Roy Disney/Stan Gold response to Eisner announced step down

[crusader]

well said wdwsearcher.

Hopefully we'll get there. Right now, it's seems preservation is the only thing being focused on.

I'd like to see Roy take on a more effective oversight role, but I'm losing patience with this whole scheme and honestly don't trust him to do the right thing at this point. The more this plays out the more it evolves into a case of "if I'm going down, you're going down with me".

I do agree that getting legit candidates to sign on with Roy/Stan is going to be difficult, though you are overstating some of the reasons.

It may sound like an overstatement for many companies undergoing something like this, but for a network with a Democrat in the hot seat it's big political news from every angle -and it will be exploited by the competition.

Mitchell will be on. Eisner will be on. Iger will be on. Roy/Stan will be on. Talking heads will be on. All taking shots at this proverbial punching bag referred to as a slate of candidates.

 

[raidermatt]

Crusader, your conspiracy theories are always an interesting read.


Searcher, again, they were ON the Board. The Board kicked Roy out (at Eisner's behest of course).

Forgetting for a second who we think is more at fault for the situation... If the Board didn't want to continue working with Roy/Stan while they were members of the Board, why do you think they would seriously want to consider their input now?

Further, if they did, can you imagine how that would make Eisner look? The Board fully cooperating with the very people who want to replace him? Especially when several members of the Board are also on Roy&Stan's "oust list"?

As long as Eisner has any control left, that simply is not going to happen.

Again, we have to remember that the starting point in this saga was not Roy getting kicked out. I'm not sure how long Roy/Stan were fighting for change, but it was coming out publicly several years ago. Your suggestion for cooperation was appropriate then.

But, unfortunately, that time has past. Just like many other types of situations, the time for cooperative diplomacy has passed. Whether that's because the parties erred in their efforts, or because one or both never really wanted to cooperate is irrelevant now.

The point is, the Board HAS said no to their help, on many occasions. I mean really, we are talking about a Board that virtually ignored an unprecedented 45% shareholder "withhold" vote. Yes, they removed Eisner from Chairman, but replaced him with a guy who had the second highest "withhold" vote.

If they can say no to Roy when he's on the Board, and can say no to the shareholders, there's no way they would change their tune now.

Alternative tactics are an unfortunate necessity.

 

[WDSearcher]

Originally posted by raidermatt
Searcher, again, they were ON the Board .... Forgetting for a second who we think is more at fault for the situation... If the Board didn't want to continue working with Roy/Stan while they were members of the Board, why do you think they would seriously want to consider their input now?

Yes, my dear matt. I know they were ON the board. So was Michael, once upon a time. Things change. Why do I think that the board would seriously want to consider R&S input now? Because things change. You have everyone in this bubble of "if that's how you felt then, that must be how you feel now." Well ... if that's the case, then why are Roy and Stan so anti-ME? At one point in time, they liked him ... they advocated his hiring ... they put him together with Frank Wells and courted him, for goodness sake. If your position of "as you have felt in the past, so shall you always feel" were operational, then Roy and Stan would have never had their epiphany and they'd be off happily racing their yachts and things.

My point is that all Roy and Stan are doing is spinning their wheels. They're not moving anything forward, they're just tossing out barbs -- and the same old barbs, at that. That means that the board, who may or may not actually be trying to find a successor, as Roy and Stan keep pushing at them to do, have to take time out and answer to any and all charges that Roy and Stan come up with and fling their way. Because the Board, as we know, has egos just like Roy and Stan do.

Now, if Roy and Stan just said, "I know ... we'll be the grown-ups here and stop the name calling and put together some candidates and talk to some of those folks on the board who we still kind of like and maybe that will help things move forward", it might ... I don't know ... maybe help things move forward. Yes ... they might get rebuffed. But they're big boys, they should be able to handle it.

And you know, the Board doesn't have to "fully cooperate" with Roy and Stan to benefit from their suggestions -- all they have to do is listen. One person has to listen.

