didn't already have enough headaches, now it's getting sued from two different directions.
Former director Roy E. Disney, a leading thorn in the company's side, sued Disney Tuesday over a proxy battle he's waging with the media giant. In addition, within hours of
unsolicited bid for Disney, a Disney shareholder filed a merger-related class-action suit in Delaware.
The shareholder's complaint alleges that Disney CEO Michael Eisner's reported refusal to consider a merger with Comcast means that Eisner and the rest of the Disney board "are attempting unfairly to deprive plaintiff and other members of the Class the true value of their investment in Disney."
Both lawsuits represent further annoyances for Eisner, who likely had hoped to start a two-day investor meeting Wednesday without having to contend with further distracting criticisms of his leadership. A Disney representative couldn't immediately be reached for comment.
Disney's shares, buoyed by Comcast's offer, rose $3.40 Thursday to trade at $27.48.
Roy Disney's lawsuit, filed Tuesday evening in Delaware Chancery Court, stems from his attempt to rally shareholder sentiment against Eisner. Roy Disney and fellow former director Stanley Gold are focusing on withholding support for directors at the company's March 3 shareholder meeting.
The two directors quit Disney's board last year, saying that Eisner's management had failed the company founded by Roy's uncle Walt.
Roy Disney's suit seeks an order compelling Disney to hand over "certain stocklist materials and books and records of the Company for purposes of inspection and copying."
Disney says he wants the stocklist materials to communicate with shareholders of the company in advance of the meeting, and to request they withhold their vote for certain of Disney's nominees for the board.
He says he wants to inspect the company's books and records to investigate whether the company's management has engaged in activities including "improper conflicts between directors and officers and the Company's compensation committee, and lack of due care with respect to compensation matters."
Roy Disney says the company has asked him to sign an "unreasonable and improper" confidentiality agreement, and says the company won't provide a list of shareholders who own Disney stock through their participation in the company's 401(k) plan.
The separate shareholder suit says the company's board had a duty to "undertake an appropriate evaluation of the Company's net worth as a merger/acquisition candidate."
That suit was filed Wednesday morning in Delaware Chancery Court, less than three hours after Comcast publicly announced its bid.