Roy Disney/Stan Gold response to Eisner announced step down

[DisneyKidds]

I'm curious. What do you see as Roy and Stan's personal agenda? The only way they have to get rich on the company would be via whatever stock they still own or have an interest in. If they are pushing for something that raises the stock value, that isn't entirely personal. That kind of thing is generally good for the company, no? I also haven't seen where their goal is to sell the company off to the highest bidder, either. Sure, they may be in favor of divesting the company of some of the business units that have distracted Disney from the core business they used to have, but I don't see that as wanting to sell off the company to get rich. Is there personal agenda stricltly a get Eisner at all costs vandetta? Not sure I see that either.

 

[dcentity2000]

Power is much of leadership, sadly.

Did you ever notice how the best product is often the least popular? Such as Acorn computers - vastly more sophisticated than their rivals, but quashed because as great as they may have been, there was no drive or power behind it. You mention Churchill as an example of how power is non important, but he was there because he had the power to lead in the war - his leadership out of war, however, was not that great and as such he was voted out promptly.

If you have power, you're half the way there. If you don't, the only way you can expect to succeed without it is in a communist or extreme socialist society.

William Hague, the conservative candidate past, lost an election in a huge way because despite a towering intellect and good ideas, his party lacked an element of power. Thus an unpopular government was retained.

All things being equal, powerful, focused people tend to trample upon the timid, well meaning ones on the way to the top.

As for my youth acting to the detriment of my judgement, remember the old maxim: "Here's to the children, and all they have to teach us"



Rich::

 

[crusader]

What do you see as Roy and Stan's personal agenda?

To get rid of Michael Eisner. Everything else (including the stock performance) is an excuse.

They want him out. They will use whatever tactic they can to achieve that goal.

Kidds, don't you remember when Diane Miller herself raised concerns months ago regarding Roy and what was good for the company. It's because of the games being played at the expense of Disney.

This latest round is more of the same.

 

[DisneyKidds]

Crusader, scratch the surface and tell me..........WHY do they want to get rid of Eisner?

I understand there are many sides to this issue. I have no doubt there are those who think that Roy and Stan's ideas for the company (ideas they have not even fully shared I'm sure) are not what's best, or any better than what Eisner is doing. There are many who could accept status quo, seeing no need for the turbulance that comes with change in today's corporate environment. However, Disney could be better than today's status quo, IMHO. It's fair for you to disagree with that. However, I still get back to the question above. WHY do Roy and Stan want to get rid of Eisner?

I believe it is because they don't like the status quo we have today. I think it is because they realize Disney could be, and should be, better. Even if they are misguided and their ideas aren't the best, I do believe their motivation lies in making the company a leader once again, and getting back to the roots that made it so successful in the first place. I don't see that as a bad thing, or something Eisner is particularly interested in.

Tell me. Do you see this purely as a personality thing? Really, if Disney stock was trading at an all time high, animation was going full steam, generating box office hits the likes of Little Mermaid time and time again, relationship with Pixar going strong, etc., etc.........would they still be trying to get rid of Eisner just because they don't like him? Is there some other reason why you think they are so intent on getting rid of him?

I'm not arguing with you. We just seem to have different viewpoints and that wasn't always the case. I'm just curious what yours is based on. Really, I haven't gone that far over to the dark side, so I'm curious why we see this differently. Thanks for the discussion.

 

[crusader]

Is there some other reason why you think they are so intent on getting rid of him?

Vengeance.

Plain and simple.

They were crippled within the confines of that company and lost in all probability every single major internal battle due to the imbalance of power.

So why stay? If this cause was so sincere and the company was in such a critical state it demanded action years ago, why wait until Eisner plays the tenure card to stage and publicize a political street fight?

Any cause worth fighting requires risk, uncertainty and sacrifice - none of which these two have even remotely demonstrated in my view.

That reeks of speculation as to true motive.

And I don't doubt their complaints are valid. I just disagree with their continuing this circus. Both sides were damaged as a result of this and Eisner has announced his departure, so why are they unable to put the company first and concentrate on the future?

It's because they want two things they don't have - restitution and restoration of power.

 

[DisneyKidds]

I'm not so sure I'm buying that, but we're all entitled to our own opinions.

I do agree that perhaps Stan and Roy could have taken up arms against Eisner earlier than they did. However, whatever actions they had been taking were from within. Eisner's changing of the ground rules and eligibility for the board may be the reason why they took the fight public when they did. They had no choice but to fight for change from the outside.