The vote, my nostalgic friend, is in the past. Doesn't matter how many percentages voted against ME. It's done. Finished. Forget about it. The vote happened and then ... nothing. No significant movement from the board, countered by no significant movement from Roy & Stan. There wasn't even significant movement from the stock. The only significant movement was Comcast walking away. If my time for compromise was back then, Roy & Stan's time for action was back then too. They dropped the ball and missed their prime window. They let the Board win. Or at least put forth the impression of winning. They don't have the power they had back at that moment, and they just need to realize it, and figure out what they're doing next. So the board said no a couple of hundred times. Try just once more. What have you got to lose?

Alternative tactics -- I'm all about alternative tactics. What are they? What alternative tactics are Roy and Stan employing, pray tell? Writing letters, sending faxes, making threats? Those were the original tactics, weren't they?

SHOW ME SOMETHING NEW.

 

[DisneyKidds]

Right now, it's seems preservation is the only thing being focused on.

On the part of whom? Roy? Stan?

The more this plays out the more it evolves into a case of "if I'm going down, you're going down with me".

Again, on whose part? Roy? News flash. He's already "gone down". He isn't "going down" as he's been off the board for a while now. I just don't see him as being so petty and so foolish that he wants to bring Eisner down after the fact in a fit of vengence. Just don't see it. Sorry. He has never been shown to have that kind of an ego...........Life is too short and he's too rich, with too many yacht races to win to mire himself in this crap if he didn't care about the legacy and future of a company that still bears his name.

 

[raidermatt]

Yes, things change, but the more they change, the more they stay the same.

Eisner still wants nothing to do with Roy. Roy still wants Eisner out. The board is still under Eisner's control, especially when it comes to short-term matters like dealing with Roy.

There has been no indication in any way shape or form that the Board's stance with regard to Eisner or Roy has changed.

Going back to the "lets all work together" strategy would be completely pointless.

My point is that all Roy and Stan are doing is spinning their wheels. They're not moving anything forward...

Admittedly, they have appeared to be taken by surprise twice now. Once, when Roy was booted, and again when the Board didn't react more strongly to the withhold vote. They didn't appear to have clear next steps laid out at either of those times.

But they have already had an impact. Their dissent helped to embolden fund managers who came out against Esiner. The fact that Eisner made an announcement that he would leave is also directly due to their efforts.

A strong case could even be made that if Eisner were not under such pressure, he might not have even made the decision to leave in two years.

As bstanley pointed out, you're expecting things to move more quickly than is reasonably possible. If there is to be a new slate of directors, they aren't going to be named until we are much closer to the meeting date. You just can't say they aren't doing anything because you don't have the names.

So the board said no a couple of hundred times. Try just once more. What have you got to lose?

If they do it privately, nothing. But then again, if they do it privately, you and I wouldn't know about it.

They don't have the power they had back at that moment, and they just need to realize it, and figure out what they're doing next.

If they are really that powerless, then they are a non-factor, and all of their complaining shouldn't bother you, Eisner, or anyone else.

Yes, I believe they missed an opportunity. But that doesn't mean the game is over. Clearly they continue to have influence, as witnessed by Eisner's continued need to counter them.

Its fine to be skeptical of what they have planned, and their ability to pull it off. But it's not logical to conclude they have nothing planned simply because they haven't given us names.

If when the next board meeting rolls around, there is no viable alternate slate, and then we hear that Iger is the new CEO, then we can all say that in the end, Roy and Stan made a lot of noise, but didn't accomplish all that much.

But for now, at least, the issue is in doubt, and there's simply no way around that.

 

[KNWVIKING]

***"The fact that Eisner made an announcement that he would leave is also directly due to their efforts."***

Do we know this for sure ?

 

[crusader]

Crusader, your conspiracy theories are always an interesting read.

Funny! I could say the same about your IF/THEN formulas.

On the part of whom? Roy? Stan?

All of them, Kidds. Disney's execs. are about preserving their reputation and legacy. Roy and Stan are about preserving their mission.

You gotta know when to fold - win, lose or draw.

I just don't see him as being so petty and so foolish that he wants to bring Eisner down after the fact in a fit of vengence. Just don't see it. Sorry. He has never been shown to have that kind of an ego

I know you don't. He's not going to display this in a "fit". But they're P O'd bigtime! I saw it at the shareholder's meeting. The feelings are raw.

