X hits on this document

71 views

0 shares

0 downloads

0 comments

9 / 25

3.

4.

which would occur as long as Disney did not terminate Ovitz for

gross negligence or malfeasance.

  • c.

    The final agreement was negotiated and signed after Ovitz began serving the corporation.

  • d.

    After barely a year of employment, Ovitz sought to exit the Company and Eisner assisted him in obtaining a non-fault termination. Eisner sent a letter to the board indicating that Ovitz would receive a non-fault termination. The board never approved granting the non-fault termination, as was allegedly required by the corporation’s by-laws, never questioned it and never sought a fault-based termination.

The director defendants once again moved to dismiss, arguing that the

action was derivative and that the plaintiffs failed adequately to allege that

demand was excused because a majority of the board was disinterested

and independent and monetary damages were not available for a breach of

the duty of care under the Company’s exculpatory charter provision.

This time the Chancellor denied the motion to dismiss, holding that the

amended complaint gave reason to doubt that the directors exercised

business judgment, stating:

the

facts

alleged

in

the

new

complaint

suggest

that

the

defendant disregarded care about

directors consciously and intentionally their responsibilities, adopting a “we don’t the risks” attitude concerning a material

corporate decision. Knowing or deliberate indifference by a director to his or her duty to act faithfully and with appropriate care is conduct, in my opinion, that may not have been taken honestly and in good faith to advance the

9

Document info
Document views71
Page views71
Page last viewedFri Dec 09 08:22:25 UTC 2016
Pages25
Paragraphs568
Words6397

Comments