You think they are fighting for change just because change means bringing down Eisner for the sake of revenge. I think they are fighting for change because change will be good for the company.

Of course, the truth lies somewhere in the middle. Eisner is not as evil and inept as many make him out to be........but Roy and Stan aren't as petty and foolish as you make them out to be either, IMHO.

 

[crusader]

Buts that's a problem right there. Whatever actions they were taking within the company were futile for a good many years. The fact that they failed to act makes any problem seem hardly as grave and critical as they now appear to be saying.

Particularly when it comes from a Disney.

Eisner's changing of the ground rules and eligibility for the board may be the reason why they took the fight public when they did. They had no choice but to fight for change from the outside.

I couldn't agree more. And I've applauded them for what they accomplished in that fight.

You think they are fighting for change just because change means bringing down Eisner for the sake of revenge. I think they are fighting for change because change will be good for the company

I think they "were" fighting for change because Roy was removed from the board. The facts and circumstances speak for themselves.

My point is, that their biggest outcry was to call for the removal of Eisner, which is already in place, so why solicit the Kevin Yee's of the world and continue this charade now?

It's not because they want to save disney at this point. It's because they want something they don't have. Access. Power. Priviledge. Control. You name it. When you're on the outside looking in under these circumstances it quickly becomes a one-sided door closing behind you.

They feel it.

 

[DisneyKidds]

I happen to agree that two years is way too long to have a lame duck CEO at the helm. So I agree with efforts to step up the transition. So do many financial pundits. This whole two year transition is just the latest in gamesmanship from the Eisner camp.

 

[crusader]

Now you're switching gears on me.

Fair enough. Your opinions are warranted.

I haven't given that one considerable time to respond but I'll think about it.

One interesting sidenote: When Eisner's employment agreement was amended and restated in June 2000 guess who signed it as Chairman of the Executive Performance Subcommittee?

Stanley P. Gold
http://contracts.corporate.findlaw.com/agreements/disney/eisner.emp.2000.06.29.html

 

[KNWVIKING]

***"I happen to agree that two years is way too long to have a lame duck CEO at the helm. "***

If ME knows he's stepping down in two years but says nothing, is that better then him being going public and being viewed as lame duck CEO ? How would him keeping it a secret for another 12-18 months been better ? I'm not saying you're wrong, I just don't see a terrible downside to it.

Now I'll go and read the rest of the thread.

 

[KNWVIKING]

***"We intend to make it clear - to our fellow stockholders, to Disney Cast Members and to other Disney constituencies - that we will strongly support Directors who want to move Disney forward by requiring Mr. Eisner to leave as CEO and as a Director no later than the 2005 Annual Meeting and who are committed to the Board conducting an immediate search for a new CEO. By the same token, we will oppose with unrelenting vigor Directors who continue to support drift, delay, and decay. Should the Board not take the actions proposed above - immediately engaging an independent executive recruiting firm to conduct a worldwide search for a talented CEO and concurrently announcing that Michael Eisner will leave the Company at the conclusion of that search - we intend to take our case directly to our fellow stockholders and propose an alternate slate of directors committed to moving the Company forward aggressively."***

Is it just me, or can anyone else picture the directors sitting around the boardroom table after reading this not so subtle threat saying "Hey Roy,Stan..... GO #%%#$% YOURSELVES

 

[manning]

Is it just me, or can anyone else picture the directors sitting around the boardroom table after reading this not so subtle threat saying "Hey Roy,Stan..... GO #%%#$% YOURSELVES

one in which you will have the opportunity to exercise your fiduciary duties and demonstrate your commitment to serving the best interests of The Walt Disney Company and its stockholders.

This is your trigger point. They are putting the board on notice they may face a lawsuit.

 

[Chuck S]

Originally posted by manning
This is your trigger point. They are putting the board on notice they may face a lawsuit.

But, unless Roy & Stan could prove that Eisner, and Eisner ALONE is responsible for the poor financial performance AND that the company would definately come out ahead by paying both Eisner and a new CEO AND that the board is being negligent in its financial responsibility, the lawsuit would not be won...but would cost the company millions, so how do Roy & Stan figure that would make their side look good...would they not then be responsible for doing the exact same thing (costing the company $$$) that they are accusing Eisner and the board of?

Sure sounds more and more like sour grapes over Roy not being considered eligible for a seat on the board.

 

[crusader]

How long do you think this lawsuit would be dragged through the courts? At what cost?

