Despite Governance Sops, Murdoch Still Rules NewsCorp

20 October 2004

News Corporation on Monday denied reports of a hidden loophole in the governance accord agreed with major investors as a condition for their support in reincorporating the company in the balmy commercial climate of Delaware.

This alleged Trojan horse would permit the "aggregation of custodial shareholdings to terminate the restrictions on takeovers and transfers of ownership".

Or – in plain English – enable the controlling Murdoch family to manipulate its 30% preferential shareholding to flout the wishes of a clear majority of other NewsCorp stockholders.

Despite the group's denial, the Sydney Morning Herald suggests that someone in the NewsCorp bunker is being miserly with the verity.

According to the SMH (owned by Australian rival the Fairfax Group), the concordat between NewsCorp's major institutional investors and the Murdoch family – an agreement that would restrict the latter's right to sell down or increase its 30% stake – would be null and void in the event of a friendly takeover.

In such circumstances, if a third party – say a pally fellow tycoon like Liberty Media's John Malone, who owns 9.1% of NewsCorp and last year helped Murdoch senior pull off the DirecTV deal – built a stake of 15% or more, then the Murdoch family would be permitted to increase their stake or transfer their shares to another party without making the same offer to all shareholders.

In terms of stock held, Malone is the second most powerful investor in NewsCorp after the Murdoch family.

Not for nothing is Fox a Murdoch brand!

Data sourced from Sydney Morning Herald; additional content by WARC staff