Agency law should have played a far more central role, but not the issue of authority, though that is important. I think a CEO should not, especially if we want to avoid the "imperial CEO," generally be regarded as having the authority to fire an officer that the Board hired. But the more central agency concept that would have applied in this case was not used by plaintiffs' lawyers and that was a key strategic blunder. Eisner and Litvack were officers and, as such, were agents having far stricter duties than the duties of mere directors; and the standard of liability for an agent's breach is simple negligence. I will say more in a later post but Chandler in footnote 588 pretty much told plaintiffs that they might have missed a key theory of liability. Lyman Johnson