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Business Organizations Keyed to Macey
Brehm v. Eisner
Citation:
746 A.2d 244 (2000)Facts
By an agreement dated October 1, 1995, Disney hired Ovitz as its president. The employment agreement was unilaterally negotiated by Disney Chairman and CEO Micheal Eisner and approved by the Old Board. The complaint alleges that the Old Board failed properly to inform itself about the total costs and incentives of the Ovitz employment agreement. Plaintiffs allege that the board failed to realize that the contract gave Ovitz an incentive to find a way to exit the company via a non-fault termination as soon as possible because doing so would permit him to earn more than he could by fulfilling his contract. The complaint, however, alleges that the Old Board has been advised by a corporate compensation expert, Graef, Crystal, in connection with its decision to approve the Ovitz employment agreement and that the Old Board failed to consider the incentives and the total cost of the severance provisions.
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