retlaw enterprises
retlaw broadcasting co subsidiary of retlaw enterprises inc kjeo tv 47 v. american federation of television and radio artists, respondent - intervenor .
retlaw broadcasting co subsidiary of retlaw enterprises inc kjeo tv 47 v. american federation of television and radio artists, respondent - intervenor. | findlaw
retlaw broadcasting co. , a subsidiary of retlaw enterprises, inc. d / b / a kjeo - tv, channel 47, petition ...
and an officer of retlaw enterprises inc. , a successor to the corporation her father organized in 1952 for certain
how walt disney used wed enterprises, inc. as a private family holding company
disney enterprises, inc. , copyright and trademark holder of disney - branded properties
description: granted renewal application filed by retlaw enterprises, inc. , for station kima - tv, yakima, wa; denied naacp' s petition to deny .
the wonderful world of disney' s other firm: entertainment: walt disney created a separate company for his family. retlaw enterprises inc. is now worth hundreds of millions .
six miles from disney' s burbank headquarters, in an unlabeled two - story office building in north hollywood, is the late disney' s other, more obscure corporate offspring: retlaw enterprises inc. (retlaw is
walter
spelled backward. )
the wonderful world of disney' s other firm: entertainment: walt disney created a separate company for his family. retlaw enterprises inc. is now worth hundreds of millions. - latimes
if you' re curious, the remaining real estate and tv stations assets of wed enterprises remained with walt, and later his family, and were renamed retlaw enterprises. (spell that backward .) long after walt' s death, the family sold the tv stations and some of the real estate and eventually folded the remaining retlaw assets into the walt disney family foundation .
you have # 2 all wrong. at that time, the parent company was walt disney productions and not twdc. also, it was retlaw enterprises and not wed that walt privately held .
neil k. roman, michael x. imbroscio, jonathan r. galst, natacha steimer, james wrathall, jay t. smith, (see above), for retlaw enterprises, inc .
retlaw broadcasting co. , a subsidiary of retlaw enterprises, inc. d / b / a kjeo - tv, channel 47, petitioner - cross - respondent, v. national labor relations board, respondent - cross - petitioner, american federation of television and radio artists, respondent - intervenor .
wed enterprises employed the original imagineers who designed disneyland. and wed enterprises — not disneyland — owned the disneyland railroad, monorail, viewliner, and mark twain riverboat attractions in the park. the disney company didn' t own those rides or the employment contracts of the park' s designers until 1965, when walt disney productions (later renamed the walt disney company) bought the design division of wed enterprises .
the one sam walton used, walton enterprises, to hold his shares of wal - mart stores, inc. , after the discount retailer’s ipo
retlaw broadcasting co. , a subsidiary of retlaw enterprises, inc. d / b / a kjeo - tv, channel 47, petitioner - cross - respondent, v. national labor relations board, respondent - cross - petitioner, andamerican federation of television and radio artists, respondent - intervenor, 172 f. 3d 660 (9th cir. 1999 )
retlaw broadcasting co. , a subsidiary of retlaw enterprises, inc. d / b / a kjeo - tv, channel 47, petitioner - cross - respondent, v. national labor relations board, respondent - cross - petitioner, andamerican federation of television and radio artists, respondent - intervenor, 172 f. 3d 660 (9th cir. 1999): : justia
negotiations in the summer of 1993 on a new cba reached a deadlock over the psc provision. retlaw and the union agreed on most of the language, but could not reach agreement on the italicized portions below that retlaw wanted to add :
the disneys all lead very private lives, and they are especially reticent when it comes to retlaw. they declined to be interviewed or to provide photographs for this story. the one retlaw officer they allowed to speak, vice president and treasurer robert l. wilson, read from a statement that he could not discuss retlaw' s finances or the disneys individually .
3. specifically, the parties stipulated that retlaw negotiated pscs with two employees who were hired after the date of the purported impasse, and that retlaw had begun implementing a “merit increase” proposal that the union refused to accept before negotiations broke off .
[ 1 ] cbs broadcasting inc. , fox broadcasting co. , group w / cbs television stations partners, cbs television affiliates association, post - newsweek stations florida, inc. , kpax communications, inc. , lwwi broadcasting, inc. , and retlaw enterprises, inc. (collectively
plaintiffs
)
fisher cos. , a seattle - based company with businesses ranging from broadcasting stations to flour milling, is expected to announce today that it has agreed to buy the tv broadcasting assets of retlaw enterprises, a walt disney family - owned company, for $ 215 million in cash, according to those familiar with the deal .
cbs broadcasting inc. ; fox broadcasting co. ; group w / cbs television stations partners, cbs television affiliates association; post - newsweek stations florida, inc. ; kpax communications, inc. ; lwwi broadcasting, inc. ; and retlaw enterprises, inc. , plaintiffs, v. primetime 24 joint venture, defendant .
