How the fight against Apple could redefine antitrust law

Eisner gave DealBook an exclusive statement:

In 1983, Disney was attacked by corporate raiders who tried to take over the company. That would have ended the Disney Company as we know it, as it was proposed to sell the studio, theme parks and hotels. The board turned to me and Frank Wells and another story was written, one that was continued by Bob Iger and his management team.

A similar situation exists today, so let’s not forget the lessons of 40 years ago. Bringing in someone who has no experience in the company or industry to disrupt Bob and his eventual successor is not only playing with fire, but also with earthquakes and hurricanes. The company is now in great hands and Disney shareholders should vote for the Disney slate.

Others have weighed in, following the proxy advisory firm Glass Lewis and Disney’s top individual shareholder, filmmaker George Lucas (both of whom supported Disney and its current chief, Bob Iger):

• Laurene Powell Jobs a prominent Disney shareholder, who backed Iger: “He is a once-in-a-generation leader with an ambitious vision for the future, and we as shareholders are fortunate to have him lead this cherished company at such a pivotal time in its history.”

• Institutional Shareholder Services, the other influential proxy advisor, who recommended that shareholders vote Peltz onto the board. Peltz, as a major shareholder, “could complement the succession process and provide other investors with assurance that the board is properly involved this time. He could also help evaluate future capital allocation decisions.”

ISS recommended withholding votes for an incumbent board member, Maria Elena Lagomasino, citing “multi-year concerns” about her role on the compensation committee. (Interestingly, the company did not recommend that shareholders add Jay Rasulo, the former Disney CFO, who also nominated Peltz as a director candidate.)

Regulators are reconsidering major banking deals

The regional banking crisis triggered a wave of consolidation just over a year ago. Now regulators want to tighten scrutiny of big bank takeovers — which could worsen the chances for deals like Capital One’s $35 billion bid for Discover Financial.

The FDIC is proposing the first overhaul of takeover rules since the 2008 financial crisis. Below the new frameworkwhich would apply to deals that create a bank with more than $100 billion in assets, regulators would have to consider the effects of the transaction on public interest grounds, including financial stability, communities and competition.

That would represent a major shift. Bank merger reviews have traditionally focused on deposits and branches. But Jonathan Kanter, the Justice Department’s antitrust chief, said Thursday that lenders now offer so many different services that a more comprehensive approach was needed to take into account how a deal would actually affect competition. (The Office of the Comptroller of the CurrencY is also pushing for rules to prevent big banks from buying rivals.)