In a unitary corporate power structure such as the UK, the CEO, as the head of management, actually controls the core power of the company, and the UK has always opposed the CEO of the top 100 companies in the Financial Times index serving as or being promoted to the chairman of the board of directors of the same company, that is, the chairman, while the United States does not think so.

The designers of the company law of the United States believe that the distribution of power is the internal affairs of the company, and it is inconvenient to intervene too much, although there are many "small differences", the company law of the United States is actually "the same", they all advocate the centrism of the board of directors, and encourage the company's management to "snatch" the power exercised by the shareholders and the general meeting of shareholders, and the management and the board of directors personnel chain, which further consolidates the position of the company's CEO.

Under this concept, some companies even have a "troika" power center model, that is, the chairman, the president and the CEO who are in charge of the supervision, coordination and implementation of the company's power.

Disney is such an example, as the CEO Michael Eisner actually controlled the Disney world for more than 20 years, the company's president and chairman of the company have long been shrouded in the shadow of his power, internal power disputes almost ruined Disney's future, and Disney has also been given the "nickname" of the world's worst corporate governance.

According to the rules of governance of listed companies on the New York Stock Exchange, all listed companies should have outside directors, the number of which should account for more than half of the board of directors, and the nomination committee under the board of directors should be composed of all or more than half of the outside directors, Disney, headquartered in Burbank, California, is registered in Delaware in accordance with the Delaware Corporation Act and listed on the New York Stock Exchange, Disney Company has a nomination committee, the vast majority of members are outside directors, and the chairman of the committee is an executive director.

According to the design of the legal system, the role of the nomination committee is to make an independent opinion on the company's important personnel appointments, to make reasonable judgments on the qualifications of the proposed personnel, and to conduct regular assessments of the competence of the company's senior staff.

As early as '95, the Disney Company fell into an eventful season, the acquisition of ABC TV became the biggest pit, and the company's president died unexpectedly in a plane crash, some thriving department managers threatened to split up and go it alone, Michael urgently needed to find a strong man to fill the vacancy of the company's president, so that he could become Eisner's business partner, Michael set his sights on his childhood playmate and neighbor Michael J. Ovitz, who is currently a hot figure in Hollywood, is the owner of an innovative agency, and has successfully sold Columbia to Sony, and has recruited a large number of top Hollywood stars under his command.

Michael's bullish thing is to announce it to the public first, and then submit it to the company's nomination committee, which is against the company law, but under Michael's strength, the company's nomination committee passed, which shows how Michael covers the sky with one hand.

However, the genius agent Ovitz did not change his role and integrate into the management team as Michael expected, Ovitz simply lacked the ability and experience to control a giant company like Disney, and lacked the creativity and coordination skills required by the Disney world. A series of misdeeds such as the occupation of company property made Eisner angry, and just fifteen months later, Michael fired Ovitz's squid.

Similarly, Michael made a legal procedural error in the dismissal of Ovitz, he should have submitted the dismissal intention to the nominating committee for discussion, and then the chairman of the nomination committee submitted it to the board of directors for approval, the dismissal of a company executive is a matter of great importance, not to mention the target is the company's president, one of the company's three power centers, but unfortunately, as the CEO, Michael, when he felt it was necessary, announced his decision to dismiss Ovitz, and then announced it to the outside world, and then informed the board of directors.

If Ovitz obediently leaves, forget it, but Michael paid him $140 million for the resignation supplement, an unprecedented $140 million! It stands to reason that it should be the responsibility of the company's remuneration committee to decide on the remuneration of important personnel of the company, and after they make a preliminary committee resolution, the resolution should be submitted to the board of directors for voting, which completes the procedure specified in the law and the company's articles of association.

In this way, a remuneration contract that may contain many unreasonable factors was born without a risk assessment by the professional committee and the board of directors, the directors dared to speak out, and the shareholders were in an uproar, 140 million, an unprecedented 140 million, this is the shareholders' money, and Michael spent the shareholders' money without mercy.

