Tough Disney board member is his own man
By Michael Cieply and James Bates | Los Angeles Times
Posted February 22, 2004
Robert Matschullat sports his share of boardroom and takeover battle scars. Now he's picking up more at Walt Disney Co.
Eleven years ago, the longtime investment banker was part of a palace coup at investment bank Morgan Stanley Co. Later, as Seagram Co.'s chief financial officer, he was immersed in a flurry of acquisitions as the company moved from liquor into entertainment.
Now he finds himself as an independent director at Disney, which faces a multibillion-dollar unsolicited takeover offer from Comcast Corp. and a dissident battle to oust Chairman Michael Eisner.
Those who know Matschullat describe him as a blunt, bare-knuckles player who could well play a pivotal role as the Disney story unfolds. They speculate that, based on his history, he could prove to be an important ally for Eisner or someone who could pose a formidable challenge.
"I told Michael, he's a fantastic guy, but he's his own guy," said Seagram Co. heir Edgar Bronfman Jr., who endorsed Matschullat for the Disney board.
During a four-year tour as Seagram's vice chairman and chief financial officer, he steered the company through a maze of deals, including the $10 billion purchase of Polygram and the $4 billion sale of television assets to mogul Barry Diller.
Matschullat's reputation for brash independence was reflected in the assessment of one of Eisner's harshest critics, former Disney board member Stanley Gold, who resigned late last year, along with business partner Roy E. Disney.
Gold singled out Matschullat and Northwest Airlines Chairman Gary Wilson as directors to watch if Comcast Corp's. bid for Disney ripens into a full-blown corporate siege. Gold's comment came during a conference call with investors while lobbying shareholders to withhold votes from Eisner as director.
"I don't want to prejudge where they are on the issue," Gold said of Matschullat and Wilson. "But they are serious people who know how to take a look at this in a meaningful way."
So far, the 56-year-old investor has remained conspicuously aligned with the Disney chief. Last week, Matschullat joined in a unanimous vote by the 13-member board in rejecting Comcast's offer as too low and giving Eisner a vote of confidence.
Earlier, Matschullat was at Eisner's side during Disney's recent roadshows, including the one in Orlando for analysts. He also helped lobby Institutional Shareholder Services on Eisner's behalf. The advisory group ended up recommending that stockholders withhold their votes from Eisner as a Disney director at the company's March 3 annual meeting in Philadelphia.
Matschullat was recruited 14 months ago in a push to bring the kind of financial experience the board was often criticized for lacking. Amid several other reforms, he was put in charge of the audit committee. Former U.S. Sen. George Mitchell, already a director, took charge of key governance issues.
A number of Matschullat allies spoke admiringly of his independence.
"One thing he's very good at is knowing when to say 'no,' " said Tully Friedman, a 30-year friend who in 1977 brought Matschullat to Salomon Bros.' San Francisco office and now counts him among the "executive investors" in his Friedman Fleischer & Lowe equity firm.
"I'm a rather strong personality, but Bob has always been one to tell me what he thought. He's never hesitated," said Credit Suisse First Boston chief executive John Mack, the executive Matschullat supported in the Morgan Stanley power play.
During the Morgan Stanley coup, Matschullat was one of six "inside" directors who largely controlled the firm. He had been boosted onto the board by Robert Greenhill, Morgan's then-president. The next year, however, Matschullat voted with four fellow directors to oust Greenhill, a star banker regarded as an inadequate manager.
Matschullat first worked with Morgan Stanley in San Francisco, then jumped to Salomon, where he eventually ran the San Francisco office, before returning to head Morgan's West Coast operation in the mid-1980s.
In what Friedman called a "remarkable" ascent, Matschullat leap-frogged over colleagues to head Morgan's investment banking operation in New York. There, he worked with Paul Taubman and Steven Rattner, investment bankers advising Comcast in its Disney bid.
At Seagram, moreover, Matschullat later worked closely with Lazard Freres & Co., where Rattner and yet another Comcast adviser, Felix Rohatyn, were then planted.
Since leaving Seagram, Matschullat, who lives in Greenwich, Conn., has become a power on several boards -- signaling perhaps a new willingness for companies to seek tough-minded directors in an era of corporate scandals.
In a move widely viewed as a model for good governance, Matschullat last month became the first non-executive chairman of Oakland-based Clorox Co., where he has been a director since 1999.
"He's very independent," said Clorox chief executive Gerald Johnston, who remains in charge of company operations. Matschullat oversees board-related matters.
Disney's critics, including Institutional Shareholder Services, have urged the company to take a similar action by splitting the chairman and CEO jobs.
Across the bay in San Francisco, Matschullat also heads the finance committee for health-care supplier McKesson Corp., where he joined the board in 2002.
If McKesson chief executive John Hammergren's experience is any indication, his counterpart at Disney can expect to hear from their mutual director. In Hammergren's words: "You don't have to ask Bob to share his opinion."
Michael Cieply and James Bates write for the Los Angeles Times, a Tribune Publishing newspaper.
