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The biggest issue with Disney is succession, says Soundboard Governance president Doug Chia

Douglas Chia, Soundboard Governance president, senior fellow at the Rutgers Center for Corporate Law and Governance and Disney shareholder, joins 'Squawk Box' to discuss the latest developments in Disney's proxy battle with activist investor Nelson Peltz, the pitch from Peltz's Trian Partners to Disney shareholders, what to expect from the company's shareholders vote tomorrow, and more.

CNBC Television

4 days ago

tomorrow Disney's battle with investor Nelson pelts comes to a head the vote for board directors at the company's shareholder meeting with all of that kind of setting things out and despite some early confidence Disney faces a tough fight for support H as support for pelts grows among some influential advisers joining us right now is Doug cha he is the president of soundboard governance he's a senior fellow at Rucker's law school Center for corporate law and governance where he teaches a class a
nd he also happens to be a Disney shareholder and Doug thank you for being with us today you've got a pretty interesting story and a unique perspective on all of this um why don't you tell us just a little bit about this you you happen to be a retail investor in Disney you happen to teach a corporate governance class and somehow you got one of the early calls from trian what what happened what did they say to you in that phone call oh Doug hold on just a second we're not hearing you I think that
's an issue with the audio maybe we can try and get that worked out guys can you talk with that in the back and we'll see if Doug can get that worked out he does have aing okay there we go Doug okay we're just picking you up now for the first time so what happened so the uh you know Tran Disney Blackwells they're all uh they all have their proxy solicitors making calls and they're going pretty deep into the shareholder base so they got to someone like me who only owns you know a couple hundred s
hares on kind of mom and pop uh called me on my home phone uh then they reached me on my cell phone this is uh trian so I got a text from them so I called them back um and talk to their call center operator and ask a couple questions in terms of okay well if you want me to vote for pelts and Rulo instead of the Disney directors what's you know what's the case here um and I got kind of a surface level argument which is uh about what you would expect from one of these calls to a retail share holde
r who probably is not going to be like me who teaches a law school class uh and and knows what questions to ask so you said that you were not super impressed with that first call which it sounds like with as you're describing it right now you posted about it on LinkedIn and then you got another call um yeah so I posted about it on LinkedIn and apparently the folks at tranne uh picked up on that and they decided to give me a call um so we set up a uh uh you know we we set up a phone call and um a
nd I spoke with uh one of their uh one of their partners and one of their analysts and we had a really good uh chat for about 45 minutes and uh it was very substantive uh very civil um and they just wanted to make sure that I had all the answers that I needed because they knew that from the first call that I had with their uh call center operator I just wasn't getting satisfaction Factory answers and were you satisfied with the 45 minute conversation what what what did they say were you swayed u
m I can't say I was swayed uh I had read through all their materials so you know I kind of tried to pick apart some of their arguments uh asked why they weren't emphasizing you know one thing or the other um you know it seemed like it was more of a case of well we just need change for change sh sake and we're just the people to shake this place up and to me I'm not sure that's good enough to unseat uh incumbent directors if the people you're replacing with them with um don't seem like exactly th
e right people for what I think are the biggest priorities there what what do you think are the biggest priorities and would you consider yourself a Disney loyalist uh yeah I guess I am a Disney loyalist I I enjoy the parks uh I enjoy the the content and uh I've held the shares for for decades now um the biggest issue there is succession uh this is something that Disney has not been able to get right and this goes back to the early 1980s this is not a bob Iger thing um and so you know it's it al
most seems like there's some cultural or systemic issue going on at Disney um and yes so there is the case for change but the question is do pelts or Rulo or any of the Blackwells uh nominees are they the right people for that task the arguments that they're making in their materials address it a little bit but they're mostly uh trying to make the case that you know just Disney's uh Disney's perform poorly the the board is bad here are the two directors that we think of the weaklings we want to
pick off um but it's mostly kind of this negative uh advertising campaign and very little on the substance for how you know they say we want to restore the magic uh it's not clear how they're going to do that um and on the phone call I wasn't able to get a sense of specifics you know I asked them about looking in the case of DuPont and other fights you had specific strategic initiatives uh but in this case you really don't um and I what I heard is more of the same that we want them to have more
accountability we want them that more of an ownership mentality these kind of almost like stock phrases if you will that could be applied to to many proxy fights so I thought yeah that's that's not good enough for uh what I think is um you know some moves that Disney has already made uh that seem to be paying off and I'm willing to give them some more time yeah um they may not have realized what they were getting into when they first reach out but dou thank you uh for for sharing the story we ap
preciate it

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