New York Judge Arthur D. Spatt dismissed a lawsuit against three former executives of North Fork Bancorporation filed by a shareholder upset over $288 million in executive compensation. According to Splatt, "The Plaintiff contends that the statements made in the proxies regarding executive compensation were materially false and misleading because the Defendants failed to disclose the magnitude of payments that they would receive under their change in control arrangements after Capital One's acquisition of North Fork."

Compensation numbers for management have been an issue in merger situations as they may create conflicts of interest. For example, it is not uncommon - particlarly in a board where the CEO is also the chairman - to have a situation where a lower bid is recommended over a higher bid simply because they offer management greater change of control payments. While this lawsuit was unsuccessful, increasing shareholder dismay over such practices is certainly bringing regulatory attention to the matter.