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Business Associations Keyed to Bainbridge
In re the Walt Disney Co. Derivative Litigation
Citation:906 A.2d 27 (Del. June 8, 2006)
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In 1994 Disney lost in a tragic helicopter crash its President and Chief Operating Officer, Frank Wells, who together with Michael Eisner, Disney’s Chairman and Chief Executive Officer, had enjoyed remarkable success. Eisner temporarily assumed Disney’s presidency but he became ill. Eisner’s prime candidate for the position was Michale Ovitz, who was the leading partner and one of the founders of Creative Artists Agency. Eisner and Irvin Russell approached Ovitz about joining Disney. On August 14, Eisner and Ovitz signed a letter agreement which outlined the basic terms of Ovitz’s employment. After the meeting, the board voted to elect Ovitz as President. On 1996, Eisner had found the continuing problems with Ovitz’s performance. In December 1996, Ovitz was terminated without cause, resulting in a severance payout to Ovitz valued at $130 million. In January 1997, several Disney shareholders brought derivative actions against Ovitz and the directors of Disney, claiming that the $130 million payout was the product of breaches of fiduciary duty by the Disney defendants.
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