By ALEX VEIGA, AP Business Writer 36 minutes ago
Two key dissidents of The Walt Disney Co. on Monday sued the company, alleging members of its board of directors made false statements to shareholders about the search for a successor to CEO Michael Eisner.
In the lawsuit, filed in Delaware Chancery court, Roy E. Disney and Stanley Gold are asking the court to void the election of the Disney directors, force another election and disclose all of the details of how they selected a new chief executive.
Among the defendants named in the suit are Eisner, Chairman George Mitchell and Disney President Robert Iger — who was named in March to succeed Eisner as chief executive.
The disgruntled ex-directors contend the Disney board used "company resources to promote Iger's candidacy and did not in good faith seriously consider any other candidate."
Roy Disney and Gold withheld their support from Disney's board at the company's annual shareholder meeting earlier this year. The suit asserts they would have run an alternate slate of directors if they had known that the company and a majority of the board members "did not intend to stand by their public statements about engaging in a bona fide CEO selection process."
The complaint outlines a pattern of action taken by the Disney board during its CEO selection process that Gold and Roy Disney claim shows the company never seriously considered anyone but Iger.
Among the allegations: the Disney board interviewed only one outside candidate, Eisner was present or expected to be present during interviews and the board didn't investigate Iger's role in the Fox Family Channel acquisition.
The lawsuit also asks the court to prevent the Disney board from altering the contract terms for Eisner or Iger.
A Disney spokeswoman did not immediately return a call seeking comment on the lawsuit Monday.
Last year, Roy Disney and Gold led a shareholder revolt that resulted in an unprecedented 45 percent of shares being withheld from Eisner's re-election to the board. Other board members, including Mitchell, received similar rebukes from investors.
Since then, Disney's board has added more independent members and committed itself to separating the roles of chairman and chief executive.
Mitchell has said the decision to name Iger to succeed Eisner came after a "lengthy, thorough and professional selection process" that included serious consideration of outside candidates.
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