No-Action Relief Given Disney Over ‘Song of the South'


By Che Odom

Dec. 1 — Walt Disney Co.'s view that it can exclude a shareholder proposal's call for the release of “Song of the South” on Blu-ray appears to have some basis, according to a no-action response from the SEC's Division of Corporation Finance.

The proposal for the release of the 70-year-old film concerns “products and services offered for sale by the company,” the Corp. Fin. letter says.

Such apparent “ordinary business operations” would be generally excludable under 1934 Securities Exchange Act Rule 14a-8(i)(7), the division said, adding that it will not recommend enforcement action if Disney omits the resolution from its proxy materials.

‘Zip-a-Dee-Doo-Dah' Controversy

The release of a movie normally would fall under “ordinary business operations,” but “Song of the South” is no ordinary film, said Disney stockholder Matthew S. Hansen in a letter submitting his proposal to the company.

“Song of the South,” which depicts African-American former slaves singing songs in Reconstruction-era Georgia, has been controversial for decades for its handling of race relations.

Disney has long refused to release the movie to home video because of the controversy, but that prevents “future generations of cinema students” from studying it and learning from it, Hansen added.

Attempts to reach Disney's general counsel's office for comment were not successful. In its letter to the SEC, Disney said the proposal seeks to micro-manage the company, probing “too deeply into matters of a complex nature” that do not involve shareholders.

To contact the reporter on this story: Che Odom in Washington at codom@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com

For More Information 
The Securities and Exchange Commission Division of Corporation Finance's response is available at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2015/matthewhansen112315-14a8.pdf.