 

[raidermatt]

Do we know this for sure ?

Of course not.... We don't know much of anything for sure.

But we do know hardly anybody outside of Disney is buying the explanation given, that they need that much time to find a replacement.

I suppose you could take the position that it was solely due to the outspoken pension fund managers, but its pretty difficult to say Roy/Stan have had nothing to do with their actions. Especially since they were actively pursuing them, and probably still are.

And again, if Roy and Stan are irrelevant and having no impact, there'd be no reason to even sweat them. No reason to call for them to change tactics or pipe down.

They're either having an impact and you're (generic you) concerned about that impact, or they are powerless and irrelevant... can't be both.

 

[raidermatt]

Funny! I could say the same about your IF/THEN formulas.

Sure you could. Logically addressing them rather than going Oliver Stone would be better, but that's your choice.

All of them, Kidds. Disney's execs. are about preserving their reputation and legacy. Roy and Stan are about preserving their mission.

If you take it to that level, that includes anybody with any kind of purpose. A nice statement of fact, but doesn't advance any kind of arguement in any direction.

You gotta know when to fold - win, lose or draw.

True, and its clear the game is not over, so its absurd to expect anyone to bail out now, given their positions.

But they're P O'd bigtime! I saw it at the shareholder's meeting. The feelings are raw.

So what? There's nobody out there disputing Eisner's disgust for Roy on the same level either.

Human beings have emotions. Saying that somebody feels passionately about something has no bearing on the value of their cause, nor their ability to advance it.

The only question is whether they have the ability to set aside the unproductive emotions when making their decisions.

Can't prove that either way, but it doesn't seem many of the analysts are writing Roy's actions off to him simply looking for some payback.

 

[crusader]

You logic. Me Oliver Stone? only in Hollywood.

I don't expect them to bail unless they are doing more harm than good. Right now, they're shooting blanks.

Human beings have emotions. Saying that somebody feels passionately about something has no bearing on the value of their cause, nor their ability to advance it.

Sure it does. I never doubted they were passionate. That's one thing. Being angry is another. That emotion tends to cloud judgement.

 

[WDSearcher]

Originally posted by raidermatt Yes, things change, but the more they change, the more they stay the same.

Oh come on ... that's a cop-out, cliched answer. You can do better than that.

Eisner still wants nothing to do with Roy. Roy still wants Eisner out. The board is still under Eisner's control, especially when it comes to short-term matters like dealing with Roy.

Again ... you're assuming EVERYONE on the board feels exactly the same way. Just because the board votes one way, doesn't mean everyone feels the same. It just means that the majority agrees. It's up to Roy and Stan to find the people on the board who have some wiggle room in their opinions. They aren't going to change the stance of the board by continuing to badger and prod and yell at them. They're going to change it one person at a time, by building alliances and swaying opinions. But they apparently prefer to badger and prod.

Going back to the "lets all work together" strategy would be completely pointless.

Working together is never pointless. And it's the only way anything is ever going to get done. If Roy and Stan continue to work inside their anti-Eisner bubble, they will lose. They'll put up a good fight, and people will remember them as having tried and all, but they'll lose. That's been shown. Huge percentage of "no confidence" -- and yet Eisner remains in charge. Even when Roy and Stan win, they lose. So ... they need new tactics. Face it guys, the old ones don't work.

You just can't say they aren't doing anything because you don't have the names.

No ... but I can say they aren't doing anything because I haven't seen them do anything. I do, however, read regular articles about Roy's yacht racing and about how Shamrock holdings just bought another new company. But even the website doesn't do anything more than regurgitate info that's in the news, with a couple of snide remarks thrown in. Again ... show me something new.

If they are really that powerless, then they are a non-factor, and all of their complaining shouldn't bother you, Eisner, or anyone else.

And "nyah, nyah" to you too. It doesn't bother me. I'm not the one who started the topic. I'm responding to other people's remarks and opinions as part of an ongoing discussion.

