AOL TW Palace Revolt Seeks to Dethrone Chairman Case

17 September 2002

It is thought unlikely that until recently Stephen M Case, chairman of AOL Time Warner, contemplated Shakespeare’s Julius Caesar.

But now Case is said look nervously over his shoulder and muse: “Yond' Cassius has a lean and hungry look; He thinks too much: such men are dangerous.”

And according to three high level AOL TW insiders, Case’s fears are not mere imaginings triggered by executive stress. They allege that several AOL TW directors are clustering around their chairman, daggers at the ready, and may seek his removal at a board meeting in New York on Thursday.

But canny Case is encased in the corporate body armor of a contract clause (negotiated when Time Warner and AOL merged) that a 75% majority of the board is required to dethrone him. This means that he needs the support of only three members of the fourteen-strong board to ensure survival.

Meantime, an AOL TW spokesperson assured the world: “There is no basis for any rumors that Steve Case is leaving.” Should the oracler be wrong, however, Case would be the third corpse littering the corporate Axminster this year, lying alongside former chief executive Gerald M Levin (January) and chief operating officer Robert W Pittman (July).

Shareholders seeking the removal of Case argue that his association with the mega-merger harms the group’s credibility on Wall Street; and additionally that TW shareholders and employees now feel he duped their company into an inequitable union.

They also charge that Case has cleared $100 million in profit by selling AOL TW stock while many other shareholders and executives retained their investments only to see their value melt away.

Data sourced from: New York Times; additional content by WARC staff