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Jan 05, 2024

The week in GRC: Investor backs Disney in proxy battle and political polarization worries US business leaders in 2024

This week’s governance, compliance and risk-management stories from around the web

The Wall Street Journal (paywall) reported that The Walt Disney Company won the support of a key shareholder in its fight with activist investor Nelson Peltz over the direction of the company. Disney said it reached a deal with ValueAct under which the activist would back the company’s board nominees at the 2024 AGM and Disney would share information and meet with the investor. Disney’s deal with ValueAct could help protect it from the pressure of Peltz’s demands for board seats.

Another shareholder, Blackwells Capital, said it plans to nominate three directors at Disney’s AGM that will support CEO Bob Iger ‘constructively and complement the board.’ Blackwells has provided notice of its intentions and the nominees will be evaluated in due course, Disney said Wednesday.

Disney in November said it appointed former Morgan Stanley CEO James Gorman and former Sky CEO Jeremy Darroch as new directors, weeks after rebuffing Peltz’s request to become a director.

– According to Reuters, 2024 may be the year that US copyright law changes artificial intelligence (AI). The rise of generative AI has led to a wave of copyright cases by writers, artists and other copyright holders who say AI has only succeeded due to their work.

Judges so far have been skeptical of plaintiffs' infringement claims based on the content generated by AI. But courts have not yet dealt with the trickier, potentially multi-billion-dollar question of whether AI companies are infringing on a massive scale by training their systems with images, writings and other data scraped from the internet.

Tech companies warn that the lawsuits could create hurdles for the AI industry. The plaintiffs say the companies owe them for using their work without permission or compensation.

Reuters reported that 2024 will also reveal the full impact of the National Labor Relations Board’s (NLRB) recent rulings that have been seen as providing an important boost to union organizing and whether those changes can stand up to legal challenges. The NLRB in 2023 paved the way for workplaces to unionize outside of the decades-old secret ballot election process, made it easier for unions to organize franchise and contract workers and expanded the type of worker conduct protected by US labor law, among other changes.

Unions filed nearly 2,600 petitions for elections in the fiscal year that ended September 30, a 3 percent increase from the previous year and a surge of nearly 60 percent since 2021 and won a near-record 76 percent of elections held, according to data from the NLRB.

Business groups and employers are challenging many of those decisions in court, but in the meantime companies may face an uptick in organizing emboldened by the NLRB's reforms, experts said. ‘There's an all-out assault to get businesses to recognize unions and increase union membership,’ said Ben Brubeck, vice president at Associated Builders and Contractors.

– Some business leaders and advisers are looking warily at the risks of political polarization and tensions ahead of the 2024 US election season, the WSJ said. Many US cities last year saw large demonstrations on issues such as abortion, climate change and the conflict in Gaza.

US business leaders rank escalating political polarization generally as their second most important emerging risk concern after generative AI, according to a report published recently by Gartner, a research firm that surveyed senior executives and risk managers. The polarization those executives referred to in the survey isn’t necessarily among just the public – the definition used in the question included risks of polarization in government itself.

More than a third of board members said US election and political uncertainties pose the greatest risk to their company’s operations or outlook, according to a survey released in December by Diligent and Corporate Board Member.

– The Financial Times (paywall) reported that UK gambling company Entain has appointed the head of one of its largest activist investors to its board. Entain said Ricky Sandler would join the board as a non-executive director. Sandler runs US activist hedge fund firm Eminence Capital, which first took a stake in Entain in late 2020.

Sandler, who has previously criticized Entain’s board for share price performance, will work with the board to pick another non-executive director. ‘Ricky has a deep knowledge of our business and a firm belief in the quality of our operations and substantial growth opportunities,’ said Entain’s chair Barry Gibson.

– According to Bloomberg, the NLRB said Alphabet has illegally refused to negotiate with a group of YouTube Music contract workers who voted to unionize. The decision sets the stage for a court battle over whether the internet company is legally the employer of subcontracted staff it says are not its employees.

The YouTube workers, who voted 41-to-0 last April to join the Alphabet Workers Union, are hired via the staffing agency Cognizant Technology Solutions Corp. Alphabet’s Google, which owns YouTube, has consistently denied being their boss, even after NLRB officials last year deemed it a ‘joint employer’ of the workers.

A Google spokesperson said the company plans to appeal the ruling in federal court. ‘As we’ve said before, we have no objection to these Cognizant employees electing to form a union,’ the spokesperson said in a statement. ‘We simply believe it’s only appropriate for Cognizant, as their employer, to engage in collective bargaining.’

Ben Maiden

Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...