ISSUE: Was the decision to hire and fire Ovitz purposefully exercised by the directors within the scope of the business judgment rule and their fiduciary duty of due care?
RULE: The Delaware General Corporation Law expressly empowers a board of directors to appoint committees and to delegate them a broad range of responsibilities, which may include setting executive compensation. The business judgment rule clearly states that the directors of a corporation should act in an informed and intelligent way. This includes acting on behalf of the company in their honest belief that the action that took place, was in the best interest of the company.
APPLICATION: Shareholders of Disney brought the action against Eisner and other directors stating they have breached the fiduciary duty of hiring and firing Ovitz. Eisner and other directors defended that they had complied with the business judgment rule.
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Shareholders will continue their claim that there was a failure to exercise due care, using director-by-director rather than a collective analysis of the situation. Shareholders also state that the compensation committee did not properly inform themselves of the material facts so forth being grossly negligent in approving NFT provisions of OEA. Shareholders disputed that Eisner alone wasn’t enough to authorize termination on Ovitz. Secondly, Ovitz could have been terminated with a cause, and third, the business judgment rule did not protect Disney’s NFT
ETHICAL ISSUE STATEMENT: Did Burlington allow one individual, Marvin Brown, to make an unethical business decision to retaliate against employee Sheila White?
Professor Faden is a film/media teacher at Bucknell University in Lewisburg Pennsylvania. He received his PhD. while in Florida. Now in addition to teaching he makes some films and writes papers on film and media. When doing these things he would have to have a good understanding of copyright laws so as not to break them when creating works. Faden demonstrates this knowledge when making the “A Fair(y) Use Tale”, by not committing copyright infringement on Disney Studios.
Read the David Miller case from Chapter 5. After reading the case, describe a reason why someone who has been entrusted with the firm’s assets would commit a fraudulent act against the company. Based upon your understanding of the case and your professional and personal experience, recommend a series of actions that should have been taken in order to pre
This review will address several issues associated with the legal, business, and ethics related to the case. First, it will describe the legality of the case by reviewing the
After, listening to the justices’ questions the outcome was clear as to which side the justice would rule in favor. The district court granted BSU’s motion for summary judgment, an affidavit of BSU’s Employee Relations Director attesting that “Saundra Davis was never placed into a position to direct or lead at BSU. The Seventh Circuit decision affirming summary judgment on that court's unmistakable, prohibitive and essentially mixed up perspective of the Title VII boss obligation rules built up by Faragher and Ellerth. In this context, a supervisor has
As consultants of The Real Time, our mission is to effectively provide a neutral and unbiased synopsis of the events that have unfolded in the Lee v. Disney case, as well as give the reader the important details involved in the case. The primary discussion points in this case analysis will be as follows:
1. If you were representing the Company in this case, what argument (facts and reasons) could you make that the confidentiality agreement had a legitimate business purpose and was applied appropriately to Martinez?
According to Delaware Intercorp, Delaware possesses a separate court system through their Chancery Court specifically for business-related trials. Chancery Court’s decisions have been based off long standing case law and respected Judiciary opinions. It’s noted that nationally, corporate attorneys understand Delaware’s corporate law. The large amount of
Issue 2: Has Patricia breached her duty to act in good faith in the best interests of the company when advising her sister Faye, that SEPL were buying a large amount of shares in FPPL?
Let’s begin the analysis with the parties’ rights and responsibilities. Since both Hooper and Yoder were on the board of directors, their rights and responsibilities included:
By hiring Frank Wells as Disney’s COO and President, Michael Eisner as CEO and Chairman, and Jeffrey Katzenberg as head of the film division, Disney was able to begin the transition from their greatest downfall to their greatest success. These three men were ready to lead the company to avoid the same mistakes it had made in the past. Although, Disney was looking to hire new leaders to steer the company into the right direction, they wanted to make sure that the new personnel was qualified and fit for the job. When it came time to hire Eisner, Schneider, a Disney’s first
Meaning decisions should not be on selfish acts. If someone from the boards wants to make a transaction like Jimmy did, then that person is required to present reasonable details of the transaction and the interests of the transaction to all board members. Jimmy desecrated his right of fiduciary duty. Yes, he is the CEO of News Corp and did not act in the best interest of the organization. He also failed to divulge the real value of Television Inc. to the board and he also did not release the relationship between him and Johnny to the board. This act is an absolute breach of the fiduciary duty that he holds to the
The executives are accountable to the board of directors. Instead of protecting the investors, the board enticed the culture of financial fraud in the company for selfish gains. It failed in its duties in keeping the executives in check.
Although Mr. Stonecipher was unable to live up to his duties of keeping Boeing out of the “ethical spotlight” and setting the standard for his employees to follow, the Boeing board of directors did just that. By requiring Mr. Stonecipher to tender his resignation they
Kozlowski would lobby to convince the board of directors to use the “strategy of acquiring profitable companies”. The board continually sided with Kozlowski which led to Fort’s resignation. Kozlowski’s lifestyle soon mimicked that of Gaziano’s.