In recent months, Eisner and his company also have taken steps to change the long-held perception that the directors are beholden to Eisner. Among other things, the company has named more independent directors and cut the size of its 17-member board to 11, after the retirement of the three directors.
But Roy Disney's resignation could fuel those still-lingering perceptions, especially coming after the departure of board member Andrea Van de Kamp earlier this year. She accused Eisner of forcing her out because of her increasingly stern criticisms of his management. Eisner has said she was removed because the board was being reduced in size, not because of her views.
Roy Disney's resignation is reminiscent of actions he took nearly 20 years ago that helped lead to the last major shake-up at the company. Disney resigned from the board in protest over the company's management.
But he and Gold, along with such heavyweight investors as the Bass family of Texas, engineered a boardroom coup that brought in Eisner from Paramount Pictures. Arriving with him was former Warner Bros. executive Frank Wells, who would become Disney's president. In the process, Walt Disney's son-in-law, Ron Miller, was pushed out.
With Roy Disney invited back as a director, Eisner and Wells led one of the biggest corporate turnarounds in history in a successful partnership that ended when Wells died in a helicopter crash in 1994.
Roy Disney's influence, although muted in the boardroom, resonated elsewhere in the organization ranks. He was widely seen as the protector of Disney's family traditions, and was particularly revered by artists, who credit him with helping to revive the company's animation division, which had fallen on hard times.
One of his offices on the Disney lot sat in the center of a room built to resemble the cap Mickey Mouse wore as the sorcerer's apprentice in Disney's "Fantasia."
Today, however, it is unlikely Roy Disney would have the kind of firepower he enjoyed in 1984 if he were to push for Eisner's exit.
All told, his family holds about $600 million worth of company stock. Although sizable, that would not be enough to mount a major challenge, given Disney's market capitalization of nearly $50 billion.
The resignation capped nearly two years of frustrations that had been building as relations between Eisner and Roy Disney chilled.
Disney nearly quit the board in protest several times over the last two years, according to sources close to the executive, and he has kept draft resignation letters in his files.
In recent months, Eisner and Roy Disney have communicated mostly via telephone or through e-mail. In addition, Disney spends considerable time away from the studio at a castle he owns in Ireland or sailing, one of his chief passions.
Disney has complained to confidants that he was being marginalized by Eisner on company business and that Eisner would demand to know about any conversations employees had with him. Disney scheduled clandestine meetings with executives, swearing them to secrecy.
In early November, those sources said, Disney learned that the board's four-member nominating committee, led by Edison International Chairman John Bryson, was planning to leave his name off the slate of directors scheduled to be elected at the company's next annual meeting.
Disney met with Bryson and was told that the committee wanted him to abide by the company's governance rules that set 72 as the retirement age for all directors except those who have served as CEO. Bryson, through an Edison spokesman, declined to comment.
Sources said Disney told Bryson he believed that the committee had the flexibility to waive the requirement -- especially since he was a member of the Disney family -- and that he would not abide by the request to retire.
He also voiced his concerns about what he believes are the company's declining fortunes. He told his inner circle: "It's not about me, it's about the company."
Bryson promised to take it up with the committee, which also included La Opinion President Monica C. Lozano, Packet Design Chief Executive Judy Estrin and Northwest Airlines Corp. Chairman Gary L. Wilson.
In the meantime, Disney held a series of impromptu meetings with close friends and advisors in his offices and through phone calls. They debated such issues as whether he might be able to change the company as a director, as well as the emotional fallout from severing the Disney family from the company it built.
But Disney, sources familiar with the events said, decided he'd had enough and chose to pull the trigger on his resignation before hearing back from Bryson. He drafted a letter but held off so he could consult his wife Patty, as well as Gold and two longtime business associates at his Shamrock Holdings investment group.
