handicapped the board’s decision-making abilities.” Id. at 135,
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.
Director Russell was Eisner’s personal attorney.
Director Mitchell was hand selected by Eisner to serve on
the board and eventually became
remuneration of about $500,00 annually.
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
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.
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