Its fine to be skeptical of what they have planned, and their ability to pull it off. But it's not logical to conclude they have nothing planned simply because they haven't given us names.

Or anything else.

The issue is in doubt, and there's simply no way around that.

True. But with the overwhelming votes they had at the stockholder's meeting, the issue shouldn't be in doubt. And the only reason it is, is because Roy and Stan didn't plan for "what next" after the vote. They assumed an overwhelmingly large vote of no confidence would automatically mean Eisner would be gone. And when that didn't happen, they had no Plan B to go to. And because of that, they've lost their momentum and probably some of their credibility. There's simply no way around that either.

 

[manning]

No ... but I can say they aren't doing anything because I haven't seen them do anything.

What you don't see is what you have to worry about because...............you don't know what they are doing. How do you react to it?

 

[DisneyKidds]

And the only reason it is, is because Roy and Stan didn't plan for "what next" after the vote.

That's a pretty big assumption on your part. I don't know that they do have a plan, but I can't just assume they don't because I don't know what it is. Sure, I wish this whole thing was like the World Series of Poker or Celebrity Poker Chanllenge and we had a pocket cam so we could see everyone's cards....but it ain't .

I'm sure they HOPED that the unprecedented vote of no confidence would lead to Eisner's immediate demise. However, I don't think they were at all surprised by the mere splitting of the Chairman and CEO roles. From that point there really wasn't/isn't much they could do until the next stockholder's meeting comes around. Announcing their alternate slate of directors months ago would have been a huge mistake. Too much time for the Eisner camp to make a case against, justified or not. I think Eisner's "I'm leaving in 2006" announcement only gave Roy and Stan an opportunity to press the case a little now, but I'd still expect them to wait a bit longer before going public with an alternate slate......if that is even necessary. Who knows, maybe the board does an independant search and comes up with a candidate from the outside that everyone agrees with.

There are just too many directions this could all go in for either side to go all in and lay their cards on the table. But just because Roy and Stan don't do that doesn't mean all they are holding is a two seven off suit *.

* Worst hand in Texas Hold'em for those who don't fancy poker .

 

[raidermatt]

Searcher, sorry if I'm coming off as confrontational to you... that was not the intention.

It's up to Roy and Stan to find the people on the board who have some wiggle room in their opinions. They aren't going to change the stance of the board by continuing to badger and prod and yell at them. They're going to change it one person at a time, by building alliances and swaying opinions. But they apparently prefer to badger and prod.

Roy/Stan KNOW who the open-minded indivduals are, if any. The problem is, they are in the minority, and apparently have little influence within the Board. Again, if that weren't the case, Roy and Stan would still be on the Board.

They tried for YEARS to build alliances and sway opinions. At some point, you have to move on.

There's also a time factor here. If they continued to go the cooperate with the Board route, and did not achieve better results, Eisner would have a much greater chance of getting his choice approved.

Now, its possible Iger could end up being the right guy, but Roy and Stan's efforts are a significant reason why there is greater scrutiny being placed on the Board's efforts to find a new CEO. For whatever reason, they were not able to bring on that kind of scrutiny when they tried to work with the Board, behind the scenes.

And "nyah, nyah" to you too. It doesn't bother me. I'm not the one who started the topic. I'm responding to other people's remarks and opinions as part of an ongoing discussion.

Sorry, didn't mean it that way. Just an answer to anyone who says Roy and Stan are irrelevant, or not having any influence over events.

Working together is never pointless. And it's the only way anything is ever going to get done.

In most instances, I agree with you. But when it comes to corporate power stuggles, there are plenty of examples of things getting done in spite of a lack of cooperation. The Disney situation from 20 years ago is just one example.

Yes, its not good when things go that far, but cooperation requires a willingness from both sides.

If Roy and Stan continue to work inside their anti-Eisner bubble, they will lose. They'll put up a good fight, and people will remember them as having tried and all, but they'll lose. That's been shown. Huge percentage of "no confidence" -- and yet Eisner remains in charge. Even when Roy and Stan win, they lose. So ... they need new tactics. Face it guys, the old ones don't work.

