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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Finance Globalization Health Care. Massive library of related video lessons – and practice questions. Sources on directors’ duties. Ultimately, I identify what I consider to be the best path forward in studying these complex csse systems.

He began conversations with members of the board of directors, who agreed Ovitz’s contract should be terminated. In re The Walt Disney Co. It was in good faith, with a subjective belief that he was right and in oviyz company’s best interests. His scores make his case. He had founded Creative Artists Agencya premier Hollywood talent finder.

Michael Eisnerthe chairman, wanted him to join Disney inand negotiated with him on compensation, led by Disney compensation committee chair Irwin Russell. What to do next… Unlock this case brief with a free no-commitment trial membership of Quimbee.

Chandler’s decision reinforced directors’ rights to make decisions — even bad ones — if idsney in good faith. If not, you may need to refresh the page.

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.

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’.


Retrieved from ” https: Unlock this case brief with a free no-commitment trial membership of Quimbee. A “yes” or “no” answer to the question framed in the issue section; A summary of the ovitzz or plurality opinion, using the CREAC method; and The procedural disposition e.

This page was last edited on 5 Decemberat Seizure Led to FloJo’s Death. Shareholders brought a derivative suit.

Disney Affirmed: The Delaware Supreme Court Clarifies The Duty of Directors To Act In Good Faith

Views Read Edit View history. Both articles are available on our Web site. Cite View Details Educators Purchase. I have made a deliberate choice to focus primarily on research that reflects firsthand experience with boards rather than on research that utilizes data derived from questionnaires and ovits secondary sources. Lorsch, and Quinn Pitcher. Pittenger and Michael K.

In re Walt Disney Co. Derivative Litigation – Wikipedia

Massive library of related video lessons and high quality multiple-choice questions. Here’s whylaw students have relied on our case briefs: You can try any plan risk-free for 7 days. Ability to tag case briefs in an outlining tool.

Are you a current student of? Overshadowing the legal arguments at the trial was often dramatic testimony detailing the unraveling of a friendship between two of the entertainment industry’s best-known figures.

Article Annals of Corporate Governance. Ovitz was a near-mythical figure then, frequently dubbed Hollywood’s most powerful executive because he controlled a vast amount of talent as head of Creative Artists Agency.

In re The Walt Disney Co. Derivative Litigation Case Brief – Quimbee

Written in plain English, not in legalese. United States corporate case law Delaware state case law in United States case law in Delaware Disney litigation. From Wikipedia, the free encyclopedia.

Although the judge ruled in favor of the directors, shareholder activists did not view the decision as a defeat, noting Chandler’s criticism of how the board handled the Ovitz matter. But its criticism of the Disney board and Eisner, who orchestrated the hiring of Ovitz, also is indicative of closer scrutiny for those who guide companies in the post-Enron era, corporate governance experts said.


The Supreme Court also adopted the same practical view as the Court of Chancery regarding the important statutory protections offered by Section e of the DGCL, which permits corporate directors to rely in good faith on information provided by fellow directors, board committees, officers, and outside consultants.

Justice Jacobs of the Delaware Supreme Court wrote the opinion. Access in your class – works on your mobile and tablet. Written by law professors and practitionersnot other law students. Sign up with Google. Ovitz left the company at the end of the year with a sizable severance package.

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Michael Ovitz and The Walt Disney Company (A)

Srinivasan, Suraj, Jay W. Shlensky ovittz WrigleyNE 2d Suraj SrinivasanJay W. 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.

By using this site, djsney agree to the Terms of Use and Privacy Policy. On 14 August Eisner released to the press the appointment, before the compensation committee had formally met to discuss it.