How the U.S. Fights Apple Tests Antitrust Limits

Eisner made an exclusive statement to DealBook:

In 1983, Disney was attacked by corporate raiders trying to take over the business. This would have ended the Disney company as we know it, as it was suggested that the studio, theme parks and hotels would be sold. The board turned to me and Frank Wells, and a different story was written, one that was continued by Bob Iger and his management team.

Today a similar situation exists, so let's remember the lessons of 40 years ago. Bringing in someone who has no business or industry experience to disrupt Bob and his eventual successor is not only playing with fire, but also with earthquakes and hurricanes. The company is now in excellent hands and Disney shareholders should vote for the Disney listing.

Others have weighed in, following proxy advisory firm Glass Lewis and Disney's largest individual shareholder, filmmaker George Lucas (both backed by Disney and its current boss, Bob Iger):

  • Laurene Powell Jobs, a major Disney shareholder, who backed Iger: “He is a once-in-a-generation leader with an ambitious vision for the future, and we, as shareholders, are fortunate to have him guiding this company valuable at such a crucial moment in its history. .”

  • Service to institutional shareholders, the other influential proxy advisor, who recommended shareholders vote Peltz onto the board. Peltz, as a major shareholder, “could help with the succession process, providing assurance to other investors that the board is properly engaged this time around.” It could also help evaluate future capital allocation decisions.

ISS advised abstaining from voting for outgoing board member Maria Elena Lagomasino, citing “multi-year concerns” about her role on the compensation committee. (Interestingly, the company did not recommend that shareholders vote to add Jay Rasulo, the former Disney CFO who Peltz also named as a director candidate.)

The regional banking crisis triggered a wave of consolidation just over a year ago. Now, regulators want to step up oversight of big bank acquisitions, which could worsen the chances of deals like Capital One's $35 billion bid for Discover Financial.

The FDIC is proposing the first overhaul of takeover rules since the 2008 financial crisis. Under the new framewhich would apply to transactions creating a bank with more than $100 billion in assets, regulators would have to consider the effects of the transaction on public interest grounds, including financial stability, communities and competition.

This would represent a big change. Bank merger reviews have traditionally focused on deposits and branches. But Jonathan Kanter, the Justice Department's antitrust chief, said Thursday that lenders now offer so many different services that a broader approach was needed to take into account how a deal would actually affect competition. (THE Office of the Comptroller of the Currency(Y is also pushing for rules to prevent big banks from buying competitors.)

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