cbs, inc. ; fox broadcasting co. ; group w / cbs television stations partners, cbs television affiliates association; post - newsweek stations florida, inc. ; kpax communications, inc. ; lwwi broadcasting, inc. ; and retlaw enterprises, inc. , plaintiffs, v. primetime 24 joint venture, defendant .
retlaw operates kjeo, a television station in fresno, california. 1 this appeal stems from a labor dispute between retlaw and its employees' exclusive bargaining representative, the american federation of television and radio artists, afl - cio. the union represents the station' s performing artists .
by 1965, the conflict of interest had grown so bad, and walt disney productions, now a public company with many public stockholders, so dependent upon wed enterprises, that it demanded wed sell it certain assets, as well as change its name. in 1965, the transaction closed, and wed no longer owned those assets, which were now the property of the public walt disney productions. armed with cash, wed changed its name as required in the buyout contract. it settled on retlaw enterprises, and began diversifying .
* retlaw operates kjeo, a television station in fresno, california. 1 this appeal stems from a labor dispute between retlaw and its employees' exclusive bargaining representative, the american federation of television and radio artists, afl - cio. the union represents the station' s performing artists .
the disneyland railroad (along with the disneyland monorail and the disneyland viewliner) was privately owned by walt when disneyland first opened. the company that operated them was retlaw (walter, spelled backwards .) it wasn’t until the mid - 1980’s that the disney company took control of retlaw’s operations in the park .
question: what company takes its name from walt disney and has mushroomed in size since disney started it years ago? if you said walt disney co. - - operator of disneyland, creator of memorable children' s movies - - you' re only half right. six miles from disney' s burbank headquarters, in an unlabeled two - story office building in north hollywood, is the late disney' s other, more obscure corporate offspring: retlaw enterprises inc. (retlaw is
walter
spelled backward .
sarah a. wolfe, the law firm of thomas e. campagne & associates, fresno, california, for petitioner - cross - respondent retlaw broadcasting company .
retlaw was first called walt disney inc. , then wed enterprises. it was initially endowed with the merchandising rights to walt disney' s name and likeness. wed licensed the rights back to the disney company in exchange for 5% to 10% of the income from each of disney' s merchandising deals, and it could invest up to 15% in new disney projects .
in 2005, 39 years after walt disney’s death, retlaw had been wound down to a fraction of its former self, with walt’s heirs having taken hundreds upon hundreds of millions in capital distributions and dividends out of the firm for their own personal lives and investment portfolios. at this point, they transferred retlaw enterprises to a non - profit called walt disney family foundation, which runs a museum in san francisco filled with details, items, and collectibles from disney’s life. it is run by walt’s daughter, who is now 80 years old .
today retlaw owns six television stations, about 1, 150 acres of land in california and a jet leasing firm, and it still gets a share of the income from old disney films released by the studio. retlaw used to own the monorail and steam railroad at disneyland before walt disney co. bought them back in 1982 .
[ 1 ] plaintiffs consist of: cbs inc. , fox broadcasting co. , group w / cbs television stations partners (included as a plaintiff in the amended complaint, d. e. # 100), cbs television affiliates association; post - newsweek stations florida, inc. ; kpax communications, inc. ; lwwi broadcasting, inc. ; and retlaw enterprises, inc .
natacha steimer, james wrathall, wilmer cutler & pickering, washington, dc, neil k. roman, jonathan r. galst, michael x. imbroscio, jay t. smith, covington & burling, washington, dc, for cbs television affiliates association, post - newsweek stations florida inc. , kpax communications, inc. , lwwi broadcasting, inc. , retlaw enterprises, inc .
retlaw appeals, contending that the nlrb erred in concluding that (1) pscs are a permissive subject of collective bargaining, and (2) retlaw had no right to refuse to produce copies of pscs to the union. we have jurisdiction under 29 u. s. c. §§ 160 (e) - (f) .
according to the l. a. times, the first asset the disney family bought through the now - renamed retlaw enterprises was a television station in fresno, which started an acquisition spree that ultimately resulted in the disney family’s private holding company owning a jet charter airline, more than half a dozen cbs affiliates, and nearly 1, 200 acres of farmland and undeveloped real estate in southern california .
retlaw initially owned the merchandising rights to walt disney' s name, the engineering division that designed disneyland, and the two disneyland trains. but the privately held retlaw has since cut most of its ties to walt disney co. and become a conservative broadcasting and real estate firm. it is probably worth in excess of $ 150 million .
and shares of retlaw enterprises to effectively make sure his grandchildren inherited a vast fortune, and that it was tied up in a way nobody could screw it up. this man was a shrewd, ruthless business titan. it’s hard not to respect how he marshaled the limited resources he had to create something bankers and investors thought insane. this was not some pie - in - the - sky animator. he knew
wed also held walt' s creative team, which designed disneyland and many of its attractions, including the monorail. in 1965, however, walt sold wed enterprises' design and architectural group to what was then known as walt disney productions .
by the late 1990’s, retlaw sold off its remaining television and media assets, which the l. a. times says in the related story were worth $ 215 million in cash .
