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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Unlock this case brief with a free no-commitment trial membership of Quimbee. Derivative LitigationA. United States corporate case law Delaware state case law in United States case law in Delaware Disney litigation. But while relieving directors of legal liability, the judge also scolded them in his page decision, reserving his sharpest comments for Ovktz. Ovitz insisted his pay would go up if things went well, and an exit package if things did not. The board approved the contract and elected Ovitz as president.

Views Read Edit View history. Directors’ dutiesduty of care. Gold and Roy E. Other corporate executives watched developments closely because they raised the possibility that directors’ decisions could be second-guessed. Not everyone will agree with my choices, but my hope is that my perspective will nonetheless provide some guidance for people working in this evolving field to understand the true complexity of corporate boards. The other members of the committee and the board were not told until the negotiations were well underway.


They discussed four other major items and the consultant, Crystal, was not invited. Irwin Russell cautioned that the pay was significantly idsney normal levels and ‘will raise very strong criticism. In Hollywood, the trial’s webcast turned into popular entertainment, showcasing one of the most embarrassing episodes in the careers of two men who were once among the industry’s most powerful and feared executives.

Lorsch In this essay, my goal is to explore why, despite the tireless efforts of talented people, research on corporate governance has been slow and uneven, and where that research should turn to next to be most valuable to practitioners. The compensation committee here was provided with a term sheet for all the key points of the employment contract.

In re The Walt Disney Co. He said he rightly informed himself of all the facts, so was not grossly negligent even if the behavior should not serve as a model, ‘especially at having enthroned himself as the omnipotent and infallible monarch of his personal Magic Kingdom’.

Michael Ovitz and The Walt Disney Company (A)

Uniform format for every case brief. He said that in Smith v.

A Systems Perspective Jay W. They acted in a manner that they believed was in the best interests of the company. Reliable caase written by law professors and practitioners not other law students.


While the hiring of Ovitz was at first heralded as a coup for Disney, Eisner and senior executives began to have doubts about Ovitz’s fit with the company culture.

Ovitz, while on a boating vacation in the Mediterranean with his family, said through his lawyer that he was relieved by the decision. Sources on directors’ duties. Lorsch, and Quinn Pitcher. Read more about Quimbee. Start your FREE trial.

Suraj SrinivasanJay W. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students.

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

The other compensation committee members were considered but let off. The Supreme Court identified two categories of fiduciary behavior that do constitute bad faith. Pepper v Litton US Finance General Management Marketing. Stephen Alexander, an attorney for former directors Stanley P. About the Author Jay W. His scores make his case.