WHY WE'LL MISS THE DISNEY TRIAL
By Barney Gimbel

(FORTUNE Magazine) – POP QUIZ: HOW MUCH DID MICHAEL Ovitz charge to his expense account during his 14 months at Disney?

Even if you've been following the blow-by-blow testimony in the $200 million shareholder suit against Disney directors, you'll probably guess low. Try $4.8 million. The revelation that an employee (aside from Dennis Kozlowski, that is) can blow through that kind of cash is one of the tantalizing details that only a good old-fashioned white-collar trial can provide. "This is all marvelously entertaining," Chancellor William Chandler III said in his Delaware courtroom. Showtime agrees--it's turning the trial into a TV movie. Here, a few of the more delicious ironies from the case.

Incompetence pays. Ovitz's contract said the only things that could constitute cause for firing would be "gross negligence" or "malfeasance." There was nothing in his contract saying he had to be trustworthy, competent, or sane. But that's nothing new. A recent study by law professors at Cornell and Vanderbilt of 356 CEO employment contracts found that as long as you show up for work and live within the law, you can look forward to an average of two year's pay if you're pushed out--regardless of whether you're any good at your job. Only 13 of the contracts examined listed incompetence as legitimate grounds for dismissal.

Gross excess doesn't equal theft. Disney initially withheld $1 million from the cash portion of Ovitz's severance package while its outside auditor reviewed his $4.8 million expense account. (Two of our favorites: a $946 gun for Robert Zemeckis and $54,330 for Lakers tickets.) The report ultimately identified $140,000 in expenses that Ovitz owed to the company. It highlighted three instances after he was fired in which Ovitz's family used company jets for personal trips to places like St. Martin. An attorney for the shareholders, Seth Rigrodsky, asked Disney's former general counsel if that was stealing. "No, not unless he was stealing the airplanes," Sanford Litvack said.

The comp guru can't add. If Graef "Bud" Crystal had done his homework, maybe the folks at Disney would be sleeping better tonight--or at least not in some Delaware motel. It was Crystal--that bubble-era guru of executive compensation, that critic of corporate excess--who helped write Michael Ovitz's now infamous employment contract that left him with $140 million after he was fired. "I wish now that I'd made a spreadsheet showing just what the deal would total if Ovitz had been fired at any time," he wrote in a 1996 column.

Even if the shareholders win, they don't personally collect. That's right--the $200 million they're asking for will head right back into Disney's coffers (making Disney a winner even if it loses). The cash all comes from insurers like AIG. Maybe that's why AIG's purported rep at the courthouse, who identified himself only as "John," would often shake his head, grunt, and take off his gold-rimmed glasses to wipe his brow. "I'm just observing the trial," he said. "I can't disclose anything else." Should Disney's board lose, this won't be the last time he sweats in a Delaware courthouse. -- Barney Gimbel