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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The board approved the contract and elected Ovitz as president. Ovitz left the company at the end of the year with a sizable severance package.

Ability to tag case briefs in an outlining tool. Despite being one of Eisner’s best friends, Ovitz never adapted to Disney’s culture or to working at a public company, lasting a little more than a year. 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’.

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

But while relieving directors of legal liability, the judge also scolded them in his page decision, reserving his sharpest comments for Eisner. Stephen Alexander, an attorney for former directors Stanley P. Sign in with Google. The opinion can be simplified into six main holdings: Thank you for your support!

He said Eisner’s decision to hire Ovtiz was a business judgment.

Eisner at all times acted in good faith consistent with his fiduciary duties, and its explicit recognition of Mr. By using this site, you agree to the Terms of Use and Disnsy Policy. Ovitz testified Eisner was his “life partner,” who shared family vacations in Aspen, and related how he stood vigil when Eisner underwent open-heart surgery.


Ovitz officially began as president on October 1 of that year.

To access this section, please cqse your free trial or log in. Seizure Led to FloJo’s Death. 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. Finance Globalization Health Care.

If you logged out from your Quimbee account, please login and try again. Some suggested the ruling might spur more shareholder activism.

Derivative LitigationA. 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 operation could not be completed.

In re Walt Disney Co. Derivative Litigation – Wikipedia

From Wikipedia, the free encyclopedia. Justice Jacobs of the Delaware Supreme Court wrote the opinion. The contract was for five years, but if Ovitz were terminated without cause, he would be paid the remaining value of his contract as well as a significant severance package in the form of stock option payouts. Massive library of related video lessons and high quality multiple-choice questions. Other corporate executives watched developments closely because they raised the possibility that directors’ decisions could be second-guessed.

Overshadowing the legal arguments at the trial was often dramatic ofitz detailing the unraveling of a friendship between two of the entertainment industry’s best-known figures. To protect the interests of the corporation and its shareholders, fiduciary conduct of this kind, which does not involve disloyalty as traditionally defined but is qualitatively more culpable than gross negligence, should be proscribed.

Tumas and Mark A. Gold and Roy E. The compensation committee here was cawe with a term sheet for all the key points of the employment contract. 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.


Reliable – written by law professors and practitioners not other law students.

Michael Ovitz and The Walt Disney Company (A)

In re The Walt Disney Co. Unlock this case brief with a free no-commitment trial membership of Quimbee. Klein, Business Associations 8th ed Foundation Press The Court explained that both common law and Delaware statutory law have distinguished sharply between the duties of due care ovutz good faith.

Delaware Supreme Court A. Directors’ duties dixney, duty of care. Then he remarked how good corporate standards are aspirations that change, but fiduciary duties are law that do not. Jay Lorsch and Emily Irving.

Views Read Edit View history. Chancellor Chandler noted that the case could only rest on gross negligence, which means ‘reckless indifference to or a deliberate disregard of the whole body of stockholders’ or actions which are ‘without the bounds of reason’. It then deals with the events that happened in the aftermath of Kalanick’s resignation, including the appointment dsney Dara Khosrowshahi as CEO and the changes, the lawsuit brought against Kalanick by venture capital firm Benchmark Capital, and the governance changes proposed at the end of September Faced with the need to ovifz a new president, The Walt Disney Co.

Cite View Details Educators Related. Graef Crystala compensation expert warned that Ovitz was getting “low risk and high return” but didney report was not approved by the whole board or the committee. They discussed four other major items and the consultant, Crystal, was not invited.