after the purported impasse, the union by letter dated august 24 demanded that retlaw produce copies of “all existing [ pscs ] with bargaining unit employees and the names and addresses of the bargaining unit, ” explaining that this information was needed to prepare for further negotiations. after retlaw did not reply, the union repeated this request several weeks later in a second letter. by letter dated october 19, retlaw through counsel responded with a list of names and addresses of all bargaining unit employees, including whether they were employed under pscs. however, asserting that “strong confidentiality and relevancy concerns, as well as employee privacy issues” barred disclosure, retlaw refused to produce copies of the pscs themselves. retlaw maintained in the letter that this information was “irrelevant to the bargaining process” and suggested that the union' s request was in bad faith because it came after negotiations had stalemated. the nlrb concluded that retlaw' s refusal to produce copies of the pscs to the union was an unfair labor practice, also in violation of sections 8 (a) (1) and 8 (a) (5) of the act .
basically, walt disney setup wed enterprises and gifted shares of it to his heirs. for example, here are stock certificates that he gave to one of his young grandsons for 10 shares, and 2 1 / 2 shares, in the private company :
retlaw' s small jet charter service is at van nuys airport, where the company leases out its one corporate jet when its executives aren' t using it. retlaw also is planning to move its headquarters to a new $ 18 - million three - story office complex and aircraft hangar it is scheduled to begin building early next year on the airport' s west side .
after the purported impasse, the union by letter dated august 24 demanded that retlaw produce copies of
all existing [ pscs ] with bargaining unit employees and the names and addresses of the bargaining unit ,
explaining that this information was needed to prepare for further negotiations. after retlaw did not reply, the union repeated this request several weeks later in a second letter. by letter dated october 19, retlaw through counsel responded with a list of names and addresses of all bargaining unit employees, including whether they were employed under pscs. however, asserting that
strong confidentiality and relevancy concerns, as well as employee privacy issues
barred disclosure, retlaw refused to produce copies of the pscs themselves. retlaw maintained in the letter that this information was
irrelevant to the bargaining process
and suggested that the union' s request was in bad faith because it came after negotiations had stalemated. the nlrb concluded that retlaw' s refusal to produce copies of the pscs to the union was an unfair labor practice, also in violation of sections 8 (a) (1) and 8 (a) (5) of the act .
silverman, 880 f. supp. at 255 - 56. because of these differences, analysis of mandatory and permissive subjects in professional sports is not necessarily amenable, as retlaw suggests, to wholesale application in other economic spheres. retlaw certainly has not shown that the psc in broadcasting is on par with free agency' s influence in baseball in setting players' salaries and other contract terms .
this factual overview is taken from the nlrb' s findings. retlaw broad. co. , 324 n. l. r. b. no. 18, 1997 wl 428577 (1997 )
silverman, 880 f. supp. at 255 - 56. because of these differences, analysis of mandatory and permissive subjects in professional sports is not necessarily amenable, as retlaw suggests, to wholesale application in other economic spheres. retlaw certainly has not shown that the psc in broadcasting is on par with free agency' s influence in baseball in setting players' salaries and other contract terms .
the walt disney company ended up having to buy wed enterprises after walt’s death for a reported $ 46. 2 million in shares in 1981. the company named after walt disney could have saved a huge sum of money if it had only believed in its founder in the first place .
disney formed retlaw in 1953 to give his family a slice of income from some of his other company' s lucrative operations, including disneyland. the slice turned out to be worth hundreds of millions of dollars .
1. this factual overview is taken from the nlrb' s findings. retlaw broad. co. , 324 n. l. r. b. no. 18, 1997 wl 428577 (1997) .
we conclude that the nlrb correctly interpreted the act and its findings of fact are supported by substantial evidence. retlaw' s petition for review is denied and the nlrb' s cross - application for enforcement is granted .
north hollywood - based retlaw, whose primary shareholders are members of the disney family, sold the rights to the walt disney name and likeness to walt disney co. in 1982, but had held on to its television stations .
benjamin w. tucker, jr. , 57 | mr. tucker has been acting president & ceo of fisher communications, inc. since january 2005 and has been president | | | of fisher broadcasting company since 2001. mr. tucker was executive vice president of broadcasting operations of | | | fisher broadcasting company during 2001. he also served as senior vice president of fisher television regional | | | group - - fisher broadcasting company from 1999 to 2001 and was vice president of retlaw enterprises, inc. , a | | | broadcasting com ...
a collective bargaining agreement (“cba”) that went into effect in 1990 expired on july 1, 1993. 2 negotiations in the summer of 1993 aimed at a new cba broke down over personal service contracts (“pscs”). pscs are employment agreements negotiated directly between retlaw and an individual employee, who is often represented in the negotiations by his or her attorney or agent. a psc allows retlaw and the employee to craft specific terms and conditions of employment that are more favorable to the employee than under the cba. pscs had been a feature of the previous cba. indeed, the union had long accepted pscs as a general proposition to enable retlaw to attract particularly talented or coveted employees. the cba had acted as a floor on terms and conditions of employment that could be exceeded on an individual basis via a psc. retlaw and the union had followed a practice of allowing the union to be present during psc negotiations, but only on the employee' s request .
