Chancellor William B. Chandler III concluded the claims by Roy E. Disney and Stanley P. Gold merit going to trial and rejected a motion by Burbank-based Disney to have the complaint dismissed.
Chandler set the trial to begin in August.
“The ruling is not on the merits of the case. We look forward to proving why there is absolutely no basis to these allegations,” Disney spokesman David Caouette said.
Roy Disney and Gold issued a statement saying they were pleased with the decision.
In their lawsuit, filed last month, the two Disney dissidents allege members of the company’s board of directors made false statements to shareholders about the search for a successor to Chief Executive Michael Eisner. In March, the board selected Disney President Robert Iger to replace Eisner. Iger takes over in October.
The suit asserts that the disgruntled ex-directors would have run an alternate slate of directors if they had known the Disney board was not going to seriously consider any other candidates.
“Should these allegations be proven, plaintiffs could be entitled to the relief they seek because the board’s statements materially misled plaintiffs with respect to the board’s intent to conduct a bona fide executive search process,” Chandler wrote in the 19-page decision.
Chandler, however, also wrote that “With respect to the ‘troubling facts’ listed in the complaint, I cannot conclude that they … demonstrate that the company’s board went about the process of searching for a new CEO in a manner inconsistent with the board’s Sept. 21, 2004, statement.”
Roy Disney and Gold have asked the court to void the election of the Disney directors, force another election and disclose all details of how they selected a new chief executive.
Among the defendants named in the suit are Eisner, Iger and Chairman George Mitchell.
Disney shares fell 24 cents to close at $27.08 Monday on the New York Stock Exchange.