The Discretion of Judges and Corporate Executives: An Insider’s View of the Disney Case
The widely publicized Disney case is perhaps the most important corporate law litigation in many decades. The case illustrates the immense discretion in the hands of trial judges in Delaware Chancery Court to let their passive corporate law ideology determine the outcome even in cases of egregious management neglect. Unfortunately, as managers, not shareholders, are the ones who decide where to incorporate and Delaware—the state of choice—depends on incorporation revenues to feed its coffers, too often this discretion is exercised to protect management at shareholder expense.
John J. Donohue. "The Discretion of Judges and Corporate Executives: An Insider’s View of the Disney Case" Economists' Voice (2006): 1-3.
Available at: http://works.bepress.com/john_donohue/86