We have to define win/lose. If the only way they "win" is Eisner resigns before the end of his contract, and a CEO of their choosing is inserted, then you're probably right. The chances of winning are slim.

But if more scrutiny is placed on the process, resulting in a better choice for the company, rather than the simple rubber stamp on what Eisner wants, then I have to consider that a victory as well.

Then there's various "in between" scenarios, which probably wouldn't have been possible without the outside pressure.

I can say they aren't doing anything because I haven't seen them do anything....But even the website doesn't do anything more than regurgitate info that's in the news, with a couple of snide remarks thrown in. Again ... show me something new.

As has been pointed out, it wouldn't make sense for them to put out what you are looking for now. They have put out what they think the general business direction should be, but specifics wouldn't come from them. That will come from potential CEO candidates, if/when that time comes.

...they've lost their momentum and probably some of their credibility. There's simply no way around that either.

I've already agreed with this on several occasions. Kidds makes a good argument for why that might not be a correct assumption, but I still think they dropped the ball.

Maybe there wasn't much of anything they could actually have done, but regardless, there's little doubt that the next opportunity is the annual meeting. Its just too early to put out any real specifics at this time.

This does not mean I am predicting they WILL win big by then, only that they can't be written off based on where things stand now.

Kidds also correctly points out that there's a LOT of time left before they can really take that action. You can't leave Eisner 7 months to counter... he's proven he'll eat them up if they make a mistake like that.

Lots of different ways this could go, which in and of itself is solid evidence Roy/Stan aren't dead yet.

 

[WDSearcher]

I didn't really expect them to announce their slate, but I did expect them to have better answers to "Who do you have in mind?" than "When we know, we'll tell you." Everyone keeps looking at Mitchell and the board and wondering what, exactly, they're doing. I guess I'm just looking for a little indication here or there that there's actually work being done by the Save Disney team too. Because everything that comes out from them seems to be the same old thing. Same accusations, same call to fire Eisner, same criticisms of the board -- nothing new.

 

[raidermatt]

Certainly I agree that its not reasonable to expect most to back their alternate slate and/or CEO without knowing who that is and how they intend to move the company forward.

I'm just in favor of them continuing to apply pressure because without it, I don't really think there is much hope of significant improvement post-Eisner.

That's not to say their pressure guarantees improvement, only that it makes it more likely.

 

[WDSearcher]

Originally posted by raidermatt Searcher, sorry if I'm coming off as confrontational to you... that was not the intention.

Oh ... I know. I'm just enjoying a good debate.

Roy/Stan KNOW who the open-minded indivduals are, if any. The problem is, they are in the minority, and apparently have little influence within the Board. Again, if that weren't the case, Roy and Stan would still be on the Board.

This is where the big difference between us is, I think. You look at "the Board" as a single entity, with a single opinion. I look at them as a group of individuals, all of whom have a seperate opinion that can be swayed. "The Board" as a whole may not listen to anything Roy and Stan said, were they to show up as guest presenters at a meeting. But individuals within that board might, and all Roy and Stan really have to do is get a couple of people to think. And it's my opinion that, by continuing to badger and prod "The Board" as a whole, they are destroying any chance they may have of forming alliances with individuals within the board who may not fully agree with Mitchell and Eisner, but who have no other side to walk towards. I truly believe that if Roy and Stan would back off of the public scoldings and focus their efforts on talking to the individuals on the board -- and acknowledging that they ARE individuals and not everyone there is Mitchell or Eisner's patsy -- that they would stand a better chance of success. As a stockholder, I would prefer that any change in board include at least one or two members of the current gang with any new slate Roy and Stan might present. I don't think wiping the slate completely clean and replacing everyone down to the last man is a good way to go. And, while I agree that there are members of the board who need to go, I also strongly believe that there are members of the board who do have the good common sense and business acumen that the Company needs to move forward.

Now, to your point, maybe Roy and Stan ARE quietly approaching individual board members and having discussions. But if I, as a dissident, were doing that, I think I might back off on the public accusations while that was happening, as a courtesy to the people I was meeting with on the side.

 

[Goofyposter]

I look at them as a group of individuals, all of whom have a seperate opinion that can be swayed.

