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Corporations Keyed to O’Kelley
In re Walt Disney Company Derivative Litigation
Citation:906 A.2d 27 (2006)
In August 1995, Michael Ovitz and The Walt Disney Company entered into an employment agreement under which Ovitz would serve as president of Disney for five years. By the fall, however, it had become clear that Ovitz was a poor fit with his fellow executives. In December 1996, Ovitz was terminated without cause, resulting in a severance payout to Ovitz valued at approximately $130 million. Eisner and Ovitz met several times. During those meetings they discussed Ovitz’s future. Eisner believed that because Ovitz had a good, longstanding relationship with many Sony senior executives, Sony would be willing to take Ovitz from Disney. In January 1997, several Disney shareholders brought derivative actions against Ovitz and the directors of Disney, claiming that the $130 million severance payout was the product of fiduciary duty and contractual breaches by Ovitz and by the Disney defendants. The parties dispute over the question whether the old Disney board had breached their duty of care in electing Ovitz and approving the severance payout.
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