the dispute here is over how these well established principles apply to pscs. in sum, the nlrb concluded that the psc provision was permissive because direct dealing between retlaw and employees via pscs, unless accepted by the union in advance, would undermine the act' s mandate that retlaw bargain collectively with the union on “wages, hours, and other terms and conditions of employment. ” 29 u. s. c. §§ 158 (a) (5), (d) .
benjamin w. tucker, jr. , 57 | mr. tucker has been acting president & ceo of fisher communications, inc. since january 2005 and has been president | | | of fisher broadcasting company since 2001. mr. tucker was executive vice president of broadcasting operations of | | | fisher broadcasting company during 2001. he also served as senior vice president of fisher television regional | | | group - - fisher broadcasting company from 1999 to 2001 and was vice president of retlaw enterprises, inc. , a | | | broadcasting company, from 1991 to 1999 .
the dispute here is over how these well established principles apply to pscs. in sum, the nlrb concluded that the psc provision was permissive because direct dealing between retlaw and employees via pscs, unless accepted by the union in advance, would undermine the act' s mandate that retlaw bargain collectively with the union on
wages, hours, and other terms and conditions of employment .
29 u. s. c. §§ 158 (a) (5), (d) .
a collective bargaining agreement (
cba
) that went into effect in 1990 expired on july 1, 1993. 2 negotiations in the summer of 1993 aimed at a new cba broke down over personal service contracts (
pscs
). pscs are employment agreements negotiated directly between retlaw and an individual employee, who is often represented in the negotiations by his or her attorney or agent. a psc allows retlaw and the employee to craft specific terms and conditions of employment that are more favorable to the employee than under the cba. pscs had been a feature of the previous cba. indeed, the union had long accepted pscs as a general proposition to enable retlaw to attract particularly talented or coveted employees. the cba had acted as a floor on terms and conditions of employment that could be exceeded on an individual basis via a psc. retlaw and the union had followed a practice of allowing the union to be present during psc negotiations, but only on the employee' s request .
walt disney died in 1966, and today retlaw is owned by his widow, lillian, 91, and their two publicity - shy daughters, diane disney miller, 56, and sharon disney lund, 53, who is the only one of the three on the walt disney co. board of directors. lillian and sharon each own 30% of retlaw; the remaining 40% is owned by diane, her husband, former walt disney co. chief executive ronald w. miller, and their children .
retlaw' s real estate includes 580 acres of farmland worth more than $ 8 million on the eastern edge of palmdale in the mojave desert; 220 acres of vacant land in riverside county, and 330 acres of avocado groves in escondido and riverside county .
the conclusion that confidentiality in this case was a red herring is consistent with nlrb precedent turning back similar claims. the nlrb stressed here that it had “previously rejected the same arguments advanced by [ retlaw ] - i. e. , that the disclosure of similar wage information would violate employee confidentiality and privacy interests - when raised by other employers in the broadcasting industry. ” retlaw broad. co. , 324 n. l. r. b. no. 18, 324 nlrb 138 n. 1, 1997 wl 428577 (1997) (collecting cases). see also king broad. co. , 324 n. l. r. b. no. 57, 1997 wl 566244 (1997) (rejecting, shortly after decision in retlaw, claim of confidentiality as ground for non - disclosure of pscs). retlaw has not set forth any reason for overturning the nlrb' s determination that its refusal to produce copies of pscs to the union was an unfair labor practice. we hold, therefore, that the nlrb did not err. 7
the conclusion that confidentiality in this case was a red herring is consistent with nlrb precedent turning back similar claims. the nlrb stressed here that it had
previously rejected the same arguments advanced by [ retlaw ] - - i. e. , that the disclosure of similar wage information would violate employee confidentiality and privacy interests - - when raised by other employers in the broadcasting industry .
retlaw broad. co. , 324 n. l. r. b. no. 18, 324 nlrb 138 n. 1, 1997 wl 428577 (1997) (collecting cases). see also king broad. co. , 324 n. l. r. b. no. 57, 1997 wl 566244 (1997) (rejecting, shortly after decision in retlaw, claim of confidentiality as ground for non - disclosure of pscs). retlaw has not set forth any reason for overturning the nlrb' s determination that its refusal to produce copies of pscs to the union was an unfair labor practice. we hold, therefore, that the nlrb did not err. 7
on july 26, negotiations broke off over this and several other sticking points not at issue in this appeal. by letter dated august 18, retlaw declared that the parties were at a “good - faith” impasse and that it would exercise its “right” to implement unilaterally its “last, best, and final” collective bargaining proposal. retlaw then implemented that proposal in several respects. 3 as discussed further below, the nlrb found that no valid impasse existed because the psc provision was a “permissive” subject of collective bargaining. it followed from this conclusion that retlaw' s bargaining to impasse over the psc provision, and implementing part of its final contract proposal, was an unfair labor practice, in violation of sections 8 (a) (1) and 8 (a) (5) of the national labor relations act (“act”). see 29 u. s. c. §§ 158 (a) (1), (5) .
this strategic transaction takes us to a new level ,
said william w. krippaehne jr. , president and chief executive of fisher .
