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In Re Walt Disney Derivative Litigation
''In re Walt Disney Derivative Litigation'', 907 A 2d 693 (2005) is a U.S. corporate law case concerning the scope of the duty of care under Delaware law. ''Disney'' is the leading case on executive compensation. Facts The Walt Disney Company appointed Michael Ovitz as executive president and director. He had founded Creative Artists Agency, a premier Hollywood talent finder. He had an income of $20m. Michael Eisner, the chairman, wanted him to join Disney in 1995, and negotiated with him on compensation, led by Disney compensation committee chair Irwin Russell. The other members of the committee and the board were not told until the negotiations were well underway. Ovitz insisted his pay would go up if things went well, and an exit package if things did not. It totalled about $24 million a year. Irwin Russell cautioned that the pay was significantly above normal levels and 'will raise very strong criticism. Graef Crystal, a compensation expert warned that Ovitz was getting " ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Directors' Duties
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals. Among different jurisdictions, a number of similarities between the framework for directors' duties exist. *directors owe duties to the corporation, and not to individual shareholders, employees or creditors outside exceptional circumstances *directors' core duty is to remain loyal to the company, and avoid conflicts of interest *directors are expected to display a high standard of care, skill or diligence *directors are expected to act in good faith to promote the success of the corporation Australia General Law Directors have Fiduciary Duties under general law in Australia. They are: *Duty to act in good faith and not to act contrary t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ignacio E
Ignacio is a male Spanish and Galician name originating either from the Roman family name Egnatius, meaning born from the fire, of Etruscan origin, or from the Latin name "Ignatius" from the word "Ignis" meaning "fire". This was the name of several saints, including the third bishop of Antioch (who was thrown to wild beasts by emperor Trajan) and Saint Ignatius of Loyola. Variants include the archaic Iñacio, the Italian Ignazio, the German Ignatz, the Basque Iñaki, Iñigo, Eneko, and the diminutives Nacho/Natxo, Iggy, and Iggie. Ignacio can refer to: People * Ignacio Chávez (other) * Ignacio González (other) * Ignacio López (other) ; Arts and entertainment * Ignacio Aldecoa, 20th-century Spanish author * Ignacio Berroa, 20th-21st-century Cuban jazz drummer * Ignacio Cervantes Kawanagh, 19th-20th-century Cuban virtuoso pianist and composer * Ignacio Figueredo, 20th-century Venezuelan folk musician * Ignacio Merino 19th-century Peruvian pai ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
2005 In United States Case Law
5 (five) is a number, numeral and digit. It is the natural number, and cardinal number, following 4 and preceding 6, and is a prime number. It has attained significance throughout history in part because typical humans have five digits on each hand. In mathematics 5 is the third smallest prime number, and the second super-prime. It is the first safe prime, the first good prime, the first balanced prime, and the first of three known Wilson primes. Five is the second Fermat prime and the third Mersenne prime exponent, as well as the third Catalan number, and the third Sophie Germain prime. Notably, 5 is equal to the sum of the ''only'' consecutive primes, 2 + 3, and is the only number that is part of more than one pair of twin primes, ( 3, 5) and (5, 7). It is also a sexy prime with the fifth prime number and first prime repunit, 11. Five is the third factorial prime, an alternating factorial, and an Eisenstein prime with no imaginary part and real part of the form 3p ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware State Case Law
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ur ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Say On Pay
Say on pay is a term used for a role in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives. Often described in corporate governance or management theory as an agency problem, a corporation's managers are likely to overpay themselves because, directly or indirectly, they are allowed to pay themselves as a matter of general management power. Directors are elected to a board that has a fiduciary duty to protect the interests of the corporation. In large listed companies, executive compensation will usually be determined by a compensation committee composed of board members. Proponents argue that “say on pay” reforms strengthen the relationship between the board of directors and shareholders, ensuring that board members fulfill their fiduciary dutyCritics of the policy believe that “say on pay” does not effectively or comprehensibly monitor compensation, and consider it to be reactionary policy rather than proactive policy, bec ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Re Barings Plc (No 5)
