A judge ruled that Walt Disney’s board did not breach its duties in awarding a $ million severance package to Michael Ovitz. Delaware Chancellor William B Chandler III rules that Walt Disney “We always believed that there was no basis for this case,” he added. But this case was never really about money–even a worst-case scenario wouldn’t have done much damage to The Walt Disney Co., not when.

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Judge Rules in Favor of Disney in Ovitz Case but Criticizes Eisner

So Poitier and Lozano did not ‘intentionally disregard a duty to act, nor did they bury their heads in the sand knowing a decision had to be made. My belief is that the most fruitful work thus far has recognized that corporate boards are dynamic social systems, has identified all the forces that shape those systems, and has acknowledged that boards should seek to represent a wide variety of stakeholders, not just shareholders.

And TransUnion had absolutely no documentation before it when it considered the merger agreement. United States corporate case law Delaware state case law in United States case law in Delaware Disney litigation. A vehicle is needed to address such violations doctrinally, and that doctrinal vehicle is the duty to act in good faith.


The Court explained that any definition of bad faith that would cause a violation of due care i. Written in plain English – not in legalese and not just repeating the court’s language.

Here’s whylaw students have relied on our case briefs: Jay Lorsch and Emily Irving. Faced with the need to hire a new president, The Walt Disney Co. Try Quimbee for Free or Cancel.

Caase had founded Creative Artists Agencya premier Hollywood talent finder. On 14 August Eisner released to the press the appointment, before the compensation committee had formally met to discuss it.

disndy Retrieved from ” https: But while relieving directors of legal liability, the judge also scolded them in his page decision, reserving his sharpest comments for Eisner. Ovitz, while on a boating vacation in the Mediterranean with his family, said through his lawyer that he was relieved by the decision.

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Judge Rules in Favor of Disney in Ovitz Case but Criticizes Eisner – latimes

To counter that, gross negligence or bad faith must be shown. Klein, Business Associations 8th ed Foundation Press Ovitz left the company at the end of the year with a sizable severance package.

Graef Crystala compensation expert warned that Ovitz was getting “low risk and high return” but the report was not approved by the whole board or the committee. To access this section, please start your free trial or log in. Suraj SrinivasanJay W. The Court explained that both common law and Delaware statutory law have distinguished sharply between the duties of due care and good faith.

  BS 6262-1 PDF

The Disney shareholders appealed.

Michael Ovitz and The Walt Disney Company (A)

Chandler’s decision ended what he called “something of a public spectacle. By using this site, you agree to the Terms of Use and Privacy Policy. Sources on directors’ duties. Chief Executive Michael Eisner for his role in the ill-fated hiring and firing of Michael Ovitz as president, but ruled that he ovtiz other directors did not betray their duty to shareholders. Eisner’s credibility as a witness, its repeated findings that Mr. Reliable – written by law professors and practitioners not other law students.

He said that in Smith v. Read our student testimonials. Other corporate executives watched developments closely because they raised the possibility that directors’ decisions could be second-guessed.

The issue section includes the dispositive legal issue in the case phrased as a question.

They discussed four other major items and the consultant, Crystal, was not invited. From Wikipedia, the free encyclopedia. Are you a current student of?