... with the acquisition of the retlaw stations, we are achieving our objective of growing in a region with the type of affiliate stations we know how to operate .
walt disney productions gave retlaw 818, 461 shares of stock to be done with the entire arrangement, which the disney family members who owned retlaw took for themselves instead of reinvesting it back in the business; that way, they could each hold shares of the public disney business individually instead of as a group. roy disney once again objected strongly, saying the transaction was overvalued and it was simply a way for walt’s heirs to take even more cash and ownership out of the public business. he was overruled. again. i think walt disney productions just wanted to be done with the heirs. at least, that is what the evidence looks like .
on july 26, negotiations broke off over this and several other sticking points not at issue in this appeal. by letter dated august 18, retlaw declared that the parties were at a
good - faith
impasse and that it would exercise its
right
to implement unilaterally its
last, best, and final
collective bargaining proposal. retlaw then implemented that proposal in several respects. 3 as discussed further below, the nlrb found that no valid impasse existed because the psc provision was a
permissive
subject of collective bargaining. it followed from this conclusion that retlaw' s bargaining to impasse over the psc provision, and implementing part of its final contract proposal, was an unfair labor practice, in violation of sections 8 (a) (1) and 8 (a) (5) of the national labor relations act (
act
). see 29 u. s. c. §§ 158 (a) (1), (5) .
retlaw' s tv stations, all cbs affiliates, are kjeo in fresno; kmst in monterey, calif. ; kepr in pasco, wash. ; kima in yakima, wash. ; kidk in idaho falls, ida. , and klew in lewiston, ida. , the town where walt and lillian were married in 1925 .
walt created yet another company with just the money that could be made off of having his name and likeness attached to a product or service. it says everything about the man that his sign of approval alone was worth millions, because that’s how much people trusted him to consistently deliver quality entertainment. the company created was originally called walt disney, inc. , but would later change its name to wed enterprises to avoid confusion with the walt disney company .
the rights were obviously valuable in light of disney' s phenomenal growth. between 1953 and late 1981, disney paid wed / retlaw a total of $ 45. 6 million in
name
royalties, with $ 25. 6 million representing merchandise and $ 20 million covering the company' s projects, namely walt disney world in florida .
family - run disney foundations. for example, more than $ 10, 000, 000 was given to the walt disney family foundation (the now - parent of retlaw enterprises). by structuring the wdff as a private foundation and not a public charity, the disney family can get around the disclosure laws so people can’t know what they are taking in salaries and benefits. apparently walt taught them well. i have absolutely no evidence for this, and am not indicating that i think the disney family is doing it, but one technique for wealth preservation is to hire the heirs to run the foundations like this so that you can pay them very large, six or seven figure salaries, while lowering your overall tax bill. if they are doing it, it’s perfectly legal so i see no problem .
so now it' s time for that history lesson. wdi started not as walt disney imagineering, but as walt disney inc. — a separate company from walt disney productions that walt formed personally to license his name and work on side projects... such as the design of disneyland. after the disney productions board of directors balked at the name of walt disney inc. , walt changed it in 1953 to wed enterprises (for his initials: walt elias disney) .
creating retlaw reflected walt disney' s vision for providing riches for his family. but it also strained relations between him and his brother, the late roy o. disney, and later between walt disney' s heirs and roy disney' s son, roy e. disney, who today oversees shamrock holdings inc. , a big investment firm in burbank .
in 1982, the public walt disney productions wanted to be done with retlaw entirely, and offered to buy everything related to the disney theme parks so they could go their separate ways. at this point, walt had been deceased for 16 years. it was tiresome and insulting that the namesake, enormous, publicly traded disney empire didn’t even own its own iconic monorail .
the nlrb' s order will be enforced if it correctly applied the law and its factual findings are supported by substantial evidence. nlrb v. district council of iron workers, 124 f. 3d 1094, 1098 (9th cir. 1997). retlaw advances no serious claim that the nlrb' s findings of fact are not adequately supported by the record. rather, at issue is the scope of retlaw' s obligation to bargain collectively in good faith over “wages, hours, and other terms and conditions of employment. ” 29 u. s. c. §§ 158 (a) (5), (d). the nlrb' s conclusions as to matters falling within “terms and conditions of employment” are not lightly disturbed :
the nlrb' s order will be enforced if it correctly applied the law and its factual findings are supported by substantial evidence. nlrb v. district council of iron workers, 124 f. 3d 1094, 1098 (9th cir. 1997). retlaw advances no serious claim that the nlrb' s findings of fact are not adequately supported by the record. rather, at issue is the scope of retlaw' s obligation to bargain collectively in good faith over
wages, hours, and other terms and conditions of employment .
