News Corp (NWSA).’s directors agreed to a $139 million settlement of investors’ claims that they turned a blind eye to illegal conduct at the media company, including phone hacking by employees.
Insurance covering News Corp. (NWSA)’s board, including Chairman Rupert Murdoch, will fund the settlement of lawsuits seeking to hold directors accountable for the scandal sparked by the exposure and attempted cover-up of illegal reporting tactics used by some News Corp. journalists in the U.K., according to a statement today by the company and shareholders who sued. The money will go into News Corp.’s coffers rather than to individual investors.
As part of the settlement, News Corp. officials agreed to tighten oversight of the company’s operations and set up an anonymous whistle-blower’s hotline for tips about misconduct, according to Delaware Chancery Court filings. Shareholders who sued alleged the board’s lax oversight allowed wrongdoing to flourish at the company and harmed its stock price.
“As a condition of the settlement, these enhancements will be adopted by both companies that emerge from the” split of New York-based News Corp. into two public companies, officials said in the statement.
The settlement is the largest ever reached in a so-called derivative lawsuit in Delaware Chancery Court, said Jay Eisenhofer, a lawyer for one of the suing shareholders, Amalgamated Bank. Eisenhofer is a partner at Wilmington, Delaware-based Grant & Eisenhofer.
“We are proud of this historic settlement, which continues the 20-year-history of Amalgamated Bank encouraging corporate reform and improved corporate governance,” Edward Grebow, the bank’s president, said in a statement. Amalgamated Bank’s LongView Funds hold more than 455,000 News Corp. shares, according to the statement.
News Corp. agreed last year to separate slower-growing publishing assets from its Fox television and film businesses after coming under pressure from shareholders. Murdoch will remain chief executive officer of the Fox side, News Corp. (NWS) said.
“We are pleased to have resolved this matter,” Nathaniel Brown, a News Corp. spokesman, said in an e-mailed statement.
Today’s settlement is part of News Corp.’s push to move past the scandal over some journalists’ illegal reporting tactics and allegations that company executives covered up the practices. About 80 people have been arrested in connection with criminal probes, including Rebekah Brooks, the head of News Corp.’s U.K. publisher.
“The company’s very busy trying to get all the lawsuits behind them,” said Claire Enders, CEO of London-based Enders Analysis, a media-research firm. Still, “the issues on phone hacking will continue to be with us for some time,” she said in a telephone interview, noting that the company is still in process of settling U.K. suits with individuals whose privacy was violated.
News Corp. journalists are accused of hacking mobile-phone messages of more than 600 people, including U.S. actors Brad Pitt and Angelina Jolie, soccer player Wayne Rooney and murdered British schoolgirl Milly Dowler.
Last week, British prosecutors said the top editor of News Corp.’s Sun tabloid newspaper will be charged with authorizing bribes to public officials.
Fergus Shanahan approved payments totaling 7,000 pounds ($10,600) to a public official in exchange for information between 2006 and 2007, according to a statement from the Crown Prosecution Service. The bribes were uncovered as part of the hacking-scandal probe, prosecutors said.
British lawmakers last year concluded Murdoch wasn’t “a fit person” to lead a major international company after finding News Corp. officials misled Parliament about the extent of phone hacking at the News of the World tabloid newspaper, which was closed in the wake of the scandal.
Murdoch “turned a blind eye and exhibited willful blindness to what was going on in his companies,” the House of Commons Culture Committee said in its report. News Corp. directors countered that they maintained “full confidence” in Murdoch’s ability to lead the media company.
Amalgamated Bank, based in New York, and a Louisiana pension fund claimed in a lawsuit that some board members knew as early as 2009 that company reporters in England routinely hacked into phones and bribed British police for stories.
Still, directors refused to seriously probe claims of illegal reporting tactics for fear of angering Murdoch and his children who serve as News Corp. executives, lawyers for the City of New Orleans Employees Retirement System and Amalgamated Bank (ANYB) said in court filings.
At a hearing last year before Chancery Court Judge John Noble in Dover, Delaware, News Corp.’s lawyers disputed investors’ claims that board members participated in a cover-up because they were beholden to Murdoch and his family.
“Rather than ignoring and covering up these matters, the evidence shows the board” moved to address the scandal quickly and openly, Gregory Varallo, a News Corp. attorney, told Noble. The judge had been deciding whether the case could proceed when it was resolved.
News Corp. shareholders originally sued over the $675 million purchase of a U.K.-based television production company owned by Murdoch’s daughter, Elisabeth. They later amended their suit to focus on the phone-hacking scandal.
“When institutional investors work constructively to improve corporate governance practices, good things happen,” Mark Lebovitch, a New York-based lawyer who represented the New Orleans pension fund, said in an e-mailed statement.
The case is In re News Corp. Shareholder Derivative Litigation, CA 6285, Delaware Chancery Court (Wilmington).
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