Comments on: Pill Bylaw Proposal Gets 57% of Votes Cast at Disney http://blogs.law.harvard.edu/corpgov/2007/03/09/pill-bylaw-proposal-gets-57-of-votes-cast-at-disney/ Sponsored by the HLS Corporate Governance Program Thu, 03 Dec 2009 00:10:43 -0500 http://wordpress.org/?v=2.8.4 hourly 1 By: Arthur Mboue http://blogs.law.harvard.edu/corpgov/2007/03/09/pill-bylaw-proposal-gets-57-of-votes-cast-at-disney/comment-page-1/#comment-180 Arthur Mboue Fri, 09 Mar 2007 21:07:43 +0000 http://blogs.law.harvard.edu/corpgov/2007/03/09/pill-bylaw-proposal-gets-57-of-votes-#comment-180 I am sorry, I have been writing a book and could not see this blog while reading this corporate program web site board. I have to agree with Prof Bebchuck, any poison pill must have a timeline. It is true that Disney directors hold fiduciary duties to their sharholders and will be called without prejudice to act in their best interest. But, this poison pill is shifting too much control from shareholders to last forever. I believe that a good defensive devices would have included a preemptive rights to remaining shareholders and dilution strategy for acquiror only in case of a tender offer. In short, the corporate democracy must keep a brilliant business judgemnt and good faith of directors to act on behalf of the shareholders without walling up their monitoring abilities. Therefore, I call for Disney board to restore this corporate democracy without swearing themselves as kings and queens. Arthur Mboue, MBA, JD I am sorry, I have been writing a book and could not see this blog while reading this corporate program web site board.
I have to agree with Prof Bebchuck, any poison pill must have a timeline. It is true that Disney directors hold fiduciary duties to their sharholders and will be called without prejudice to act in their best interest. But, this poison pill is shifting too much control from shareholders to last forever. I believe that a good defensive devices would have included a preemptive rights to remaining shareholders and dilution strategy for acquiror only in case of a tender offer. In short, the corporate democracy must keep a brilliant business judgemnt and good faith of directors to act on behalf of the shareholders without walling up their monitoring abilities.
Therefore, I call for Disney board to restore this corporate democracy without swearing themselves as kings and queens.
Arthur Mboue, MBA, JD

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