29 u. s. c. §§ 158 (a) (5), (d). the nlrb' s conclusions as to matters falling within
terms and conditions of employment
are not lightly disturbed :
in support of its position on this issue, retlaw contends that california law bars disclosure of pscs on privacy grounds. even if california law would have that effect, any state - law authority must yield to the act due to federal preemption. brown v. hotel & restaurant employees & bartenders int' l union local 54, 468 u. s. 491, 503, 104 s. ct. 3179, 82 l. ed. 2d 373 (1984). retlaw' s assertion that its employees' psc information was confidential under united states department of defense v. federal labor relations authority, 510 u. s. 487, 114 s. ct. 1006, 127 l. ed. 2d 325 (1994) is also unconvincing. that case dealt with whether the home addresses of a particular group of federal employees were protected from disclosure under an exception in the freedom of information act. the nlrb has specifically rejected a confidentiality claim based on united states department of defense. see pacific physicians servs. , inc. , 315 n. l. r. b. 108, 1994 wl 541495 (1994). retlaw does not challenge the nlrb' s interpretation of that decision
7. in support of its position on this issue, retlaw contends that california law bars disclosure of pscs on privacy grounds. even if california law would have that effect, any state - law authority must yield to the act due to federal preemption. brown v. hotel & restaurant employees & bartenders int' l union local 54, 468 u. s. 491, 503, 104 s. ct. 3179, 82 l. ed. 2d 373 (1984). retlaw' s assertion that its employees' psc information was confidential under united states department of defense v. federal labor relations authority, 510 u. s. 487, 114 s. ct. 1006, 127 l. ed. 2d 325 (1994) is also unconvincing. that case dealt with whether the home addresses of a particular group of federal employees were protected from disclosure under an exception in the freedom of information act. the nlrb has specifically rejected a confidentiality claim based on united states department of defense. see pacific physicians servs. , inc. , 315 n. l. r. b. 108, 1994 wl 541495 (1994). retlaw does not challenge the nlrb' s interpretation of that decision .
retlaw has other revenue sources as well. it draws annual payments - - often $ 600, 000 or more - - from walt disney co. for 26 disney live - action movies, notably
mary poppins .
the films were produced by disney in the 1960s, and the payments reflect 10% equity stakes walt disney bought in the films as part of his management contract with walt disney co .
whether retlaw was entitled to declare an impasse over the psc provision and implement its final offer turns on the distinction between “mandatory” and “permissive” subjects of collective bargaining. considerable scholarly effort has been invested explaining the difference and it is not easily characterized. see generally 1 patrick hardin, the developing labor law 851 - 947 (3d ed. 1992 & supp. 1998). nonetheless, a few general principles are relevant .
* whether retlaw was entitled to declare an impasse over the psc provision and implement its final offer turns on the distinction between
mandatory
and
permissive
subjects of collective bargaining. considerable scholarly effort has been invested explaining the difference and it is not easily characterized. see generally 1 patrick hardin, the developing labor law 851 - 947 (3d ed. 1992 & supp. 1998). nonetheless, a few general principles are relevant .
in the 1920s, walt and roy o. disney co - founded the disney studio, with walt the creative partner and roy the financial man. according to john taylor' s 1987 book
storming the magic kingdom ,
an account of takeover threats against walt disney co. in the mid - 1980s, roy vehemently objected to retlaw' s creation. he felt betrayed that walt was diverting a portion of the company' s income to walt' s side of the family .
was originally called walt disney inc. it was created in 1953 when walt and some of his design engineering employees formed a new corporation. after the ipo of walt disney productions (later named the walt disney company in the 1980’s to honor its founder; this is the business that you can buy shares of on the new york stock exchange under the ticker symbol dis), the firm changed its name to wed enterprises so it wouldn’t be confused with the main, publicly traded business. walt’s brother and co - founder, roy, strongly opposed walt’s creation of the company and thought that it was a crooked, selfish move designed to drain the coffers of the main business .
disney renamed wed enterprises as walt disney imagineering in 1986. but for those first 10 years of disneyland' s existence, imagineering wasn' t even legally part of what we now know as the walt disney company. and wdi retained its independent spirit for decades later, including a disdain for the
disney look
grooming guidelines that ruled every other cast member who stepped foot in the parks. when i worked at walt disney world in the early 1990s, if we saw someone with a mickey name tag and a mustache walking in the park, we knew it was an imagineer on site. that' s how we found out about new projects, in the days before online rumor boards .
we hold that the psc provision is permissive because it would have allowed “the employer, in effect, to deal with its employees rather than with their statutory representative. ” borg - warner, 356 u. s. at 350, 78 s. ct. 718. retlaw' s declaration of impasse over this issue violated the act because it amounted to a refusal “to bargain collectively with the representatives of [ the ] employees. ” 29 u. s. c. § 158 (a) (5) .
we hold that the psc provision is permissive because it would have allowed
the employer, in effect, to deal with its employees rather than with their statutory representative .
borg - warner, 356 u. s. at 350, 78 s. ct. 718. retlaw' s declaration of impasse over this issue violated the act because it amounted to a refusal
to bargain collectively with the representatives of [ the ] employees .