Copyright © 2004, Orlando Sentinel
http://www.orlandosentinel.com/busi...2,1,1452272.story?coll=orl-business-headlines
By Michael Cieply and James Bates | Los Angeles Times
Posted February 22, 2004
Robert Matschullat sports his share of boardroom and takeover battle scars. Now he's picking up more at Walt Disney Co.
Eleven years ago, the longtime investment banker was part of a palace coup at investment bank Morgan Stanley Co. Later, as Seagram Co.'s chief financial officer, he was immersed in a flurry of acquisitions as the company moved from liquor into entertainment.
Now he finds himself as an independent director at Disney, which faces a multibillion-dollar unsolicited takeover offer from Comcast Corp. and a dissident battle to oust Chairman Michael Eisner.
Those who know Matschullat describe him as a blunt, bare-knuckles player who could well play a pivotal role as the Disney story unfolds. They speculate that, based on his history, he could prove to be an important ally for Eisner or someone who could pose a formidable challenge.
"I told Michael, he's a fantastic guy, but he's his own guy," said Seagram Co. heir Edgar Bronfman Jr., who endorsed Matschullat for the Disney board.
During a four-year tour as Seagram's vice chairman and chief financial officer, he steered the company through a maze of deals, including the $10 billion purchase of Polygram and the $4 billion sale of television assets to mogul Barry Diller.
Matschullat's reputation for brash independence was reflected in the assessment of one of Eisner's harshest critics, former Disney board member Stanley Gold, who resigned late last year, along with business partner Roy E. Disney.
Gold singled out Matschullat and Northwest Airlines Chairman Gary Wilson as directors to watch if Comcast Corp's. bid for Disney ripens into a full-blown corporate siege. Gold's comment came during a conference call with investors while lobbying shareholders to withhold votes from Eisner as director.
"I don't want to prejudge where they are on the issue," Gold said of Matschullat and Wilson. "But they are serious people who know how to take a look at this in a meaningful way."
So far, the 56-year-old investor has remained conspicuously aligned with the Disney chief. Last week, Matschullat joined in a unanimous vote by the 13-member board in rejecting Comcast's offer as too low and giving Eisner a vote of confidence.
Earlier, Matschullat was at Eisner's side during Disney's recent roadshows, including the one in Orlando for analysts. He also helped lobby Institutional Shareholder Services on Eisner's behalf. The advisory group ended up recommending that stockholders withhold their votes from Eisner as a Disney director at the company's March 3 annual meeting in Philadelphia.
Matschullat was recruited 14 months ago in a push to bring the kind of financial experience the board was often criticized for lacking. Amid several other reforms, he was put in charge of the audit committee. Former U.S. Sen. George Mitchell, already a director, took charge of key governance issues.
A number of Matschullat allies spoke admiringly of his independence.
"One thing he's very good at is knowing when to say 'no,' " said Tully Friedman, a 30-year friend who in 1977 brought Matschullat to Salomon Bros.' San Francisco office and now counts him among the "executive investors" in his Friedman Fleischer & Lowe equity firm.
"I'm a rather strong personality, but Bob has always been one to tell me what he thought. He's never hesitated," said Credit Suisse First Boston chief executive John Mack, the executive Matschullat supported in the Morgan Stanley power play.
During the Morgan Stanley coup, Matschullat was one of six "inside" directors who largely controlled the firm. He had been boosted onto the board by Robert Greenhill, Morgan's then-president. The next year, however, Matschullat voted with four fellow directors to oust Greenhill, a star banker regarded as an inadequate manager.
Matschullat first worked with Morgan Stanley in San Francisco, then jumped to Salomon, where he eventually ran the San Francisco office, before returning to head Morgan's West Coast operation in the mid-1980s.
In what Friedman called a "remarkable" ascent, Matschullat leap-frogged over colleagues to head Morgan's investment banking operation in New York. There, he worked with Paul Taubman and Steven Rattner, investment bankers advising Comcast in its Disney bid.
At Seagram, moreover, Matschullat later worked closely with Lazard Freres & Co., where Rattner and yet another Comcast adviser, Felix Rohatyn, were then planted.
Since leaving Seagram, Matschullat, who lives in Greenwich, Conn., has become a power on several boards -- signaling perhaps a new willingness for companies to seek tough-minded directors in an era of corporate scandals.
In a move widely viewed as a model for good governance, Matschullat last month became the first non-executive chairman of Oakland-based Clorox Co., where he has been a director since 1999.
"He's very independent," said Clorox chief executive Gerald Johnston, who remains in charge of company operations. Matschullat oversees board-related matters.
Disney's critics, including Institutional Shareholder Services, have urged the company to take a similar action by splitting the chairman and CEO jobs.
Across the bay in San Francisco, Matschullat also heads the finance committee for health-care supplier McKesson Corp., where he joined the board in 2002.
If McKesson chief executive John Hammergren's experience is any indication, his counterpart at Disney can expect to hear from their mutual director. In Hammergren's words: "You don't have to ask Bob to share his opinion."
Michael Cieply and James Bates write for the Los Angeles Times, a Tribune Publishing newspaper.
Copyright © 2004, Orlando Sentinel
http://www.orlandosentinel.com/busi...2,1,1452272.story?coll=orl-business-headlines
