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Blackwells, in proxy fight with Disney, sues Disney over disclosure in hedge fund relationship
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Blackwells, in proxy fight with Disney, sues Disney over disclosure in hedge fund relationship
Mar 28, 2024 5:37 PM

NEW YORK, March 28 (Reuters) - Blackwells Capital upped

the pressure on Walt Disney ( DIS ) in a long-running boardroom

battle, suing the entertainment giant on Thursday for

information that may point to possible disclosure violations in

dealings with hedge fund ValueAct Capital.

The suit, filed in a Delaware court, is the latest chapter

in a fight over who will sit on Disney's ( DIS ) board and help guide

the home of Mickey Mouse in business and personnel decisions.

Disney ( DIS ) called the claims "baseless" and said the lawsuit is

a "desperate attempt to gain attention for their slate of

director candidates."

Blackwells and another hedge fund, Trian Fund Management,

are trying to persuade investors to elect their director

candidates while Disney ( DIS ) is backing its own directors at next

week's annual shareholders meeting.

Blackwells' suit centers around a relationship between the

entertainment company and ValueAct Capital and an

information-sharing agreement the two signed earlier this year.

The suit said Blackwells wants to inspect books and records to

"investigate its credible suspicion of wrongdoing regarding

Disney's ( DIS ) dealings and disclosures related to ValueAct."

Disney ( DIS ) had fully withdrawn the money it had invested

with ValueAct and the firm no longer managed any money for the

company when ValueAct built its stake in Disney ( DIS ) last year, a

person familiar with ValueAct's business told Reuters earlier

this month.

Earlier this month the firm's chief investment officer and

co-chief executive, Mason Morfit, backed re-electing Disney ( DIS ) CEO

Bob Iger and the entire Disney ( DIS ) board, keeping the two hedge

funds' contenders out.

Proxy advisory firm ISS, which often guides investors'

votes, wrote last week, "ValueAct also indicated that although

its investment team met with Bob Iger on very limited occasions

in the years prior to its investment in Disney ( DIS ), Mason Morfit and

Bob Iger do not have a personal relationship."

Disney ( DIS ) said on Thursday that "no Disney ( DIS ) pension plan

funds are currently invested with ValueAct nor were they

managing any Disney ( DIS ) pension plan funds at the time of their

entering into an information-sharing agreement with the

company." Disney ( DIS ) said it had offered to meet with Blackwells "to

provide documentation confirming those facts, but Blackwells

declined the meeting."

A Blackwells spokesperson said, "Shareholders are entitled

to full disclosure about the ValueAct relationship including,

among other things, all fees to it by Disney ( DIS ) in the 10-year

period leading up to ValueAct's endorsement of the Board."

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