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Brehm v. Eisner
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Disney’s CEO, Michael Eisner, wanted to hire a personal friend, Ovitz, to the position of president. Ovitz had no prior experience for that position but was sought after by other companies because of his other successes in the entertainment business. Eisner personally and exclusively negotiated an employment agreement with Ovitz. The 5-year agreement gave Ovitz a $1 million annual base pay plus stock options that accrued annually (“A” options) or came due if Ovitz finished the term of employment under the agreement (“B” options). There was a non-fault termination clause (termination not based of gross negligence or malfeasance) that would pay Ovitz $10 million plus $7.5 million for every year remaining in the agreement. 3 million A options would also immediately vest. This agreement was reviewed and endorsed by a corporate compensation expert who later said that no one actually calculated out the compensation that Ovitz would get if there was a non-fault termination. The Board then approved the contract. Ovitz put in about unremarkable year with Walt Disney and then negotiated a non-fault termination that paid him over $38 million, a higher amount than what he could have made by working through the entire contract. This payout prompted Plaintiffs to file this action, claiming the directors breached their fiduciary duty and committed waste.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.