DreamWorks Animation CEO Jeffrey Katzenberg betrayed his shareholders when he agreed to sell the company to Comcast for $3.8 billion with an unusually lucrative consulting deal for himself, a shareholder suit at Delaware’s Chancery Court charges. (Read it here.)
The complaint from the Ann Arbor City Employees Retirement System blasts an agreement that will enable Katzenberg to collect 7% of the profits “in perpetuity” for DreamWorks New Media — a joint venture he will create with Comcast for online studio AwesomenessTV and the DWA Nova 3D animation technology unit. He’ll oversee the operation for two years, then remain a consultant.
“Had Katzenberg not received the extraordinarily valuable Side Deal, Comcast would have been required to increase the merger price to secure Katzenberg’s support, and the Class would have shared pro rata in that increased consideration,” the suit says.
The payment for his consulting work “is completely divorced from the services that he will provide to Comcast post-closing and is akin to an equity rollover,” the filing says. It also will enable him to “participate in the upside of two of DreamWorks’ most promising units without any of the downside risk that is associated with typical equity investments.”
That’s a problem for other shareholders: DWA has multiple classes of stock that give Katzenberg control of about 60% of the shareholder votes. That means others can’t veto the deal with Comcast.
Still, the complaint says, DWA’s charter calls for all investors to receive “equivalent consideration” in any merger.
Since Comcast only needed Katzenberg’s approval, he had “an immediate conflict of interest that should have precluded [his] involvement in any discussions with Comcast until the DreamWorks Board had agreed to accept a final price.”
Instead, he “used his leverage to extract disparate consideration in violation of the Charter.”
The plaintiffs, seeking class action status, want the court to order Katzenberg to share his take with other shareholders, on the grounds that he breached his fiduciary obligations to them and violated his contract,
DWA declined to comment.
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