Now Iger and Joy are using the incident as an excuse to incite the anger of shareholders and persuade many to join them.

The shareholders complained that in 95 years, the company hired Michael Ovitz as the company's president, the company's board of directors was completely subject to Michael's will, and the company's nomination committee was even dormant, and it was precisely because of the lack of diligence of the board of directors and the absence of the nomination committee that the company's will was led by Michael's nose, and the company was forced to accept Michael's nomination, and Michael Ovitz, a popular Hollywood professional agent, served as the director of the company's film and television, theme park, Disney's president, a fairytale company that is made up of animation and other genres, and Disney shareholders believe that the loss of voice of the board of directors and the nominating committee is related to Eisner's enormous personal influence, and all the responsibility should be borne by Michael alone.

During Ovitz's tenure as president of the company, the company's performance declined instead of rising, and there were tensions at the top of the hierarchy, especially when Ovitz listed his personal expenses in the company's account, as much as $140,000, and in this case, Ovitz still received up to $140 million in compensation without hindrance, and Michael and the company's board of directors did not take action to stop or reduce the payment of Ovitz's compensation, and the board of directors became a derelict board in the eyes of shareholdersThe directors have become directors who have failed to fulfill their fiduciary duties under the law, and they have not resolutely defended the interests of the company and its shareholders.

It's a little puzzling, why did Michael so readily reach a huge salary contract with Ovitz in the first place, whether he wanted to show off Disney's strength to the outside world, or just wanted to prove that as a boss, he was naturally worth much more than Ovitz, or as the outside world speculated, they turned out to be friends and were suspected of favoritism? In any case, one thing is clear, more and more company controllers do not take shareholders' money seriously, and the company's money is like pocket money in the CEO's pocket, which can be given away as much as they want, and can be given away however they want.

Now, Joy organized angry Disney shareholders to petition the court to order Ovitz to return $200 million in severance compensation and interest to the company, and to ask the court to order former and current Disney directors, led by Michael, to be jointly and severally liable for repayment.

Michael was also furious, and from the conversation between Iger and Joey, they not only wanted to kick them out, but also held him accountable for losing money, which was forcing him into a corner.

In fact, Ovitz is a well-known figure in Hollywood circles, as one of the five founders of CAA, he single-handedly founded an innovative artist agency after leaving, which is the ideal company that Hollywood movie stars most want to join, why is such an agency wizard reduced to mediocrity at Disney?

In fact, the main thing is that Michael covers the sky with one hand, he did not hand over the promised power on paper to Ovitz who came as scheduled, although Ovitz has the name of the company's president, but he has to obey the command of CEO Eisner, Ovitz, who also has a strong possessiveness of power, and Eisner's short-handed conflict is inevitable, Ovitz will naturally not follow Eisner's will, Michael has publicly scolded him several times "mentally ill" It can be seen that the two of them are close friends, but the configuration as a business partner is completely wrong.

If Michael could be put in the position where the CEO should stand, Ovitz would not have been so hasty to get out, and if Michael did not control the board of directors and did not serve as a director, the board of directors would have a check on him, and the mutual checks and balances of power would have been truly implemented. But although Eisner is not in the position of chairman, but in the board of directors with independent directors accounting for the vast majority of members, Eisner as an executive director, has become the most powerful director, the limelight overshadows the chairman, and now the shareholders are so patient with his anger that they begin to tandem, once they get the support of 60% of the shareholders, they will not hesitate to kill him, Michael broke out in a cold sweat when he thought of this.

But fortunately, knowing in advance that their plot was exposed, Michael was shocked and angry and hated at the same time, he took over Disney at a time of crisis, and developed Disney from a company that was about to go bankrupt and was bought by someone to the world's four largest media groups, and the Disney family's fortune increased tenfold.

Now that he had just made a little less money, these careerists, vampires began to plot against him, he was sad, resentful, threw things around the office, and fell into some kind of exhaustive state.