In Re Walt Disney Co. Derivative Litigation

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that bad faith requires an intentional dereliction of duty, not merely a failure to act as the plaintiff would have preferred
• holding that payment of non-fault termination package was not wasteful where directors believed it to be in company's best interest to terminate president but grounds did not exist to terminate the CEO for cause
• noting that “duty of care violations are actionable only if the directors acted with gross negligence.”
• stating that a “faithful fiduciary” has an “affirmative duty to act” in “the best interests of the Company” after “taking into account” all reasonably available information as well as “potential alternatives” to her action
• explaining that an inference of “bad faith”—and thus of breach of the duty of loyalty—is permissible when the transaction is one in which “no business person of ordinary, sound judgment could conclude that the corporation has received adequate consideration”
• finding defendant did not play a part in decision at issue and thus did not breach fiduciary duty of loyalty

Source: CourtListener parenthetical corpus (CC0).