29 u. s. c. § 158 (a) (5) .
because the nlrb properly found that no valid impasse existed in this case, we have no occasion to address the scope of retlaw' s right to implement its final contract proposal after impasse. cf. colorado - ute elec. ass' n, inc. v. nlrb, 939 f. 2d 1392 (10th cir. 1991) (declining to enforce nlrb order finding that employer' s decision to implement merit wage plan after impasse was an unfair labor practice). like the nlrb, we voice no opinion on this issue
6. because the nlrb properly found that no valid impasse existed in this case, we have no occasion to address the scope of retlaw' s right to implement its final contract proposal after impasse. cf. colorado - ute elec. ass' n, inc. v. nlrb, 939 f. 2d 1392 (10th cir. 1991) (declining to enforce nlrb order finding that employer' s decision to implement merit wage plan after impasse was an unfair labor practice). like the nlrb, we voice no opinion on this issue .
if you dig into the old securities and exchange commission filings around the time, you find out how shocking the figures were. between 1955 when walt disney productions began to get ready to go public and the end of fiscal 1981, retlaw had charged walt disney productions $ 75 million for use of the monorail and disneyland railroad. it was absolutely ridiculous. roy disney was right – the public company, walt disney productions, should have owned those assets from the outset. it really was just a way for walt to pocket more cash and, just as importantly after
under our narrow standard of review, we are not quick to override the nlrb' s judgment that a matter is a permissive subject of collective bargaining. the nlrb' s finding that the psc provision was permissive withstands judicial scrutiny because it is a “reasonably defensible” construction of the act. ford motor co. v. nlrb, 441 u. s. 488, 497, 99 s. ct. 1842, 60 l. ed. 2d 420 (1979). therefore, we hold that the nlrb' s conclusion that retlaw committed an unfair labor practice by declaring an impasse and implementing part of its final contract proposal was not error. 6
under our narrow standard of review, we are not quick to override the nlrb' s judgment that a matter is a permissive subject of collective bargaining. the nlrb' s finding that the psc provision was permissive withstands judicial scrutiny because it is a
reasonably defensible
construction of the act. ford motor co. v. nlrb, 441 u. s. 488, 497, 99 s. ct. 1842, 60 l. ed. 2d 420 (1979). therefore, we hold that the nlrb' s conclusion that retlaw committed an unfair labor practice by declaring an impasse and implementing part of its final contract proposal was not error. 6
in silverstar enterprises, inc. v. aday, 537 f. supp. 236, 238 (s. d. n. y. 1982), the court concluded that the copyright act was not implicated because it was undisputed that plaintiff' s claim arose from the license agreement. finally, in kiwanis int' l v. ridgewood kiwanis club, 806 f. 2d 468, 472 (3d cir. 1986), cert. dismissed, 483 u. s. 1050, 108 s. ct. 362, 97 l. ed. 2d 812 (1987), the plaintiff brought suit specifically to enforce its rights under contract. as opposed to these two cases, plaintiffs have specifically asserted that primetime has exceeded its authority pursuant to the shva. as the license between foxnet and primetime is limited to
unserved households
as defined by the shva, the court rejects primetime' s position that fox does not have standing to present a federal copyright infringement claim .
atlanta gas light is resuming the removal of soil contamination from under the former trinity cme church and under walton way since the church was relocated last month to another augusta site .
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under the agreement reached wednesday, fisher would buy 11 television stations, including kjeo - tv, the cbs affiliate in fresno - visalia, and stations in the pacific northwest and georgia. the deal would boost to 13 from two the number of tv stations fisher owns. it also owns 25 radio stations .
once the deal closes, fisher would become one of the leading tv station groups in the west. it would also bring the reach of fisher' s broadcasting division to more than 5% of u. s. households .
fisher, founded in 1910, operates subsidiaries in flour milling and food distribution and real estate development in addition to broadcasting. on wednesday, the company' s stock rose $ 2 a share to close at $ 67 in over - the - counter bulletin board trading .
once the deal closes, fisher will have nine cbs stations, two abc and two fox stations .
fox tv stations buy reruns of charlie sheen' s' anger ...
if you said walt disney co. - - operator of disneyland, creator of memorable children' s movies - - you' re only half right .
it' s just a desire of theirs to keep their private lives separate ,
wilson said .
walt disney introduces disneyland, as construction on the theme park begins in 1954 .
as the disney studio struggled to get back on its feet after world war ii, disneyland became walt disney' s great postwar venture. spending years trying to find backing for the park, disney perceived that television could provide the financing and exposure necessary to get such a massive undertaking off the ground .
in september 1953, roy disney, took the wed concept sketches and six - page prospectus to new york to meet with television industry leaders. the two main networks cbs and nbc both expressed interest in a disney - produced tv show but were unable to commit to the theme park as extra baggage in the deal .