''Re Barings plc (No 5)'' 0001 BCLC 523 is a leading UK company law case, concerning directors' duties of care and skill. The case is formally identified and cited as "No 5", though some observers regard it as the sixth in the saga of litigation concerning Barings Bank. Facts Nick Leeson was a dishonest futures trader in Singapore for the Barings Bank. He traded in the front office and also did work, in breach of an internal audit recommendation, in the back office, auditing his own team's trades. This allowed him to effectively act as his own supervisor. Leeson abused this situation to secretly make increasingly large unauthorized trades on his employer's behalf. He fraudulently doctored the bank's accounts, and reported large profits, while trading at losses. After the 1995 Kobe earthquake, the stock market went into a downward spiral, and the truth of his losses was uncovered, bankrupting Barings Bank. The Secretary of State sought director disqualification orders under the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Smith V
Smith may refer to: People * Metalsmith, or simply smith, a craftsman fashioning tools or works of art out of various metals * Smith (given name) * Smith (surname), a family name originating in England, Scotland and Ireland ** List of people with surname Smith * Smith (artist) (born 1985), French visual artist Arts and entertainment * Smith (band), an American rock band 1969–1971 * ''Smith'' (EP), by Tokyo Police Club, 2007 * ''Smith'' (play), a 1909 play by W. Somerset Maugham * ''Smith'' (1917 film), a British silent film based on the play * ''Smith'' (1939 film), a short film * ''Smith!'', a 1969 Disney Western film * ''Smith'' (TV series), a 2006 American drama * ''Smith'', a 1932 novel by Warwick Deeping * ''Smith'', a 1967 novel by Leon Garfield and a 1970 TV adaptation Places North America * Smith, Indiana, U.S. * Smith, Kentucky, U.S. * Smith, Nevada, U.S. * Smith, South Carolina, U.S. * Smith Village, Oklahoma, U.S. * Smith Park (Middletown, Connecticu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gross Negligence
Gross negligence is the "lack of slight diligence or care" or "a conscious, voluntary act or omission in reckless disregard of a legal duty and of the consequences to another party." In some jurisdictions a person injured as a result of gross negligence may be able to recover punitive damages from the person who caused the injury or loss. Negligence is the opposite of diligence, or being careful. The standard of ordinary negligence is what conduct deviates from the proverbial "reasonable person". By extension, if somebody has been grossly negligent, that means they have fallen so far below the ordinary standard of care that one can expect, to warrant the label of being "gross". Gross negligence may thus be described as reflecting "the want of even slight or scant care", falling below the level of care that even a careless person would be expected to follow. While some jurisdictions equate the culpability of gross negligence with that of recklessness, most differentiate it from sim ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Business Judgment
The business judgment rule is a case law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with hepresumption, which the law accords to them, of being otivatedin their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge".''Gimbel v. Signal Cos.'', 316 A.2d 599, 608 (Del. Ch. 1974) The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia. To challenge the actions of a corporation's board of directors, a plaintiff assumes "the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary duty — good faith, loyalty, or due care". Failing to do so, a plaintiff "is not entitled to any remedy unless the transaction constitu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Chancellor Chandler
William Burton Chandler III is a former judge in the U.S. state of Delaware. He served as a resident judge on the Delaware Superior Court and as a Vice Chancellor and then Chancellor on the Delaware Court of Chancery. Chandler received his undergraduate degree from the University of Delaware and his law degrees from the University of South Carolina School of Law and the Yale Law School. He was an associate with Morris, Nichols, Arsht & Tunnell and served as Legal Counsel to former Governor Pete duPont. Chandler taught commercial law, legislative process, and remedies for two years at the University of Alabama School of Law. He is a member of the American Law Institute and the Delaware Bar Association. He served as Resident Judge of the Delaware Superior Court from 1985 to 1989. He was then appointed Vice Chancellor of the Delaware Court of Chancery in 1989 and Chancellor in 1997. On June 17, 2011, he retired as Chancellor and became a partner of the law firm of Wilson Sonsi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
