agreement, or before issuing a press release about the hiring --
stretching the outer boundaries of his authority as CEO in a
transaction of significance to the Company. Id. at 136-38, 140.
Eisner made no effort to inform the full board of his discussions with Ovitz until they were essentially completed and an agreement in principle had been reached. Id. at 137.
Failed to independently and objectively verify representations made by Ovitz’s negotiators regarding his income with his prior company. Id. at 144.
Failed to investigate Ovitz’s background. Id.
In addition, Russell was Eisner’s personal attorney and represented the Company in the negotiations with Ovitz. Id.
Poitier and Lozano (as members of the Company’s compensation committee)
Became involved in the process of Ovitz’s hiring very late in the game. Id. at 148.
Failed to review and discuss the then existing draft of the full text of the Ovitz employment agreement. Id. at 154.
Did not have an expert (Bud Crystal) make a formal presentation at the compensation committee meeting in order for the committee and the board to rely on that expert’s analysis. Id.
Failed to review the compensation consultant’s report.