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handicapped the board’s decision-making abilities.” Id. at 135,

150.

b.

Eisner stacked “his” board of directors with friends and

acquaintances “who though not necessarily beholden to him in a

legal sense, were certainly more than willing to accede to his

wishes and support him unconditionally than truly independent

directors.” Id. at 135-36.

i.

Director Russell was Eisner’s personal attorney.

ii.

Director Mitchell was hand selected by Eisner to serve on

the board and eventually became

chairman

with

remuneration of about $500,00 annually.

iii.

Director Bowers is an administrator of a private school

attended by three of Eisner’s children and to which Eisner

and entities related to the Company have made substantial

contributions.

    • iv.

      Director O’Donovan was president of Georgetown University where Eisner served on the board of directors for six years, where Eisner’s son attended college until 1992, and to which Eisner made a $1 million donation in 1996 at O’Donovan’s request.

  • c.

    Eisner never called a bard meeting, and obtained no consent or authorization from the board before agreeing to hire Ovitz, before agreeing to the substantive terms of Ovitz’s employment

20

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