The campaign to overthrow Mr. Eisner, it's clear, has little to do with financial logic, accounting principles or even corporate governance. It's about moral outrage, which is in fashion.
If You Don't Like the Ride, Get Off
Everyone, it seems, is in agreement. Michael Eisner, chief executive of the Walt Disney Company, is a bloated relic of the late 1990's. He has to go.
After a raucous shareholders' meeting on Wednesday in Philadelphia at which Mr. Eisner failed to win the support of those owning more than 40 percent of the company, he was stripped of his chairmanship. But Mr. Eisner's enraged critics want still more. The powerful California Public Employees Retirement System is demanding that Mr. Eisner resign by the end of the year. Even Donald Trump, who owns not a single share of Disney stock, has opined that "It's time for Michael Eisner to get out."
There's only one problem with this consensus: it's about five years late.
Disney has been in free fall since 1998, when the company's earnings were flat for the first time in a decade. By 1999, Disney's stock was starting to collapse, and it has dropped 23 percent in the five years since.
As for Mr. Eisner himself, his imperious management style is and was no secret. For many years he has run his company as though it were a personal fief financed with shareholder money. In his 20 years at Disney's helm, Mr. Eisner has earned more than $1 billion, mostly from stock options exercised since 1997. Until recently, Disney's rubber-stamp board of directors included Mr. Eisner's personal lawyer, his architect and the principal of the school his children once attended.
Of course, back then imperial chief executives like Mr. Eisner inspired awe and confidence. Shareholders admired their single-mindedness and arrogance. It wasn't enough to have a talented manager or accountant or engineer running a public company; the chief executive had to be someone with enough charisma to talk up a company's stock on CNBC, seduce analysts, charm money managers and make the cover of glossy business magazines.
All of a sudden we've changed our minds. Now we're demonizing chief executives—and at Disney, it's happening just as Mr. Eisner is actually starting to listen to shareholders. On issues of corporate governance, Disney is on the mend. Nell Minow, one of the nation's most respected shareholder activists, said she was "cautiously optimistic about Disney for the first time."
Disney's stock performance is also improving. It has jumped by 60 percent in the past 12 months, and the company's earnings are expected to climb by 30 percent this year. In Fortune magazine's latest list of "Most Admired Companies," Disney ranks first in its industry.
The campaign to overthrow Mr. Eisner, it's clear, has little to do with financial logic, accounting principles or even corporate governance. It's about moral outrage, which is in fashion. The animus against Mr. Eisner is as much about the need for shareholders to feel they have some control as it is about Mr. Eisner himself.
But there's an easier way for shareholders to express their anger at Mr. Eisner. For all the high-minded talk about shareholder rights, there is one right that has always been guaranteed them: the right to sell their stock.
Nina Munk, a contributing editor at Vanity Fair, is the author of "Fools Rush In: Steve Case, Jerry Levin and the Unmaking of AOL Time Warner."