January 27, 2006
Steering Culture
Posted by Victor Fleischer

I just read the most unusual exhibit to an SEC filing.  Check out the Disney-Pixar merger agreement, exhibit 99.

It's titled Principles for Management of the Feature Animation Businesses, and it's in large part designed to ensure that the Pixar culture -- which accounts for a good chunk of the purchase price -- survives.  It's concise and easy to read.  How did this document arise?  Was it a last minute drafting session?  I wonder if contracts would be easier to read if we had to do them all at the last minute, and without forms. 

Note that culture, in the agreement, is in quotation marks.  The Pixar "culture".  I wonder if we'll be at the point soon when culture loses the quotation marks and becomes recognized as a corporate asset like any other.  We don't put goodwill in quotations any more.

I am a believer in the significance of institutional culture and corporate culture.  But I wonder -- can you really maintain culture with a steering committee?  Top-down force feeding of culture won't work.  Leadership by example, though, helps, and if Jobs and the other Pixar bigwigs stay the course, maybe it will all work out.

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Links to weblogs that reference Steering Culture:

» Pixar's Firm Culture from ProfessorBainbridge.com ...
"Vic Fleischer and Larry Ribstein have both posted comments on the portion of the Disney-Pizar deal t ..." [more] (Tracked on January 29, 2006 @ 22:59)
» The agreement to preserve Pixar's culture not worth the paper it is written on... from ThoughtsOnline ...
"Pixar is trying to maintain its culture post-merger with Disney... which strikes me as a feel-good e ..." [more] (Tracked on January 30, 2006 @ 9:43)
Comments (4)

1. Posted by Gordon Smith on January 27, 2006 @ 20:20 | Permalink

Thanks for linking that, Vic. The last section of the document was interesting: "Pixar’s operations will continue to be based in Emeryville, California. The Pixar sign at the gate shall not be altered."

This reminds me a bit of Saturn and GM. Even though Saturn was formed internally, it attempted to be part of GM, but separate. It lasted for awhile, but now Saturn is being brought into the fold. I suspect that the same thing will happen to Pixar eventually.

Either that, or it will be spun off, and all of this separation may be designed to preserve that as a realistic possibility.


2. Posted by Michael Guttentag on January 28, 2006 @ 20:08 | Permalink

It's particularly suspect if one of the six members of the culture committee is Disney's Chief Financial Officer, Tom Staggs.


3. Posted by Anonymous on January 30, 2006 @ 22:53 | Permalink

They are actually fairly common. The exhibit reminds me, in particular, of the CBS/Viacom arrangements. These were similar in form to the Pixar arrangements (though embedded in an amended certificate), designed to ensure that Sumner Redstone did not seize control of the company from Karmazin, and drafted at the last minute after many sleepless nights. The Pixar arrangements, though, are not particularly well drafted (sorry Wilson) and have a big whole in them (note the caveat that they are subject to the "Disney Chief Executive Officer to take such actions as are in the best interests of the shareholders of Disney.") Ultimately, I suspect that they will also go the way of the CBS/Viacom arrangements.


4. Posted by Anonymous on January 30, 2006 @ 22:56 | Permalink

They are actually fairly common. The exhibit reminds me, in particular, of the CBS/Viacom arrangements. These were similar in form to the Pixar arrangements (though embedded in an amended certificate), designed to ensure that Sumner Redstone did not seize control of the company from Karmazin, and drafted at the last minute after many sleepless nights. The Pixar arrangements, though, are not particularly well drafted (sorry Wilson) and have a big hole in them (note the caveat that they are subject to the "Disney Chief Executive Officer to take such actions as are in the best interests of the shareholders of Disney.") Ultimately, I suspect that they will also go the way of the CBS/Viacom arrangements.

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