R.I.P. Roy Disney

UPDATE: The nephew of Walt Disney died at age 79 after a bout with cancer.

It wouldn’t have mattered so much if Roy E. Disney had not been the son of Roy O. Disney who’d founded the Walt Disney Company with his brother. Or if Roy had not looked so eerily like a mirror image of his late uncle. Because he did, it seemed Walt Disney himself came back from the grave in 2003/2004 to rid the Mouse House of Michael Eisner, the man Roy had famously hired back in 1984. Few men lead two coups, much less on the same company.

And that will be Roy’s legacy.

Most of the time, Roy was more likely found at his Irish castle or on his 70-foot sailboat than leading a boardroom brawl. In both cases, the reaction was surprise, followed by headlines, followed by “What took so long?” Of course, Roy was helped by his financial guru Stanley Gold. Each time Roy used as his reasoning that the Walt Disney Co had grown creatively stagnant.

The great irony, of course, was that Roy Disney beginning in 1984 waged war against Walt’s son-in-law Ron Miller, and found the billionaire Bass Brothers of Ft. Worth to help bankroll his battle. Then Roy brought in Michael Eisner. The two men had met back in 1980 when Eisner joined Roy on the board of the California Institute of Arts, which was founded by Walt as a training ground for animators. Roy made the first approach to Eisner in a phone call in the spring of 1984. (It was Gold who pinched Frank Wells.) Technically, Roy worked under Eisner, but realistically, Roy was Eisner’s boss. That was clearly defined when, in his autobiography, Eisner recalls sitting drenched in flop sweat next to Roy during that first public screening of the expletive-laced Down And Out In Beverly Hills, which cemented Disney’s new image as a studio for all ages. “We’d explained in advance why we’d made the film and won their support,” Eisner exulted.

It was Roy who was the first at the company to want to show Jeffrey Katzenberg the door. Roy was titularly the head of Disney animation, but everyone knew it was Katzenberg who did all the work. At the same time, Eisner heaped fuel onto the fire by constantly flattering Roy that he, Walt’s nephew, more than Jeffrey, “had a keener sense of what a Disney movie ought to be than any of the rest of us,” as Eisner postured in his autobiography. Roy felt ignored by Katzenberg, and his complaints to Eisner reached a crescendo after Frank Wells’ accidental death in 1994: Not only would Katzenberg not be promoted into Wells’ job, but for all Roy cared, Jeffrey could exit the company now that Joe Roth was on the lot. To this day, conventional wisdom has it that Eisner might never have had the guts to dare get rid of Katzenberg, and all that implied, if Roy had not been behind it. Even after Katzenberg resigned, Roy re-cut a “making of” documentary on The Lion King, removing all but a few frames of Katzenberg’s fingerprints on the hit project.

By the time Disney bought ABC in August of 1995, though, Roy was being treated almost as an afterthought by Eisner. Same thing, again, when Eisner brought in Michael Ovitz as president. But Roy clearly delineated from the outset that Disney animation would never, and he meant never, be part of Ovitz’s purview. Roy by all accounts was by then withdrawing deeper and deeper into isolation at the company, in part by throwing himself into only that turf he felt was particularly his because of Walt’s legacy. Roy had helped produce the True Life Adventures nature film series, and so helped push through the idea for the new Animal Kingdom theme park because Walt had had a lifelong love of animals. For the same reasons, Roy also threw himself into the supervision of Fantasia 2000 — so much so that Eisner even had difficulty convincing Roy to use certain music in the movie.

Years from now, business schools will still be arguing if Roy did the right thing leaving Disney’s boardroom in 2003 to air his grievances against Eisner and wage a very public war on the company. Disney’s stock price fell 2.6% in one day from the fallout. Roy was a pivotal director because he not only had a large financial stake in the company but also was willing to be a shareholder activist. (In an interview with Fortune magazine, he described how he summoned his four children to a family meeting where they sat together, holding hands, and agreed he should challenge Eisner.)

