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In re Walt Disney Co. Derivative Litigation
Citation:
906 A.2d 27 (Del. 2006).Facts
Disney shareholders challenged the decisions of Disney’s compensation committee. The plaintiffs argued that the directors had acted in bad faith, breaching their fiduciary duty. The Court of Chancery disagreed, applying the following standard for bad faith:
“I am of the opinion that the concept of intentional dereliction of duty, a conscious disregard for one’s responsibilities, is an appropriate (although not only) standard for determining whether fiduciaries have acted in good faith. Deliberate indifference and inaction in the face of a duty to act is, in my mind, conduct that is clearly disloyal to the corporation.”
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Corporations