Executive Compensation After the Disney Decision

ABA JOINT COMMITTEE ON EMPLOYEE BENEFITS  • DATE: September 14, 2005
SPONSORS: The Sections of Business Law, Health Law, Labor and Employment Law, Real Property, Probate and Trust Law, Taxation, and Tort Trial and Insurance Practice; And the American College of Employee Benefits Counsel

TeleConference/Live Audio Webcast Information

Executive Compensation After the Disney Decision:

Best Practices Versus the Good Faith Legal Standard

***Wednesday, September 14, 2005***

A 90-minute TeleConference/Live Audio Webcast

1:00-2:30 pm ET / 12:00-1:30 pm CT / 11:00 am-12:30 pm MT / 10:00 am-11:30 am PT

The Delaware Court of Chancery has issued its long-awaited decision in the Walt Disney Co. Derivative Litigation, finding that Disney''s directors had not breached their fiduciary duties in connection with the hiring and subsequent termination of Michael Ovitz, resulting in severance of approximately $140 million. While critical that the Disney directors'' actions "fell short of the best practices of ideal corporate governance," the court concluded that the directors acted "in good faith and with honesty of purpose" under the "unusual" facts of this case, satisfying the minimum legal requirements of Delaware law. Nonetheless, directors are unlikely to derive much comfort from the Disney decision given the court''s acknowledgement that corporate best practices have changed in the 10 years since the disputed actions took place. This expert panel will discuss what lessons directors should learn from the Disney case and how institutional shareholders are likely to respond.

Moderator: 

Paul J. Wessel, Dewey Ballantine LLP, New York, NY (Invited)

Speakers: 

Mark A. Borges, Mercer Human Resource Consulting, Washington, DC

Anne G. Plimpton, McDermott Will and Emery LLP, Boston, MA 

John C. Wilcox, Senior Vice President, Corporate Governance, New York, NY

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