This will obliterate any credibility SaveDisney.com has.

And ChuckS is right. They have to prove the damage. One of the biggest problems they'll face is when Disney gets compared to the other media corps over the same economic times.

Why am I concerned they'll try to generate a class action using their shareholder supporters as plaintiffs and hire a dream team?

Oh that's right. Because the company will payout from both ends.

No mutual fund will back this.

Fortunately for Disney, Mitchell is chairman.

 

[manning]

UNder negotiations 101 this a tactic. It's a card that has to be played to try to get the other side off of dead center. Sometimes it works sometimes it doesn't and the threat will or will not be used. As the opposing team you have to figure out what cards they are holding and hope you are right.

Boards in the past have been sued. If someone is determined or mad enough they will do it. Are Roy and Stan? One thing definite, we aren't definite about whether they are or not.

Disney is in a fiduciary lawsuit right now over Orvitz.

Another definite is we do not have all the facts and never will have to conclude how this will turn out.

My thoughts are how emotional are Stan and Roy about this? How far are they prepared to take this? How willing are the board members in exposing themselves to risk?

Kind of like a divorce, once the papers are filed who knows what is going to happen.

I for one, definitely don't know.

 

[DisneyKidds]

I just don't see a terrible downside to it.

Maybe there isn't, Vike. I think by making an announcement now he does give up some measure of power earlier than he had to. Of course, if it helps bring Pixar back in the fold he gains something. In any event, making an announcement now was sure to lead for calls to speed up the transition. Remaining silent might not have given Roy and Stan as much to work with.

As for Roy and Stans threats to the board, I'd imagine they are just that....but they have to play the card. I agree a lawsiut wouldn't be in the best interest of the company.

 

[WDSearcher]

Originally posted by manning
UNder negotiations 101 this a tactic. It's a card that has to be played to try to get the other side off of dead center.

And it works really well as long as the other side doesn't know it's a tactic.

I think Roy and Stan are going to find themselves involved in a big ol' game of chicken, and I don't see Disney blinking first.

How far Roy and Stan are willing to take it will help define if they're truly out to "Save Disney" or if the goal is to "get rid of Michael."

 

[Goofyposter]

...will help define if they're truly out to "Save Disney" or if the goal is to "get rid of Michael."

Some would argue that one accomplishes the other!

 

[manning]

And it works really well as long as the other side doesn't know it's a tactic.

Come on, everyone involved in negotiations know all the tactics used. It's taught.

What you don't know is what cards are being held by who.

The directors have been put on notice. Now they have to figure out what Roy and Stan have and how much are they personally willing to risk. Roy and Stan are saying to them we may have a provable case and we may go after the company AND the directors.

There's an interesting poker hand being played here.

 

[manning]

Looks like more of the poker hand has been revealed. Also anyone wanting to see the video of the interview with Bloomberg on CNBC go to savedisney.com. They have a link to it.



Cover Letter to Chairman George Mitchell

September 20, 2004

Chairman Mitchell,

As the Board convenes at this crucial moment in the history of The Walt Disney Company, we feel it appropriate to ensure that you are aware of the vast number of Disney stakeholders who are deeply concerned. The chorus calls for change are being sounded from every corner.

Leading public pension funds such CalPERS, North Carolina and Ohio have determined that two years is too long to await management transition.
We also understand large mutual funds have indicated the same over the last several weeks.
Governance experts such as Charles Elson and executive search experts have also concluded that your Board faces a heavy burden to reach definitive action.
Leading business publications such as The Wall Street Journal, Los Angeles Times and The New York Times have all reported clearly that the current situation is untenable.
Finally, we wanted to share with you the collective voice of another constituency that often gets lost: namely the small shareholder, consumer or fearful employee. The enclosed e-mails represent the many thousands of these individuals who also are looking to you to provide leadership at this point in time. We send them to you physically in the event that you and the Company have blocked or ignored your e-mails and faxes.

Enclosed are over 3,000 letters with another 2,300 having been received over the weekend. In total, in less than 72 hours, over 5,000 individuals took the time to let you know about their concerns. As you know, this is a mere representative sample of the public at large. We ask that you distribute copies to all non-management Directors.

It's clear that any variation of an Eisner/Iger management team is ill-equipped to respond to the needs of those most interested in the Disney legacy, primarily the shareholders of this great American institution. Your choices will be heard by all of them.

Sincerely,

Roy E. Disney Stanley P. Gold