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IN RE WALT DISNEY CO. DERIVATIVE LITIGATION
Court of Chancery of Delaware, New Castle County (2003) | 825 A.2d 275
TL;DR: Shareholders sued Disney's board over a massive severance package for its president, Michael Ovitz. The court denied the directors' motion to dismiss, finding allegations that the board consciously disregarded its duties stated a claim for a breach of good faith not protected by the business judgment rule.
Legal Significance: This case established that a conscious and intentional disregard of directorial duties constitutes a breach of the duty of good faith. Such a breach is distinct from a mere breach of care and is not exculpated by a charter provision adopted pursuant to 8 Del. C. § 102(b)(7).