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| UPDATED: 2006-04-07 |
News Corp Serves Poison Pill To Voters
By: David Utter 2006-04-07 Shareholders in Rupert Murdoch's media powerhouse have won the right to vote on poison pill provisions as part of a settlement of claims against the firm. The bitter six-month fight between News Corp (NWS.A) and John Malone's Liberty Media (L) looks like a win for Malone, Liberty's chairman. "Liberty was the big winner today," T. rowe Price analyst Henry Ellenbogen said in the Wall Street Journal report about the proposed settlement; his firm holds substantial positions in News Corp. shares. Control of News Corp has been at issue, and led to the issuance of the poison pill defense in November 2004. If invoked, the poison pill would allow News Corp to issue more shares of stock to dilute those collected by a third party, thus reducing their ability to take control of the company. News Corp's board approved the poison pill defense with a condition that it would be voted upon by shareholders at each annual meeting. However, in August 2005, the News Corp board chose to extend the poison pill provision by two years without a shareholder vote. Angry shareholders headed to the Court of Chancery in Delaware and filed suit against News Corp over the breach of promise. News Corp shifted its articles of incorporation from Australia to Delaware, a state long known for its depth of case law and favorable terms of incorporation. The Journal further commented on the importance of the settlement that ended the case, without which a trial would have begun on April 24th: Corporate-governance advocates claimed victory. The case was widely seen as a legal test for News Corp.'s novel argument that it didn't have to honor its promise to hold a vote on the poison pill because the promise was simply a "board policy" that could be changed.
"The fear was that if News [Corp.] was seen as getting away with this, it was going to encourage other companies to adopt these [board] policies as hollow promises," said Patrick McGurn, special counsel for Institutional Shareholder Services Inc., a proxy-advisory service. News Corp had not commented on the settlement or expectations of it being signed next week as of press time. --- Tags: News Corp, Liberty Media, Rupert Murdoch, John Malone Add to | DiggThis | Yahoo! My Web | PreFound.com Bookmark IFN now -
View All Articles by David Utter About the Author: David Utter is a staff writer for InternetFinancialNews and WebProNews covering technology and business. |
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