When Walt Disney came under attack from Comcast, the view widely held among bankers, investors and rival media executives was that the Magic Kingdom would have to take drastic action to fend off the cable giant's attentions. So far, however, Disney's board of directors seems to have decided that the best defence is to do nothing.

In the two weeks since Mr Brian Roberts, Comcast's chief executive, announced the $59 billion bid, Disney executives and directors have publicly ruled out many of the obvious moves that could be taken to fend off the suitor.

Many suggested that Disney may jettison Mr Michael Eisner, its long-serving chairman and chief executive, whom some investors blame for Disney's underperformance in recent years.

Instead, Disney's board praised the company's direction under his leadership. Mr George Mitchell, Disney's lead independent director, this week went further by effectively ruling out any move to separate the roles of chairman and chief executive before Mr Eisner's contract expires in 2006.

The company has also backed away from suggestions that it could make an acquisition, which would frustrate Comcast's offer. Bankers have suggested a string of potential takeover targets, including Mr John Malone's Liberty Media, Mr Barry Diller's InterActive Corp, and EchoStar, the satellite operator.

But on Monday Mr Eisner insisted the company would not do anything detrimental to shareholders.

"I would never recommend to the board . . . and would never accept a recommendation that would reduce the value of the company," he said. "That means a bad governance practice or a stupid acquisition."

After initially keeping a low profile, Mr Eisner has taken the lead in a charm offensive designed to win support ahead of a crucial shareholder vote at Disney's annual meeting on March 3rd.

He has courted large investors, made morale-boosting visits to Disney theme parks, and made a lengthy appearance on Larry King Live, the popular CNN talk show.

His menacing charm was also in evidence on Monday when, during a conference call hosted by Glass, Lewis, a group that advises on corporate governance, he responded to a question suggesting that Mr Roberts has a habit of winning takeover battles. "I don't think any CEO, or any executive, or any husband, gets his way all the time," he said.

Industry observers argue that the board's decision to support Mr Eisner was its only logical response. "It's not like he has done anything dishonest," says one rival Hollywood studio executive.

"What is more, executives who could replace Mr Eisner, such as Mr Peter Chernin of News Corp, are thought to be less likely to make the switch while Comcast is still on the prowl.

The question, however, is whether the board's apparently unwavering support will once again open it up to accusations that it is not sufficiently independent of Mr Eisner.

On Monday, Mr Mitchell revealed that the board had authorised Mr Eisner to reject overtures from Comcast before the cable group formally announced its hostile offer.

The comments call into question the Disney board's public stance that it would be willing to entertain all offers that would add value for the company's shareholders. "I think it's just amazing that they would have met and decided we don't even want to have a conversation," one person in the Comcast camp said.

For now, the question is academic. Disney shares trade above the implied value of Comcast's offer, and there is no sign of a "white knight" bidder emerging to make a better offer. But if Comcast sweetens its offer, Mr Eisner and his board could face a stiffer test of their commitment to shareholder value. - (Financial Times Service)