Shareholders Get Litigious With Murdoch

11 October 2005

Major institutional shareholders across the globe have issued writs against News Corporation for its alleged failure to honour promises that stockholders be allowed to vote on changes to the group's 'poison pill' strategy.

There is increasing concern that publicly-listed NewsCorp, which the Murdoch family controls via a 29.5% minority holding, is pursuing commercial and financial strategies designed to benefit the family rather than the company's stockholders in general.

One of these strategies - the so-called 'poison pill' - was adopted in 2004 for a minimum period of two years, and is intended to block media entrepreneur John C Malone from mounting a challenge to the family's dominance of NewsCorp by upping his voting stake beyond its present level of 18%.

In the shareholder camp, there are credibility issues at stake. Explains Stephen Davis of Global Proxy Watch, an organisation that monitors corporate governance issues: "Funds believe that, if they fail to mount a forceful response to NewsCorp, their credibility in other contests will be shot."

Groups that have already issued writs against NewsCorp include Dutch pension fund ABP; British funds Hermes and USS; America's Connecticut Retirement Plans and Trust Funds; plus a number of large Australian funds co-ordinated by the Australian Council of Super Investors.

But despite their heavyweight appearance, the dissidents are mere lightweights in terms of punching power, between them commnading little more than 1% of shareholder votes. The company has contemptuously dismissed their actions as "frivolous and without merit".

  • Meantime, NewsCorp's British satellite monopoly BSkyB will this week hold a board meeting chaired by Rupert Murdoch, at which the main agenda item is a proposed share buyback scheme, on which shareholders will vote at BSkyB's annual meeting next month.

    But fund manager Hermes, already angered by the 'poison pill' issue, has written to the BSkyB board warning it intends to vote against the buyback plan.

    Hermes argues that it can no longer trust NewsCorp as the controlling shareholder in BSkyB - a position it enjoys thanks to the standard Murdoch stratagem of building a minority stake - in this case 37.5% - large enough to outvote any likely alliance of other shareholders.

    Institutions are concerned over corporate governance issues at BSkyB - not least last year's controversial accession to the ceo's throne by James Murdoch. Echoes of the cry 'nepotism' still reverberate around the City of London.

    Says Hermes' Paul Munn: "We've supported BSkyB's programme of buybacks in the past on the basis that NewsCorp wouldn't exercise its voting powers. We've relied on that undertaking, but now we don't really feel that undertaking is worth its while."

    Data sourced from Financial Times Online; additional content by WARC staff