running out of options, roy disney returned to his waldorf astoria suite, and phoned leonard goldenson who, after two years of courting the disney studio, was still enthusiastic about a deal between them and abc. desperately trying to become a major broadcaster, abc was also willing to take a risk on the unusual disney project. goldenson immediately came to the hotel to discuss the proposal .
film trade headline for january 11, 1954. roy disney had announced to stockholders, in a controversial move, that a disney television show would be
designed not only to produce revenue but also to publicize all of the company' s product .
in exchange for walt disney' s commitment to produce a weekly television series, abc - paramount would contribute $ 500, 000 to the park, guarantee $ 4. 5 million in loans, and become a 34 percent owner in disneyland, inc. (the company walt disney organized in 1951). walt disney productions also invested in a one - third interest; and the remaining stock was split between walt disney himself and a publishing company that worked closely with disney .
the press photo used by disney to announce the 1954 deal with abc tv .
the abc - paramount board approved the disney deal on march 29, 1954—one week after a memorable academy award ceremony where disney came away from the night with an unmatched feat as the personal recipient of four oscars. but in the walt disney production board, last minute opposition within the company nearly killed the disneyland deal. eventually the contract with abc was signed on april 2, and walt disney planned to begin his show for the fall season .
the abc - paramount deal put the independent producer walt disney in an interesting situation. his new commitments to abc now made him the associate of the paramount theaters whose ruthless tactics over the years had been the bane of the independents. goldenson' s active role in the detroit monopoly made the dilemma even more awkward, as did earl hudson' s position as head of abc west coast operations. not only was hudson still a defendant in simpp v. united detroit, but walt disney productions sought millions of dollars in damages from the united paramount theaters. the disney company decided it was no longer prudent to be in a position of suing its television partner .
walt disney pressed for a settlement in the detroit case in which simpp had invested several years trying to reclaim damages from the michigan theater chain that had been owned by paramount pictures. simpp designed the case as the opening gun of their fight against the old hollywood theater chains. instead, the independent producers walked away without the pomp and balyhoo that accompanied the most public of simpp' s activities. though the case had had a number of difficulties, the undesirable conclusion disappointed some of the producers—in particular sam goldwyn, who would leave simpp the following year .
disneyland provided an economic and creative turning point for walt disney productions which had struggled for many years as an independent production company in hollywood. but as walt disney moved into the theme park business, several other disney activities were reevaluated .
the disney food division was one example. during the early 1950s walt disney had originated an extensive line of food products from bread to soft drinks. in addition to bringing further exposure to his name and company, disney also considered this kind of diversification financially sound. unfortunately when entering television, he was forced to curtail his food and beverage operation to avoid competition with potential advertisers. only one significant remnant of the food line remained—donald duck orange juice .
disneyland showed the film industry that walt disney was expanding beyond his film roots, and moving into areas that were foreign to even the studios themselves. part of the price for this expansion was a redirection of the independent movement embodied by simpp. walt disney became the leading figure in simpp even while walt disney productions less - and - less resembled the typical independent company. as the independent producers no longer shared common goals, it would only be a short time before these differences would divide the society of independent motion picture producers, and to bring about its demise .
disneyland and wed: thomas, building a company, pp. 178 - 185; schickel, the disney version, p. 313 - 314, thomas, walt disney, pp. 248 - 249 and mosely, disney' s world, p. 233 .
disney deal with abc - paramount: thomas m. prior ,
disney to enter tv field in fall ,
nyt, march 30, 1954, p. 24; thomas m. prior ,
disney pact delayed ,
nyt, march 31, 1954, p. 38; thomas m. prior ,
disney and a. b. c. sign tv contract ,
nyt, april 3, 1954, p. 19 .
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children protest at disney studio: land: topanga canyon group opposes proposed development. but company' s link to plan is called remote at best .
dozens of topanga canyon schoolchildren and their parents took up placards tuesday and marched outside walt disney studios in burbank to protest a luxury housing project and golf course proposed for their rural community. problem was, they were in the wrong place .
disney has nothing to do with the project ,
said bob wilson, president of the partnership proposing the project called canyon oaks estates.
retlaw enterprises , originally walt disney miniature railroad , then walt disney , inc. ( wdi ) , and then wed enterprises ( wed ) , was a privately held company owned by the heirs of entertainment mogul walt disney . disney formed the company to control the rights to his name and to manage two disneyland attractions that he personally owned . the name , retlaw , is walter spelled backwards . 
retlaw enterprises, originally walt disney miniature railroad, then walt disney, inc. (wdi), and then wed enterprises (wed), was a privately held company owned by the heirs of entertainment mogul walt disney. disney formed the company to control the rights to his name and to manage two disneyland attractions that he personally owned. the name, retlaw, is walter spelled backwards.
retlaw enterprises, originally walt disney miniature railroad, then walt disney, inc. (wdi), and then wed enterprises (wed), was a privately held company owned by the heirs of entertainment mogul walt disney. disney formed the company to control the rights to his name and to manage two disneyland attractions that he personally owned. the name, retlaw, is walter spelled backwards.