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from Alison Frankel:

News Corp deal: a new way to police corporate political spending?

On Monday, the directors and officers of Rupert Murdoch's News Corp agreed to settle a derivative suit accusing them of breaching their duty to shareholders by failing to avert the phone-hacking scandal at the company's British newspapers. News Corp's insurers will pay $139 million, in what shareholder lawyers atGrant & Eisenhofer called the largest-ever cash settlement of derivative claims in Delaware Chancery Court. The settlement, which comes as News Corp prepares to split its news and entertainment branches into two publicly traded companies, was produced after several months of mediation that took place while the company's motion to dismiss was pending before Vice Chancellor John Noble.

The cash portion of the deal (which will be eventually reduced by legal fees paid to G&E, co-lead counsel fromBernstein Litowitz Berger & Grossmann and several other plaintiffs firms that managed to grab a piece of the case) is obviously the big news, but among the many corporate governance enhancements detailed in the memorandum of understanding between News Corp and shareholders, you'll find what appears to be a historic concession by the company: News Corp has agreed to disclose its campaign and political action committee contributions to shareholders and its lobbying and Super PAC spending to the board. According to two advocates for corporate political transparency, this settlement apparently marks the first time that shareholders have used the vehicle of a derivative suit to obtain enhanced disclosure of corporate political spending. "I think it's terrific," said Melanie Sloan, executive director of Citizens for Responsibility and Ethics in Washington (CREW). "Any way to force companies to disclose spending is good for democracy."

Earlier this year, you may recall, New York State's public employee pension fund brought a books-and-records suit against Qualcomm, seeking to force the chipmaker to tell shareholders about its political spending. (Notably, the New York fund, like shareholders in the News Corp case, was represented by Mark Lebovitch of Bernstein Litowitz.) I said at the time that the novel tactic of suing corporations under the Delaware law that grants shareholders the right to request corporate books and records could be a breakthrough in the post-Citizens United effort to force companies to admit their political spending. Qualcomm certainly knuckled under. In February, less than six weeks after the New York fund sued, the previously opaque corporation agreed to disclose online all of its contributions to candidates and parties, as well as donations to Super PACs and trade associations.

News Corp's newly agreed-upon disclosures aren't as robust as Qualcomm's. The company said it would tell shareholders about contributions to all state and local candidates (direct corporation contributions to candidates for federal office are prohibited) and political action committees. It also agreed to disclose all donations to political nonprofits that are specifically earmarked as independent expenditures on behalf of a particular candidate or party and all spending in support of or opposition to ballot measures. But the settlement only requires the company to inform the board, and not shareholders, about Super PAC and trade association contributions over $25,000. Nevertheless, the settlement puts News Corp's political transparency obligations in black and white, and that's a real accomplishment for shareholders of such a politically active corporation.

from John Lloyd:

A free press without total freedom

Journalism gyrates dizzily between the dolorous grind of falling revenue and the Internet’s vast opportunities of a limitless knowledge and creation engine. On the revenue front, no news is good. The just-published Pew Center’s “State of the US News Media” opens with the bleak statement that “a continued erosion of news reporting resources converged with growing opportunities for those in politics, government agencies, companies and others to take their messages directly to the public.” Not only, that is, is the trade shrinking, but those who once depended on its gatekeepers have found their own ways to visibility.

Journalists’ task, as large as any they have collectively faced in 400 years of their trade’s existence, is to find a way to continue the journalism that societies most need and citizens are least willing to pay for: detailed, skeptical, truthful, fair, investigatory writing and broadcasting. It’s a big ask. The British are in the process of not answering it. They are staging a sideshow: not an unimportant one, but in a minor key all the same.

from Nicholas Wapshott:

The crumbling of the Murdoch dynasty

Rupert Murdoch has had a rough few weeks. He had to race to Melbourne, Australia, to visit his 103-year-old mother, Dame Elisabeth, who has died in Australia.* There is nothing like the death of your mother to remind you of your own mortality.

Then last month the political party he supports and largely owns lost the election. When you have Sarah Palin, Mike Huckabee, Roger Ailes, Karl Rove, John Bolton, Liz Cheney, William Kristol, Dick Morris, Oliver North, Rick Santorum, and Newt Gingrich on the books and have all your media properties conduct a virulent, ad hominem campaign against the president, then watch the Republicans lose so convincingly, it must be hard to know where you went wrong.

Then on Monday Murdoch announced his reluctant splitting of News Corp. in two, dividing the company between News Corp.--containing the mostly hard-copy waning press properties he dabbles in as an expensive hobby--and Fox Group, made up of the money-making media properties, like the Fox movie studio, the Fox TV network, and Fox News, that the company’s non-family and therefore non-voting shareholders prefer. The restructuring was forced upon Murdoch in the wake of the revelation that phone hacking had become quotidian at his British newspapers, a crime of which, despite his addiction to editorial micromanagement, he has always denied all knowledge. Had he not taken the initiative and divided his company, the report by Lord Justice Leveson on corruption in the British press might have demanded a more painful remedy.

from Jack Shafer:

The Daily didn’t fail–Rupert gave up

When you're as wealthy as Rupert Murdoch ($9.4 billion) and you control a company as resource-rich as News Corp (market cap $58.1 billion), shuttering a 22-month-old business like The Daily doesn't signify failure as much as it does surrender.

