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News Corp. investor vote could renew debate on stock structure

June 10, 2013|By Meg James
  • News Corp. shareholders will be asked to approve three measures to facilitate the breakup of the media company. Above, Rupert Murdoch, chairman and CEO of News Corp., listens at the annual Milken Institute Global Conference in Beverly Hills.
News Corp. shareholders will be asked to approve three measures to facilitate… (Jonathan Alcorn / Bloomberg )

News Corp. shareholders will be asked Tuesday to approve three amendments designed to facilitate the corporate breakup later this month of Rupert Murdoch's media empire.

One amendment authorizes the company to change its name to 21st Century Fox, enabling the publishing division, which is preparing to spin off into a stand-alone entity, to claim the News Corp. name.

The other two measures provide a structure for the separation and allow for the distribution of equity for the proposed new corporate entity.

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Tuesday's special meeting of investors in New York also is expected to give corporate governance advocates an opportunity to agitate for News Corp. to eliminate its dual-class stock structure.

Murdoch, the 82-year-old media baron, effectively controls the sprawling media company through his and his family's 39.4% holdings of Class B voting stock.

A vote on whether to maintain the two classes of stock does not appear as a separate measure on Tuesday's ballot. Nonetheless, News Corp.'s stock structure has provoked continued interest and protests from proxy advisory groups and other corporate governance organizations, including the Nathan Cummings Foundation and Christian Bros. Investment Services.

A Nathan Cummings representative said Monday that the two classes of stock gives the Murdoch family too much influence in the company's affairs.

"We've clearly seen a pattern of the family viewing News Corp. as their company," said Laura Campos, director of shareholder activities for the Nathan Cummings Foundation. "The fact that the company has this dual-class capital structure allows them to do that."

A News Corp. spokesman declined to comment.

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Campos said her group plans to request information on how board directors for the two companies were selected. 

Murdoch and his two sons, Lachlan and James, are scheduled to serve on the boards of both companies.  Jacques Nasser, former chief executive of Ford Motor Co.; Robert Silberman, executive chairman of Strayer Education Inc. and a former top Defense Department official; and Delphine Arnault, deputy general manager at Christian Dior Couture, have been nominated to serve on the 21st Century Fox board.

"We clearly are interested in seeing how they are going to demonstrate their commitment to all the shareholders of the company, and not just the Murdoch family," Campos said.

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