Journal of Other Forum Analysis (Volume II, Issue 2)

[benji]

https://www.resetera.com/threads/deadline-disneys-risking-a-high-stakes-courtroom-showdown-about-what-really-went-down-over-jimmy-kimmels-much-criticized-suspension.1312099/

Uhhh, how does the "executive editor, legal, labor and politics" not know about this?

1This books and records action originates from The Walt Disney Company’s response to Florida House Bill 1557. Disney initially took no public position on the bill,  which  limits  instruction  on  sexual  orientation  or  gender  identity  in  Florida classrooms.  After facing criticism from its employees, Disney reversed course and spoke out against the legislation. Florida’s Governor took issue with Disney’s stance and Florida’s legislature voted to dissolve a special tax district  encompassing  the Walt Disney World Resort.

Afterwards, the plaintiff—a longtime Disney stockholder—was solicited by counsel  to  serve  a  books  and  records  demand.    The  demand  asserts that Disney’s directors and officers may have breached their fiduciary duties to the company and its stockholders by opposing HB 1557.  The plaintiff’s theory of wrongdoing is that Disney’s  fiduciaries  either  put  their  own beliefs ahead  of  their  obligations  to stockholders or flouted the risk of losing rights associated with the special district.

Disney told the plaintiff that he lacked grounds to obtain books and records because its directors and officers had not engaged in mismanagement.  Nevertheless, Disney produced certain board minutes and corporate policies to the plaintiff.  The plaintiff was unsatisfied and filed litigation.

Weighty public policy questions surround the margins of  this  lawsuit.    But when they  are stripped away,  the  case  becomes  quite  simple.    The  court  must
2determine whether the plaintiff has demonstrated a proper purpose to inspect books and records.  He decidedly has not.

Delaware  law  vests  directors  with  significant  discretion  to  guide  corporate strategy—including on social and political issues.  Given the diversity of viewpoints held  by  directors,  management,  stockholders,  and  other  stakeholders,  corporate speech on external matters brings both risks and opportunities.  The board is empowered to weigh these competing considerations and decide whether it is in the corporation’s best interest to act (or not act).

This suit concerns such a business decision by the Disney board—a decision that cannot provide a credible basis to suspect potential mismanagement irrespective of its outcome.    There  is  no indication  that  the  directors  suffered  from disabling conflicts.  Nor is there any evidence that the directors were grossly negligent or acted in bad faith.  Rather, the board held a special meeting to discuss Disney’s approach to the legislation and the employees’ negative response. Disney’s public rebuke of HB 1557 followed.

The plaintiff and his  counsel may  disagree  with  Disney’s  position  on HB1557.  But their disagreement is not evidence of wrongdoing.  Regardless, the plaintiff has all necessary and essential documents relevant to his purpose.  Judgment must be entered for Disney.

Also the stock price is almost all the way back already?