Burbank, California – An activist investor, Blackwells Capital, has filed a lawsuit against Disney claiming an inappropriate relationship with shareholder ValueAct Capital. The lawsuit, filed in Delaware Chancery Court, raises concerns about ValueAct being paid to take a pro-Disney stance in an ongoing proxy fight with activists pushing for changes on Disney’s board of directors.
In the legal filing, Blackwells seeks access to Disney’s records to investigate possible wrongdoing, mismanagement, or breaches of fiduciary duty. The lawsuit also highlights Disney’s failure to disclose ValueAct’s management of Disney pension funds from 2013-23, a fact uncovered by Blackwells. The complaint stems from Disney’s announcement regarding ValueAct’s support for the company’s board nominees and management, which included sharing information and strategic consultations.
Disney has refuted the lawsuit’s claims, labeling them as baseless attempts to draw attention to Blackwells’ director candidates. The company denied any current or past involvement of Disney pension funds with ValueAct. The legal dispute comes amid a significant power struggle within Disney’s shareholder meetings, with shareholders split between various factions supporting different board candidates.
Shareholders have begun voting for board nominees, with tension rising between Trian Fund Management and Blackwells over their contrasting views on Disney’s leadership and board composition. The outcome of the shareholder meeting, set to be revealed soon, is anticipated to have a substantial impact on Disney’s future direction and corporate governance.
Disney’s spokesperson has highlighted the importance of transparency and accuracy in reflecting the company’s dealings with shareholders and investors. The ongoing proxy battle reflects the complexities of corporate governance and shareholder activism in large companies like Disney, where competing interests and agendas shape the outcomes of board elections and strategic decisions. As the shareholder meeting approaches, tensions are high, with millions spent on campaigning and promoting rival perspectives.