And herein lies the great disconnect between fact and fiction.
Those 'individuals' have done nothing over the past few years that they were not "swayed" to do by Ei$ner.
They have been mere corporate window dressing - puppets made to 'sing and dance' for management's dinner!
The few good board members have been osterisized by the Ei$ner faithful. Einser hass activitely DIScouraged social gathering by board members - instead trying to limit their interactions by channeling their access to him on solo meetings with him.

We'll see now if we can trust the group of individuals or not.

 

[crusader]

Originally posted by WDSearcher
..... maybe Roy and Stan ARE quietly approaching individual board members and having discussions. But if I, as a dissident, were doing that, I think I might back off on the public accusations while that was happening, as a courtesy to the people I was meeting with on the side.

I'm not sure if Roy and Stan are working this from both directions. Based on what has spilled over into the public, it doesn't fit with the idea they're engaged in any private discussions. If you're out there making public accusations nobody is going to take your calls unless they are left with no choice.

Right now the company has plenty of options to run with outside of these guys and the biggest one is that "we're hiring" banner being waved around.

I'm just in favor of them continuing to apply pressure because without it, I don't really think there is much hope of significant improvement post-Eisner.

I'm in favor of them providing real answers besides removing Eisner. No more b.s.

As has been pointed out, it wouldn't make sense for them to put out what you are looking for now. They have put out what they think the general business direction should be, but specifics wouldn't come from them. That will come from potential CEO candidates, if/when that time comes.

Why not? I'd agree if this was anyone besides Roy Disney. He's out there publicly denouncing the business direction of the company. If he doesn't take it one step further and provide a solid effective plan besides putting it all on the "new leadership" he appears to lack the same vision he's criticizing Eisner for.

 

[WDSearcher]

Originally posted by Goofyposter
And herein lies the great disconnect between fact and fiction.
Those 'individuals' have done nothing over the past few years that they were not "swayed" to do by Ei$ner. They have been mere corporate window dressing - puppets made to 'sing and dance' for management's dinner!

That's a huge assumption, unless you've seen a member-by-member tally of how individual people voted on each issue. All we ever see is the end result of the vote, not a poll of the members. And for every issue that passed, it could have been the difference of one vote that passed it. Without sitting in the board room, I have no way of knowing how much "swaying" Eisner did or how much speaking up against things Roy (or others) did. Just because a vote goes through doesn't mean everyone agrees. I still believe that the individuals are worth more than the sum of their parts.

FYI -- this just in ...

(USA Today) – Dissident former directors Roy Disney and Stanley Gold on Tuesday called a temporary cease-fire in their war with CEO Michael Eisner and the Walt Disney Co. But they promised to go back on the attack if the Disney board doesn't deliver on its promises to hire an executive search firm to find Eisner's successor by June – and to deny Eisner the chairmanship if he seeks to reclaim the post after George Mitchell retires. Calling it a "pause in the action," Roy Disney praised the board's "leadership and independence" for announcing that it will consider outside CEO candidates as well as the sole internal contender: President and Chief Operating Officer Robert Iger. His partner, Gold, said however that they'll move forward with a proxy fight for an alternative board slate at Disney's spring annual meeting if the board doesn't show progress in the next few months. "We need to see them walk the walk. If this is some snare or ruse, we'll be right back at it," Gold said. The duo said they'll take Mitchell "at his word" that Eisner will step down as both CEO and a member of the Disney board as soon as his replacement is found. They also called on Disney's 11-member board to hire two more independent directors. They threw their support behind possible candidates Haim Saban, the Hollywood mogul behind the Mighty Morphin Power Rangers franchise, and Richard Breeden, former court-appointed monitor in the WorldCom bankruptcy and former chairman of the Securities and Exchange Commission. Roy Disney and Gold "are taking a wait-and-see approach. To be a credible critic you have to give credit where credit is due," said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware. He added, however, "This is a long corporate battle that will go on for years."

Just what I've been asking for -- something new. A little "breathing room" for the board and some nice words about their current effort. Thanks, Roy and Stan.