How the US Fight Against Apple Tests Antitrust Limits

Eisner gave DealBook an exclusive statement:

In 1983, Disney was under attack by corporate raiders trying to take over the company. That would have ended the Disney Company as we know it, for the studio, theme parks, and hotels were suggested to be sold off. The board turned to me and Frank Wells, and a different story was written, one that was continued by Bob Iger and his executive team.

Today, a similar situation exists, so let’s remember the lessons from 40 years ago. Bringing in someone who doesn’t have experience in the company or the industry to disrupt Bob and his eventual successor is playing not only with fire but earthquakes and hurricanes as well. The company is now in excellent 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, the filmmaker George Lucas (both backed 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 guiding this cherished company at such a crucial moment in its history.”

• Institutional Shareholder Services, the other influential proxy adviser, which recommended that shareholders vote Peltz onto the board. Peltz, as a major shareholder, “could be additive to the succession process, providing assurance to other investors that the board is properly engaged this time around. He could also help evaluate future capital allocation decisions.”

I.S.S. advised withholding votes for an incumbent board member, Maria Elena Lagomasino, citing “multi-year concerns” about her role on the compensation committee. (Interestingly, the firm didn’t recommend that shareholders vote to add Jay Rasulo, the former Disney C.F.O. whom Peltz has also nominated as a director candidate.)

Regulators rethink big bank deals

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

The F.D.I.C. is proposing the first overhaul of takeover rules since the 2008 financial crisis. Under the new framework, which would apply to deals that create a bank with more than $100 billion in assets, regulators would need to consider the transaction’s effects on public interest grounds, including financial stability, communities and competition.

That would represent a big shift. Bank merger reviews traditionally focused on deposits and branches. But Jonathan Kanter, the Justice Department’s antitrust chief, said on Thursday that lenders now offer so many different services that a more expansive 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.)