The most egregious example was Irwin Russell, Eisner’s personal lawyer, who negotiated Eisner’s lucrative contract and who had a professional duty of loyalty to Eisner simultaneous to his duty to shareholders. Yet Russell was also the chairman of Disney’s compensation committee. (Incredibly, during the Eisner contract negotiations, Russell represented Eisner, and Ray Watson stepped in for Disney.) Everyone on the board seemed to think that Russell was an inherently fair-minded and decent person, and so no one appears to have raised any questions about such a blatant conflict of interest.