Murdoch knew what he was getting into when he launched the iPad-only (and then smartphone, Android tablet, and Kindle Fire) publication in February 2011. At a press conference, the mogul claimed to have invested $30 million pre-launch and assumed running costs of about $500,000 a week. According to a report in the New York Observer, attributed to a "source," the operation was amassing annual losses of $30 million. But again, for someone like Murdoch, $30 million is chump change. His New York Post loses up to $70 million a year, according to some accounts, and you don't see him closing it. Such losses are rounding errors in the company's entertainment budget.

from Breakingviews:

Disney chief’s unlikely fairy godfather: Murdoch

By Jeffrey Goldfarb
The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Rupert Murdoch makes an unlikely fairy godfather. The News Corp boss is more often portrayed as a cartoonish evil villain, especially inside rivals like Disney. But by paying a punchy price for a big piece of the Yankees Entertainment and Sports Network, Murdoch is implying an even richer valuation for ESPN than is already attached to the coveted Disney sports brand. That in turn makes the whole Magic Kingdom look worth more.

from Lucy P. Marcus:

Should big investors be fleeing Murdoch?

Following the proceedings of the News Corp annual general meeting, one can’t help but think of the proverbial definition of insanity: doing the same thing over and over again and expecting a different result.

I’m not talking about Rupert Murdoch. He’s been doing the same thing for years and always getting the result he wanted. He comes away from yet another AGM with the dual roles of CEO and chairman firmly in hand. Also, the dual voting stock structure remains so that, though Rupert Murdoch and his family own approximately 12 percent of the shares, they hold 40 percent of the voting power. In essence, Rupert Murdoch and his family control the decisions and destiny of the company relatively unchallenged. Both Rupert Murdoch and News Corp board member Viet Dinh made abundantly clear during the board meeting that this was not going to change. Though the company has gone through the motions of appointing new independent directors, the choices suggest a not-so-subtle sense of humor: One of the new independent directors is the former president of Colombia, Alvaro Uribe, who was embroiled in a wiretapping scandal of his own.

from Breakingviews:

Investors may live with outrageous News Int payoff

By Robert Cole

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Shareholders in News Corp would be forgiven for being outraged at a report that Rebekah Brooks, the former CEO of News Corp’s UK newspapers, has received a 7 million pound “payoff”. She left her post in July last year as allegations of phone hacking engulfed the News of the World and led to the abrupt closure of the Sunday tabloid owned by the company.

from Breakingviews:

FT sale would defy today’s financial times

By Jeffrey Goldfarb
The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

A sale of the FT would surely defy the financial times the newspaper documents. The impending departure of Marjorie Scardino as chief executive of Pearson, parent company of the Financial Times, makes a change of ownership more likely. Her replacement said on Wednesday the publication is a “highly valued” asset. But the paper’s status could make it more valuable to someone else.

from Anatole Kaletsky:

Does Murdoch’s paywall reversal signal a sale of The Times?

Rupert Murdoch conceded defeat this week in his battle with Google and the Internet, an adversary even more powerful than the British government. Murdoch, uniquely among the world’s media magnates, decided two years ago to create a “paywall” for the London Times that could not be penetrated by Google and other “parasitic” search engines. In effect, the paper was cut off completely from the public Internet. As one of Murdoch’s newspaper managers later described this strategy: “Rupert didn’t just build a paywall; he circled it with barbed wire, dug a moat around it and put crocodiles in the moat.”

On Monday Murdoch relented. Times articles started reappearing in Google searches, although anyone wanting to read them still has to pay £1 for one day’s paper or £2 per week. Coincidentally, News Corp, Murdoch’s holding company, announced the departure of its chief digital officer, Jonathan Miller. And Murdoch himself stood down as chairman of Times Newspapers, the News Corp subsidiary that controls his upmarket British papers.

from The Great Debate:

Punch Sulzberger and the trouble with media dynasties

It is easy to imagine the look on the faces of Rupert Murdoch’s children when they read the obituaries of New York Times owner Arthur “Punch” Sulzberger, whose father thought him too stupid to run the company. Particularly when they came to the line: “It’s impossible to be an assistant to your father.”

Rupert Murdoch’s eldest son, Lachlan, is exiled to Australia after complaining his father wouldn’t let him do his job at News Corp. His daughter Elisabeth’s movie company, Shine, may be owned by News Corp, but she lives in London and keeps her interfering father at arm’s length. And after disappointing his old man by failing to smother the phone-hacking scandal at his British papers, James is scrabbling around at corporate headquarters on Sixth Avenue in New York, trying to make it work at his new job leading the company’s television interests – everything, that is, except his father’s “fair and balanced” baby, Fox News.