1. If You Could See It Through My EisnerCEOs say the darnedest things. Especially if they're Disney ( DIS) CEO Michael Eisner. Eisner, you may recall, spent a great deal of his time earlier this year telling investors that (a) everything was OK at Disney; (b) the company and its management were on the right track; (c) there was no need to shake up management or corporate governance at Disney; and (d) everything was OK at Disney. That's what was happening, at least until March 3. It was on that day, you may recall, when 43% of shareholders withheld their votes for Eisner's re-election as chairman of Disney's board. Only after that vote did Disney do what a lot of vocal shareholders apparently wanted the company to do: eject Eisner from his chairmanship. As announced in a press release issued on the night of the acrimonious shareholder meeting, Eisner was succeeded as chairman by lead independent director George Mitchell, who was so beloved by shareholders that only 24% withheld their votes for him. So what did Eisner have to say last week about the late-night decision, a few hours after the negative shareholder vote, that relieved him of the chairmanship? "I didn't come to this arrangement kicking and screaming," Eisner said in a Q&A session arranged by Credit Suisse First Boston. "I was happy for this arrangement, particularly with George." Not kicking and screaming? Hah! How are we supposed to characterize Eisner's -- and Disney's -- tooth-and-nail defense of the status quo in the months leading up to the shareholder meeting? A passion for change? Perhaps Eisner would have us believe that he really wanted to lose his chairmanship -- that it was someone else who forced him to stay. That's the party line, at least, according to a roundtable held by proxy solicitation firm Glass Lewis a week before the shareholder vote. During that session, Mitchell was asked why Disney, which retained corporate governance expert Ira Millstein in 2002, didn't take to heart Millstein's fervent belief that companies should separate the chairman and CEO posts. Millstein, says Mitchell, "advised the board that we not at this time divide the positions. He took the view that where you have an existing chairman and CEO that the appropriate time to make a change was when a transition occurs, which would be, of course ... when the current contract of the CEO expires, assuming we want a change then." Ah. Just like Eisner, Disney's board wasn't dragged kicking and screaming into its March 3 decision. Those folks wanted to split the posts all along. It was that mean old Ira Millstein who held them back.
|Barrett's Boondoggle |
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