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Disney ( DIS ) had fully withdrawn the money it had invested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