Just when it appeared that Michael D. Eisner, the chief executive of the Walt Disney Company, could begin enjoying the company's turnaround and his final years in charge, a shareholder lawsuit threatens to dredge up some of the most embarrassing details of his two-decade reign and complicate his planned exit.
On Wednesday, the Court of Chancery in Delaware will begin hearing a lawsuit filed by Disney shareholders contending that the board breached its fiduciary responsibility when Mr. Eisner hired his friend, Michael S. Ovitz, as president in 1995 and then signed off on Mr. Ovitz's $140 million severance package 14 months later.
Beyond the unflattering publicity sure to come as more depositions and documents of the seven-year-old case become public - along the lines of Mr. Ovitz's almost $2 million office renovation and $6,100 home X-ray machine - there are more substantial issues at stake. Disney's directors may find they were personally responsible for not carefully considering Mr. Ovitz's fitness for the job, and an insurance company may have to pay out the more than $200 million the plaintiffs are seeking.
And Mr. Eisner, who plans to retire when his contract expires at the end of September 2006, could find himself having to fend off whipped-up demands for him to leave when a successor is named by the middle of next year, according to some industry executives, analysts and corporate governance experts.
"This makes Eisner look like he had a personal kingdom,'' said Samuel L. Hayes, a finance professor emeritus at the Harvard Business School.
The trial will include a parade of more than 30 witnesses - among them Mr. Ovitz and Mr. Eisner as well as the actor and director Sidney Poitier. More than 35 lawyers and witnesses are expected to show up in the small courtroom in Georgetown, Del., each day.
There will be no opening statements or jury in the trial, which is expected to last for four weeks. Mr. Ovitz will be one of the first witnesses. "It will be good to get that over with before it gets too routine," said Steven G. Schulman, a lawyer who is representing shareholders. "It will be an interesting, grueling experience, but we are ready." Mr. Schulman said he and his team hoped to establish that Mr. Ovitz wasted corporate assets and that the board should have fired him because he failed to do his job.
"In effect, he was living off the company, which would have provided grounds for cause," Mr. Schulman said.
According to an internal review sought by Disney in 1997, Mr. Ovitz spent $76,413 of the company's money for limousines and rental cars, $48,305 for a home screening room and $6,500 for Christmas tips. He also charged the company as much as $125 a person for food served at executive meetings at his house, an amount later reduced to $15 as he neared the end of his tenure. The bill for flowers for these breakfasts and dinners for the 14 months tallied $9,535. The company also paid for Mr. Ovitz's subscription to Playboy magazine.
Directors, according to several trial lawyers, are expected to show that the decision to both hire and fire Mr. Ovitz was a carefully considered plan, and that they were not influenced by Mr. Eisner to hire a close friend.
Mr. Eisner and his lawyer declined to speak publicly for this article. But two people who talked to Mr. Eisner said it was likely that his legal team would assert that he was not only lauded in the press for hiring a big personality like Mr. Ovitz in 1995, but received hundreds of e-mail messages and letters from supporters commending him.
And lawyers for Mr. Ovitz, who, as a director at the time in question is also a defendant, will try to show that there is no evidence that should deprive Mr. Ovitz of his severance package.
According to James Ellis, Mr. Ovitz's in-house counsel, "Michael Ovitz just wanted the opportunity to do his job."
Once the testimony is complete, each side will then file a brief in support of the case, said the lawyers involved. Chancellor William B. Chandler III of Delaware Chancery Court will read both before writing a lengthy opinion. There will probably be an appeal no matter who wins, the lawyers said.