The new memorandum of understanding should end a suit in Delaware’s Chancery Court that stemmed from News Corp’s $675M acquisition of Elisabeth Murdoch’s Shine Group. Shareholders led by Amalgamated Bank charged that the high price showed that her dad, Rupert, “has operated News Corp. as his own private fiefdom with little or no effective oversight from the board.” Under the settlement, News Corp walks away with no admission of wrongdoing — but also agreeing to governance practices that enhance the power of independent directors, provide more transparency about the company’s political contributions, and encourage anonymous whistleblowing. Due to the unusual way the case was structured — Amalgamated sued the board on behalf of News Corp — the company will collect $139M from insurance proceeds. The agreement ends a headache for News Corp as it prepares to split into two companies: one featuring its entertainment assets and the other with publishing ones including The Wall Street Journal. News Corp says that it already has begun to modernize its governance and has “committed to building on those efforts going forward.” Under the new agreement, the company must name a Chief Compliance Officer and a Compliance Steering Committee, with a wide-ranging mandate to investigate and report on potential ethics problems. In addition, News Corp agreed to annually disclose its political contributions. The board also must “engage in and document succession planning for Chairman, CEO, and other senior executives.” If the court approves, the terms will be in effect at least until 2017 and will apply to both of the companies created by the News Corp split.
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