With what appears to be a degree of skepticism, however, he noted that the “future course of this proceeding, obviously, will depend upon whether the facts which Plaintiff can prove match its allegations.” Id. at *12 n.58.
DISNEY IV -- “DO’S AND DON’TS” GUIDANCE FROM DELAWARE
Ultimately, the Disney plaintiffs were unable to prove the facts to match their
allegations. However, the 37-day trial in Georgetown, Delaware provided the
Chancellor with a platform to provide guidance on the deficiencies in the Disney
board’s decision-making process that, while not giving rise to ultimate monetary
liability, subjected them to a lengthy trial on whether their decision was a “good
faith” business judgment. In re The Walt Disney Company Derivative Litigation,
Del. Ch., Consol. C.A. No. 15452, Chandler, C., slip. op. (Aug. 9, 2005) (“Disney
The Chancellor began his analysis by noting:
[s]tripped of the presumptions in their favor that have carried them to trial, plaintiffs must now rely on the evidence presented at trial to demonstrate by a preponderance of the evidence that the defendants violated their fiduciary duties and/or committed waste. More specifically, in the area of director action, plaintiffs must prove by a preponderance of the evidence that the presumption of the business judgment rule does not apply either because the directors breached their fiduciary duties, acted in bad faith or that the directors made an ‘unintelligent or unadvised judgment,’ by failing to inform themselves of all material information reasonably available to them before making a business decision.
Chancellor appears to suggest that particularized factual allegations combined
with deferential procedural standards played a significant role in his decision in