Updated:2006-06-08 17:53:08
Del Supreme Court Affirms Decision On Disney Ovitz Case
By Peg Brickley, Of DOW JONES NEWSWIRES
Dow Jones
WILMINGTON, Del. -(Dow Jones)- The Delaware Supreme Court Thursday upheld a ruling exonerating the board of Walt Disney Co. (DIS) of wrongdoing in connection with a $140 million severance package paid Michael Ovitz at the end of his brief stint as president of the entertainment company.
A one-time friend and confidante of former Disney Chief Executive Michael Eisner, Ovitz held the post for about 14 months in the mid-1990's, and was ousted with a compensation package that lawyers for shareholders said was out of line.
Thursday's ruling affirmed the findings of Chancellor William B. Chandler III of Delaware's Court of Chancery, who said there was much to criticize about the Disney's board's oversight of Ovitz's hiring and firing, but no legal liability.
Chandler presided over what was, for Delaware, a star-studded trial of the case, one that featured testimony by Sidney Poitier, Eisner, who was then on his way out of Disney, and Ovitz, who was one of Hollywood's most influential power- brokers before taking his ill-fated turn in the second seat at the company.
Steven Schulman, the Milberg Weiss Bershad & Schulman LLP lawyer recently indicted for allegedly paying plaintiffs in class action cases, pushed the case on behalf of shareholders.
The derivative action was an attempt to recoup for the company the money paid to Ovitz as he was pushed to the exit after a stormy tenure at Disney.
Corporate law experts watched the case closely.
Years in the making, the contest over Ovitz's payout was one that had corporate attorneys worried that higher standards would be set for board oversight in important decisions, such as the hiring and firing of top executives.
The detailed 89-page decision filed Thursday should cause corporate lawyers to breathe a sigh of relief.
Evidence at the trial showed Disney's board didn't always hold formal meetings - Schulman at one point in the case characterized the corporate decision-making process as a series of "jam sessions" - and members of the board didn't always bother to review documents that were important to the decision to hire Ovitz under a deal that made it potentially more lucrative for him to fail and leave than to stay and succeed.
However, the Delaware Supreme Court found Eisner and other Disney directors didn't abandon their duty to the shareholders.
The state's generous "business judgment" rule immunizes corporate officers from liability for mistakes as long as there is some evidence they acted in good faith in making decisions for the company.
"Even though the Chancellor found much to criticize in Eisner's 'imperial CEO' style of governance, nothing has been shown to overturn the factual basis for the court's conclusion that, in the end, Eisner's conduct satisfied the standards required of him as a fiduciary," Justice Jack B. Jacobs wrote for the Delaware Supreme Court.
-By Peg Brickley, Dow Jones Newswires; 302-656-8830
(END) Dow Jones Newswires 06-08-061638ET Copyright (c) 2006 Dow Jones & Company, Inc.
Copyright (C) 2006 Dow Jones & Company, Inc. All Rights Reserved.
06/08/2006 16:38 -04Money & Finance Headlines
Del Supreme Court Affirms Decision On Disney Ovitz Case
By Peg Brickley, Of DOW JONES NEWSWIRES
Dow Jones
WILMINGTON, Del. -(Dow Jones)- The Delaware Supreme Court Thursday upheld a ruling exonerating the board of Walt Disney Co. (DIS) of wrongdoing in connection with a $140 million severance package paid Michael Ovitz at the end of his brief stint as president of the entertainment company.
A one-time friend and confidante of former Disney Chief Executive Michael Eisner, Ovitz held the post for about 14 months in the mid-1990's, and was ousted with a compensation package that lawyers for shareholders said was out of line.
Thursday's ruling affirmed the findings of Chancellor William B. Chandler III of Delaware's Court of Chancery, who said there was much to criticize about the Disney's board's oversight of Ovitz's hiring and firing, but no legal liability.
Chandler presided over what was, for Delaware, a star-studded trial of the case, one that featured testimony by Sidney Poitier, Eisner, who was then on his way out of Disney, and Ovitz, who was one of Hollywood's most influential power- brokers before taking his ill-fated turn in the second seat at the company.
Steven Schulman, the Milberg Weiss Bershad & Schulman LLP lawyer recently indicted for allegedly paying plaintiffs in class action cases, pushed the case on behalf of shareholders.
The derivative action was an attempt to recoup for the company the money paid to Ovitz as he was pushed to the exit after a stormy tenure at Disney.
Corporate law experts watched the case closely.
Years in the making, the contest over Ovitz's payout was one that had corporate attorneys worried that higher standards would be set for board oversight in important decisions, such as the hiring and firing of top executives.
The detailed 89-page decision filed Thursday should cause corporate lawyers to breathe a sigh of relief.
Evidence at the trial showed Disney's board didn't always hold formal meetings - Schulman at one point in the case characterized the corporate decision-making process as a series of "jam sessions" - and members of the board didn't always bother to review documents that were important to the decision to hire Ovitz under a deal that made it potentially more lucrative for him to fail and leave than to stay and succeed.
However, the Delaware Supreme Court found Eisner and other Disney directors didn't abandon their duty to the shareholders.
The state's generous "business judgment" rule immunizes corporate officers from liability for mistakes as long as there is some evidence they acted in good faith in making decisions for the company.
"Even though the Chancellor found much to criticize in Eisner's 'imperial CEO' style of governance, nothing has been shown to overturn the factual basis for the court's conclusion that, in the end, Eisner's conduct satisfied the standards required of him as a fiduciary," Justice Jack B. Jacobs wrote for the Delaware Supreme Court.
-By Peg Brickley, Dow Jones Newswires; 302-656-8830
(END) Dow Jones Newswires 06-08-061638ET Copyright (c) 2006 Dow Jones & Company, Inc.
Copyright (C) 2006 Dow Jones & Company, Inc. All Rights Reserved.
06/08/2006 16:38 -04Money & Finance Headlines