This NY Times article mostly misses the point about the key issues arising from the ongoing civil trial over the Walt Disney Co. board’s decision to pay Michael Ovitz a rather generous severance package for essentially doing nothing during his short stay at Disney. The Times piece focuses on personalities and the changing nature of the executives who are running big media and entertainment companies, and observes that the days of the autocratic executive treating the corporation as a personal fiefdom are probably over.
However, as noted in this earlier post, the blogosphere has done a much better job of analyzing the larger issues arising from the trial, not the least of which is that any malfeasance of the Disney board in approving the Ovitz severance package pales in comparison to its failure to require Disney CEO Micheal Eisner to adapt Disney’s corporate strategy to maximize value for Disney’s shareholders.
Both Professor Ribstein and Professor Bainbridge have been particularly insightful in discussing the issues arising in the Disney trial. For example, in noting that the case should ultimately turn on the duty of care that the Disney board used in making its decision to ratify the Ovitz severance package, Professor Ribstein observed in this recent post:

The Disney case is also interesting in illustrating the cross-currents of recent corporate history. It was first decided for the board in the pre-Enron era, then allowed to go forward in the post-Enron era, and now may be decided in the post-post-Enron era in which many are having second-thoughts about whether regulation and distrust of business people have gone too far.

And Professor Bainbridge notes in a recent post here:

The facts suggest that Eisner hired his buddy Ovitz, fell out with Ovitz and wanted him gone, cut very lucrative deals for his friend Ovitz both on the way in and on the way out, all the while railroading the deals past a complacent and compliant board. The story that emerges is one of cronyism and backroom deals in which preservation of face was put ahead of the corporation’s best interests. As such, the case does not necessarily presage the emergence of what Allen called “‘”objective’ evaluation of the decision” made by a board. Instead, this looks like another case in which “we have reason to disbelieve the protestations of good faith by directors who reach ‘irrational’ conclusions?” Michael P. Dooley, Fundamentals of Corporation Law 263 (1995). Once again, a seeming inquiry into the rationality of the decision arguably masks an underlying search for conflicted interests and self-dealing.

Finally, Professor Bainbridge provides the bottom line on the case in this post:

If the shareholders win, boards could be held liable “not just for big decisions like mergers but also compensation and other run-of-the-mill decisions.”

Thus, in a business climate in which many companies are having increasing difficulty finding qualified independent board members, the outcome of the Disney trial may provide yet another reason for competent businesspersons to avoid such engagements altogether.