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Of Mice and Men: The Business Judgment Rule After The <i>Disney </i>Decision
Last month, we discussed the Delaware Court of Chancery decision in In re The Walt Disney Co. Derivative Litigation, 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), a case that had drawn intense media attention (The case currently is on appeal to the Delaware Supreme Court.) We noted that the severance package given Disney president Michael Ovitz amounted to approximately $140 million in cash and vested stock options, which was paid to Ovitz upon the termination of his employment under a “no-fault” termination provision in his employment agreement. The court found that no Disney board member was liable for violating his or her fiduciary duties with respect to the hiring, and then the firing after a little more than 1 year, of Michael Ovitz. Now the question is: What has been learned? We continue the article with a discussion of fiduciary conduct.
A Primer on the Standards Governing Fiduciary Conduct
In holding that determinations of director liability for breach of fiduciary duty must be made on a director-by-director basis rather than by viewing the board as a whole, the Disney decision follows a line of recent Delaware cases, including In re Emerging Communications, Inc. Shareholders Litigation, 2004 WL 1305745 (Del. Ch. May 3, 2004, revised June 4, 2004). As stated in In re Emerging Communications, Inc. Shareholders Litigation, director liability “must be determined on an individual basis because the nature of their breach of duty (if any), and whether they are exculpated from liability for that breach, can vary for each director.”
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?