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SEC: Disney violated disclosure law
Regulators say the company should have revealed relationships between employees, directors.
December 20, 2004: 12:42 PM EST

NEW YORK (CNN/Money) - The Securities and Exchange Commission charged Walt Disney Co. for failing to disclose relationships between the company and its directors.

Related Link
SEC's Cease-And-Desist Order

The SEC said in a statement that between 1999 and 2001, Disney failed to disclose that the company employed three people whose parents were directors and paid the employees from $60,000 to more than $150,000 in annual salary.

The SEC also found that Disney did not disclose that another director's spouse was employed by a subsidiary 50 percent owned by Disney and received compensation in excess of $1 million a year.

These relationships and others were required to be disclosed in company proxy statements and annual reports.

The SEC did not fine Walt Disney (down $0.06 to $27.31, Research) for its lapse. Instead, the company agreed not to violate federal disclosure and reporting laws in the future.

The sanction comes as Walt Disney directors are under attack in a separate case now at trial in Delaware state court. In that case, shareholders have accused company directors of negligence in the mid-1990s hiring and firing of Michael Ovitz, a onetime star Hollywood talent agent who was given a severance package valued at $140 million after serving as Disney's president for less than 15 months.

The trial began in October and is ongoing. Disney shareholders are seeking repayment of Ovitz's exit package. Disney directors deny all wrongdoing.

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In announcing Monday that Disney directors' failed to disclose certain family relationships, Linda Chatman Thomsen, the deputy director of the SEC's Division of Enforcement, took the opportunity to remind companies of their duty to their shareholders.

"Shareholders have a significant interest in information regarding relationships between the company and its directors," said Chatman Thomsen in a statement.

"Failure to comply with the SEC's disclosure rules in this area impedes shareholders' ability to evaluate the objectivity and independence of directors," she said.  Top of page




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Most stock quote data provided by BATS. Market indices are shown in real time, except for the DJIA, which is delayed by two minutes. All times are ET. Disclaimer. Morningstar: © 2018 Morningstar, Inc. All Rights Reserved. Factset: FactSet Research Systems Inc. 2018. All rights reserved. Chicago Mercantile Association: Certain market data is the property of Chicago Mercantile Exchange Inc. and its licensors. All rights reserved. Dow Jones: The Dow Jones branded indices are proprietary to and are calculated, distributed and marketed by DJI Opco, a subsidiary of S&P Dow Jones Indices LLC and have been licensed for use to S&P Opco, LLC and CNN. Standard & Poor's and S&P are registered trademarks of Standard & Poor's Financial Services LLC and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones branded indices © S&P Dow Jones Indices LLC 2018 and/or its affiliates.