I think my favorite section of the old 2005 In Re The Walt Disney Company Derivative Litigation opinion (online as a 1.95MB .pdf thanks to the Wall Street Journal) is: "...based on my personal observations of Ovitz, he possesses such an ego, and enjoyed such a towering reputation before his employment at the Company, that he is not the type of person that would intentionally perform poorly."
Followed in amusement potential closely by:
This dichotomy places the Court in a somewhat awkward position. By virtue of his Machiavellian (and imperial) nature as CEO, and his control over Ovitz's hiring in particular, Eisner to a large extent is responsible for the failings in process that infected and handicapped the board's decision making abilities. Eisner stacked his (and I intentionally write "his" as opposed to "the Company's") board of directors with friends and other acquaintances who, though not necessarily beholden to him in a legal sense, were certainly more willing to accede to his wishes and support him unconditionally than truly independent directors.
We conclude, for the reasons that follow, that the Chancellor’s factual findings and legal rulings were correct and not erroneous in any respect. Accordingly, the judgment entered by the Court of Chancery will be affirmed.
Artwork: "1967 Disneyland Memorial Orgy," Paul Krassner (1967). Definitely NOT safe for work.