In fact, he had no choice. Eisner was both shutting him up and “aging” him off the board. Roy and Stanley were pressuring Disney to release the lot of letters and memos they had written criticizing Eisner over the years. And hanging over everyone was a Delaware-based shareholder lawsuit against Disney, Eisner, Ovitz and the various members of the board of directors for paying a ridiculously oversized severance to the onetime CAA head. Roy and Stanley also sided with Pixar’s Steve Jobs against Eisner, whose relationship with Jobs was so damaged that Disney No. 2 Bob Iger became point man in the long-lagging but all-important Pixar negotiations for a renewed distribution deal.

It’s very hard to eject a sitting chairman/CEO from outside the boardroom. Eisner had become the most rancid corporate chief in Hollywood, the “Louse In The Mouse House” as Slate described him at the time, or the FrankenEisner, as I dubbed him. Yet Roy Disney and Stanley Gold waged a sophisticated campaign against him. Their Web site, SaveDisney.com, kept track of every attack on the company and, seemingly, every shareholder as well, with an eye to the annual meeting on March 3rd in Philadelphia. They instructed Eisner’s unfaithful how to “vote no” against the CEO and even provided the required forms. They arranged for special discount travel arrangements. And they hosted a briefing and reception there a day before the official company conclave. They also lobbied institutional investors for their cause. And Institutional Shareholders Services recommended that Disney stockholders not re-elect Eisner to the board because, when it comes to the company’s troubles, ISS complained “all roads lead back to Eisner.”

Roy and Stanley had to convince at least 20% of Disney proxy holders to vote no on 4 of the 11 directors up for election to the Disney board, including Eisner. To circumvent the dissident incursion, Eisner plotted various counter-measures. Disney’s proxy ballots arrived very late or not at all for many investors. For a company known for clockwork precision on investor matters, sending ballots two weeks late and by third-class mail (the slowest possible) was more than coincidence. Eisner sent his own letter to shareholders attacking Roy’s and Stanley’s “propaganda” campaign and accusing the pair of approving many of the decisions they now sharply criticize. And for a Sunday profile of Roy Disney in The New York Times Magazine, where Roy denigrated himself as “Walt’s idiot nephew” and the model for Goofy, Eisner’s spokeswoman e-mailed the reporter some 20-odd articles chronicling Roy’s shortfalls.

In the end, Eisner received a shockingly large 45.3% no-confidence vote. He stepped down as chairman. By the end of the year, he announced he would resign as CEO when his contract was over. Roy’s victory over Eisner was complete. Then he started on Eisner’s successor as CEO, Bob Iger.

Iger was tapped by the Walt Disney Co’s board of directors after what was basically a non-search. And as Eisner’s No. 2, Iger had been responsible for as many recent wrong-headed decisions as his boss. Both those truths made Roy Disney apoplectic. He and Stanley Gold filed a lawsuit in May 2005 in Delaware Chancery Court alleging the Walt Disney Co board made false statements to shareholders about its CEO search “and used Company resources to promote Iger’s candidacy and did not in good faith seriously consider any other candidate”. It was not how Iger wanted to start his tenure.

So Iger began working around the clock mending fences broken by Eisner, and attempts were made to reopen a dialog with Roy Disney. Some thought that could be accomplished by involving Roy in the coming 50th anniversary of Disneyland. One idea called for Roy, because of his resemblance to his uncle, to reenact Walt Disney’s original dedication of the park. (At precisely the same moment that the elder Disney first read Disneyland’s dedication, Roy would have stepped up to a microphone in Town Square, exactly as his uncle did on July 17, 1955, and repeated those now famous words, “For all who come to this happy place: Welcome. Disneyland is your land…”) It didn’t happen.

Finally, after Iger’s persistent courtship and their own realization that further proxy fighting would be prohibitively expensive, Roy Disney and Stanley Gold agreed to withdraw the lawsuit. Roy was returned to the fold. He was given the honorary position of director emeritus and made consultant to the company and handed an office on the lot. The Disney War was finally over. From that point on, Roy stayed out of the limelight until his death. A turbulent chapter of Hollywood history now closes.