of the corporation, where the fiduciary acts with the intent to
violate applicable positive law, or where the fiduciary
intentionally fails to act in the face of a known duty to act,
demonstrating a conscious disregard for his duties. There
may be other examples of bad faith yet to be proven or
alleged, but these three are the most salient. As evidenced by
previous rulings in this case both from this Court and the
Delaware Supreme Court, issues of the Disney directors' good
faith (or lack thereof) are central to the outcome of this
action.20'
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