Comments on: Could News Corp end up in play? http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/ A slice of lime in the soda Sun, 26 Oct 2014 19:05:02 +0000 hourly 1 http://wordpress.org/?v=4.2.5 By: RS108 http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/comment-page-1/#comment-28716 Tue, 19 Jul 2011 21:11:26 +0000 http://blogs.reuters.com/felix-salmon/?p=9006#comment-28716 Also News International is the British version of the great vampire squid!

Goldman’s has a revolving door with people in government in the US, whilst NI has does the same in the UK….

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By: RS108 http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/comment-page-1/#comment-28715 Tue, 19 Jul 2011 21:03:10 +0000 http://blogs.reuters.com/felix-salmon/?p=9006#comment-28715 Could News Corp end up in play?

I sure hope so…
I also hope that this is end of Fox News and a change in the ownership of WSJ….

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By: bidrec http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/comment-page-1/#comment-28713 Tue, 19 Jul 2011 18:16:15 +0000 http://blogs.reuters.com/felix-salmon/?p=9006#comment-28713 Trump made a run at Resorts International when it had a two class ownership. He ended up splitting the company with Merv Griffin. Marvin Davis also bid.

Historically, DJ was the exception to the rule that NYSE listed companies have only one class of common stock.

Dick Grasso lowered standards and now the NY Times and the Washington Post have moved to the Big Board. Viacom also has more than one class of common stock.

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By: johnluisabel http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/comment-page-1/#comment-28677 Tue, 19 Jul 2011 10:42:33 +0000 http://blogs.reuters.com/felix-salmon/?p=9006#comment-28677 useful article thanks for sharing

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By: RogerS http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/comment-page-1/#comment-28676 Tue, 19 Jul 2011 08:34:25 +0000 http://blogs.reuters.com/felix-salmon/?p=9006#comment-28676 You refer to Article IV.4(a)(i)(1)(C)of the News Corporation certificate of incorporation which reads

(1) Subject to applicable law and the voting rights of any outstanding series of Preferred Stock and Series Common Stock, each of the shares of Class A Common Stock shall entitle the record holders thereof, voting together with the holders of Class B Common Stock as a single class, to one (1) vote per share only in the following circumstances and not otherwise:
….

(C) on a proposal to adopt an agreement of merger or consolidation in which the Corporation is a constituent corporation, as a result of which the stockholders of the Corporation prior to the merger or consolidation would own less than sixty percent (60%) of the voting power or capital stock of the surviving corporation or consolidated entity (or the direct or indirect parent of the surviving corporation or consolidated entity) following the merger or consolidation;

However you do not note 4(a)(i)(3) which reads:

(3) As used in this clause (i), the phrase “on a proposal” shall refer to a proposal that is required by law, this Restated Certificate of Incorporation, the by-laws of the Corporation or pursuant to a determination by the Board of Directors, to be submitted to a vote of the stockholders of the Corporation. This clause (i) shall not limit or restrict in any way the right or ability of the Board of Directors to approve or adopt any resolutions or to take any action without a vote of the stockholders pursuant to applicable law, this Restated Certificate of Incorporation, or the by-laws of the Corporation.

It seems to me therefore that so long as Rupert Murdoch controls the Board, the A shares still do not normally get to vote unless he says so, even on a takeover. The one (?) exception is if the law requires a matter to be voted on by shareholders — can this arise in plausible circumstances?

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By: EricVincent http://blogs.reuters.com/felix-salmon/2011/07/18/could-news-corp-end-up-in-play/comment-page-1/#comment-28668 Mon, 18 Jul 2011 22:02:48 +0000 http://blogs.reuters.com/felix-salmon/?p=9006#comment-28668 “None of this is exactly likely…”

None of this was exactly likely.

Nearly every day during this whole affair, something that was never “exactly likely” has exactly happened.

Should we go down the whole list? No, but how about a partial: The PM’s former spokesman getting arrested. NotW being completely shuttered. Rebekah Brooks getting arrested. Scotland Yard’s no.’s 1 and 2 resigning their posts. The former NotW whistle-blowing reporter turning up dead. Rupert & Son getting hauled before parliament.

If I was a (non-James) Murdoch scion, I would get a sense of relief at the notion of shipping the whole affair off on an ice-floe with a sale of the company.

Not exactly likely? Let’s see for how many hours that assumption lasts.

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