March 9, 2018

The Disney Annual Meeting: High Drama?

Yesterday, the Walt Disney Company held its annual meeting – and apparently it wasn’t a smooth one. I’m not sure exactly what happened, but here is the intro of this press release from the “National Center for Public Policy Research”:

A veteran of more than 100 corporate shareholder meetings, National Center for Public Policy Research Free Enterprise Project Director Justin Danhof, Esq. is calling out the Walt Disney Company for its shameful manipulation of its annual shareholder meeting held today. Danhof says the company planted adoring fans and company employees in strategic positions in the meeting room so they could praise Disney CEO Bob Iger while blocking investors with serious issues from participating.

“I have never seen anything like the charade that Disney executives executed today. Iger and the rest of Disney’s leadership need to immediately issue a genuine apology to every investor who attended today’s meeting,” said Danhof. “Bob Iger has been called the most powerful person in Hollywood. What a joke that is. Today, he proved he couldn’t even handle a few critical questions from investors.”

Normal protocol for shareholder meetings allows for investors to address CEOs in an open question-and-answer session that follows formal business votes. At today’s meeting – held in Houston, Texas – Disney only allowed questions to be asked by individuals sitting in a few designated rows. Then, in an obvious effort to ensure those questions and comments were complimentary, they allowed members of a specific Disney fan club to enter the arena ahead of regular shareholders. Once inside, these fans occupied nearly all of the designated question-and-answer seats.

The meeting was held in Houston – and news about it got picked up by the papers everywhere (see this article). I have no idea what happened – but let me wager a guess: I would think it likely that Disney imposed a lot of restrictions on its meeting. As noted in this article, there were large protests by Disneyland employees protesting for higher wages who were denied entry. Of course, if it happened, Disney wouldn’t be the first company to plant employees in the audience to lob softballs – but this looks like a lot of hard spin to me. This organization likes to stir things up at “liberal” company meetings. Did it at Apple a few years ago…

This all happened ironically as our own webcast on the “Conduct of the Annual Meeting” was taking place (audio archive now available). Please take a moment to participate anonymously in these surveys: “Quick Survey on Annual Meeting Conduct” – and “Quick Survey on Whistleblower Policies & Procedures.”

SEC Staff’s Guidance on Cryptocurrency Exchanges

A few days ago, the SEC’s Enforcement Division and Division of Trading and Markets issued a joint statement over cryptocurrency exchanges. The statement is the latest effort by the SEC to address potentially fraudulent or manipulative behavior in the burgeoning market for ICOs and token deals – it’s both an informational document for investors using online trading platforms and a warning to operators of those platforms that the SEC is scrutinizing their activities. We’re posting memos about this in our “Blockchain” Practice Area

7 Ways to Sleep at Shareholder Meetings

I know I blogged about this a few years ago, but it’s own of my favorites – my 2-minute video about “7 Ways to Sleep at Shareholder Meetings”:

Broc Romanek