Roy Disney, Stanley Gold Sue Disney Co. Over Iger Selection

May 9, 2005  •  Post A Comment

Former Walt Disney Co. board members Roy Disney and Stanley Gold on Monday filed a lawsuit against Disney alleging that the media giant’s board misled investors about the process involved in choosing Disney President and Chief Operating Officer Robert Iger as CEO.

The suit, filed in the Delaware Chancery Court, asks the court to invalidate the 2005 election of Disney’s board and to order the company to hold another election for directors after the board provides full and fair disclosure of the process by which they selected Mr. Iger to replace outgoing CEO Michael Eisner this October.

Mr. Disney and Mr. Gold have been critical of the process by which Mr. Iger was selected earlier this year to replace Mr. Eisner, and they lay out their concerns in the lawsuit, pointing to reports that the board interviewed only one external candidate, reportedly eBay CEO Meg Whitman, and reports that Mr. Eisner was present or expected to be present at interviews of external candidates.

In a statement issued Monday, Mr. Disney and Mr. Gold said that “despite the board’s public promises to company shareholders that it would conduct the CEO search with ‘open minds’ and with no predeterminations or preconditions, in reality, the board’s CEO selection process precluded serious and effective consideration of external candidates.”

The two men also said the board failed to properly investigate Mr. Iger’s role in the acquisition of Fox Family Channel, of which Disney was widely criticized for overpaying, and the apparent plan to save the company $400 million by writing down the value of Fox Family assets.

“The record of strong performance of The Walt Disney Co. speaks for itself, and this frivolous and baseless lawsuit reflects the mean-spirited, self-serving interest of two ex-board members,” Disney said in a statement.

The lawsuit names Mr. Iger and Mr. Eisner as defendants. Also named are board members Judith Estrin, John Chen, Aylwin Lewis, Monica Lozano, George Mitchell and Leo O’Sullivan. Among the charges leveled against the board are fraud and breach of duty related to actions that defied the board’s public statements about how they would proceed with the search to find an Eisner replacement.