Major News Corp Shareholders Vote to Replace Directors
When the shareholders of News Corporation gather for their annual meeting on Friday at Twentieth Century Fox in Century City they might kick off the proceedings with a screening of All About Eve—a Fox property. Because like Margo Channing, the aging star played by Bette Davis whose reign is challenged by a young upstart, Rupert Murdoch is also in for a bumpy ride.
Earlier this month the California State Teachers’ Retirement System, which owns more than 6 million shares in News Corporation, voted to replace the entire board of directors. At the same time California Public Employees’ Retirement System, the country’s largest pension fund, said it would be pushing for Murdoch to step aside in favor of an independent chairman. Glass Lewis, an advisor to major institutional investors in the United States, recently advised its clients to vote against both Rupert Murdoch and his son James, while Pirc, a British advisor, told its clients to vote against the Murdochs, as has the British group who manage local government pension funds.
Shareholder dissent on this scale would ordinarily mean serious trouble, but as Nation readers know, News Corporation is no ordinary company. Besides owning one of the highest rated broadcast network in the United States, the Murdochs also control the Wall Street Journal, the New York Post and locals newspapers from Oregon to Nantucket. In Britain they own both the Times and the Sun, control Sky News and BSkyB, as well as cable channels offering everything from sports to nature documentaries. In Australia the company controls 70 percent of the country’s newspaper market, numerous television stations and half of the National Rugby League.
Such sheer size would give any company enormous leverage. But what has become clear in the wake of the scandal that began with Murdoch employees hacking into the voicemail of members of Britain’s royal family—and exploded over the summer with the disclosure that reporters had also hacked into the account of a murdered 13-year-old girl—is that the journalists and gossip columnists and former and current police officers on News Corporation’s payroll have given the company the ability to scorn regulators and defy politicians in every area of its global operations.
Nor are the Murdochs answerable to their shareholders. Though the family own less than 15 percent of News Corporation, they control 40 percent of the voting stock. They can also count on the backing of Saudi Prince Alwaleed bin Talal, whose 7 percent stake makes him the company’s second-largest shareholder. Rupert Murdoch may have to listen to a few unpleasant speeches, but when the votes are counted he will still be in charge of the company he built.
Yet Friday’s meeting is more than just corporate theatre. News Corporation also faces a tsunami of legal troubles: hundreds of potential phone-hacking victims in Britain lining up for cash settlements generate the most headlines, but there are also shareholder lawsuits attacking the way the Murdochs run the company “like a wholly owned family candy store,” and ongoing criminal investigations in Britain and the United States. If James Murdoch, who was titular head of European operations, can be proven to have known about either the supposedly common company practice of paying British police cash “backhanders” for tip-offs, or to have been party to other alleged violations of the Foreign Corrupt Practices Act, such as hacking into a competitor’s computer system or paying hush money to former employees to cover up the extent of phone hacking within the company, he could even go to jail.
That seems unlikely. But shareholders might want to ask themselves how well Murdoch Jr.’s plausible claims of ignorance comport with his $3.4 million-a-year base salary, or his $6–12 million annual bonus. Some shareholders might even question whether a company which paid taxes of only 22.3 per cent on declared income in 2011—the US statutory rate is 35 percent—and which had sixty-two subsidiaries in the British Virgin Islands and thirty-three more in the Cayman Islands, two of the world’s most notorious tax havens, has any business claiming to be a good corporate citizen.
Public perception matters. The News of the World became a toxic brand this summer when it emerged that phone hacking targets included slain British soldiers and victims of the July 2005 London bombings as well as celebrities and sports stars. With $14 billion in “goodwill” (i.e., intangible assets such as reputation or market share or, crucially, FCC waivers and licenses) on its books News Corporation simply can’t afford another wave of scandal.
Yet it would be naïve to expect shareholders, or market forces, to rein in Rupert Murdoch. In the United States, as in Britain and his native Australia, he has used his unparalleled political leverage to gain regulatory favors that in turn have allowed his companies to dominate the market and to pollute the political landscape. Whatever its corporate structure or ideology, no private company should be allowed to own an overwhelming share of the media in any democracy. The Hacked Off campaign in Britain includes a strong demand for new rules on cross-ownership; similar efforts by Avaaz.org and other advocacy groups in the United States mark a hopeful turn in the tide. Yet apart from British Labor leader Ed Miliband, most politicians have remained on the sidelines. Until that changes, News Corporation will continue getting away with Murdoch.