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As the Murdoch #succession battle plays out in a US court,
a separate fight is brewing over control of #News #Corp

Australian and US investment groups take aim at #dual #voting #rights system that
⚠️gives family a dominant voice over how empire is run

Australian pension funds and governance groups have criticised the share voting powers that allow Rupert Murdoch to control News Corp,
-- as a secret legal case over the future control of the company is heard in the US state of Nevada.

The push to untangle News Corp’s structure,
which allocates different voting rights according to share type,
⭐️is being driven by agitators trying to loosen the billionaire’s grip over the media empire
🔸and stop that influence being passed to his heirs.

Murdoch has been in Nevada for hearings this week,
after seeking to 🔹change the terms of a family trust to ensure that his eldest son,
Lachlan, remains in charge of the company’s stack of newspapers and television networks, including the Wall Street Journal and Fox News.

The proceedings prompted the US hedge fund Starboard Value to propose a resolution to eliminate News Corp’s dual class share structure,
-- arguing that the political disagreement in the family
“could be paralyzing to the strategic direction” of News Corp,
according to The New York Times.

Dual structures are commonly used by company founders to retain control of a business even when they have a minority shareholding,
with Murdoch holding 40% of voting rights via a 14% shareholding.

Debby Blakey, the chief executive of the A$86bn Hesta superannuation fund, told Guardian Australia that
“one share, one vote” was fundamental to good corporate governance.

She said the fund’s “engagement, voting and advocacy activities continue to reflect this belief”.

“Hesta remains committed to engaging with companies and using our shareholder votes to drive change that helps create long-term investment value for our members,” Blakey told Guardian Australia.

The Australian Council of Superannuation Investors said it also supported a “one share, one vote” capital structure.

“Voting is a fundamental shareholder right and one of the key ways for shareholders to ensure accountability at listed companies,” ACSI said.

#Rupert #Murdoch #dual #class #accountability #Michael #Wolff #Roger #Ailes #Starboard #Value #Jeffrey #Smith

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For example, #Rupert #Murdoch owns 17% of equity in the media empire 👉 and 39% of the voting power.

“The fight for control of the Murdoch empire is only magnified by the #dual #class structure,” says Charles Elson, a leading authority on US corporate governance issues.

“The idea is I am the smartest person in the world and I should run the company as its king.

Other shareholders can say we believe you. If that’s a condition of investing, so be it.”

❌But critics of unequal dual-class voting say the structure weakens executive accountability.

“That’s the problem – it basically destroys #accountability,” says Elson.

Passing that power on generationally, he adds, only makes it worse.

“How do you know the talent is genetic?
Simply because they’re the children doesn’t mean they have the same business acumen as the father
and it’s not how you pick the leader of a company or a country.”

The Murdoch biographer and antagonist #Michael #Wolff wrote recently that the late Fox News chair and CEO #Roger #Ailes told him that the Murdoch sons,
Lachlan and James,
“are both wannabe little kings”.

But that was before open warfare broke out.

“I think they both really believe they were put on earth to show up their father, rather than the reality,
which is that they would be mid-level media executives making a quarter million a year and grateful for it, without their old man.”

Earlier this month, the hedge fund #Starboard #Value sent a letter to shareholders of News Corp, the parent company of the Wall Street Journal and New York Post, calling for the company to eliminate its dual-class share structure.

In the letter, the Starboard CEO, #Jeffrey #Smith, argued:
“This transition of power from Rupert Murdoch to his children has allowed for complicated family dynamics to potentially impact the stability and strategic direction of News Corp.”

Four Murdoch children with voting rights, Smith added,
“could be paralyzing to the strategic direction”
and, more importantly:
“We are not sure why their perspectives should carry greater weight than the views of other shareholders.”

News Corp said it believed its dual-class capital structure
“promotes stability and has facilitated the successful implementation of News Corp’s transformational strategy and long-term outperformance for all News Corp stockholders”.

The outcome of the Nevada court battle will not immediately affect the family’s control of the Murdoch empire
but could in the fullness of time if Murdoch dies or becomes incapacitated.

“If the stock is split up and the family doesn’t get along, the company could face real challenges and it becomes a very bumpy road for the other investors who are not part of the drama.”

But as the caravan of Black SUVs ferried warring Murdochs in and out of court last week, there was at least one certainty, Elson says.

While Rupert Murdoch still lives, the company remains firmly under his thumb.

“Rupert Murdoch calls the shots and when he’s gone he really doesn’t have that worry any more. -- He’s done.”