Questions: 1. What must the shareholders prove to recover? 2. What does the court say is the relationship between good corporate governance, liability, and business judgment? 3. What alternatives to litigation do shareholders have?

1. What must the shareholders prove to recover?

The shareholders say that the Board of Directors had given Ovitz more as written in Employment Agreement. Ovitz had more incentives & other facilities as compared to other employees.

And that is unfair with the other employees. Because of this the shareholders had filed a complaint against  the company about the remuneration of O.

2. What does the court say is the relationship between good corporate governance, liability, and business judgment?

The court has to decide that whether the Board of directors should be responsible for the decision-making process and wasting corporate assets or they have power and authority to do anything they want.

Rules of corporate governance of any company are mentioned in their terms and conditions and in this case the Board goes beyond the requirements and because of this liability of company will also increase.

3. What alternatives to litigation do shareholders have?

They have many alternatives;

1) Negotiation with the Directors

2) Dealing with small claims electronically.

3) Through Discussion

4) Involvement of some mediator

answer; enforce the rules;