Activist investor Starboard Value has made a move to challenge the dual-class share structure of News Corp, a structure that has long enabled the Murdoch family to maintain control over the company. According to sources, Starboard has introduced a non-binding shareholder resolution aimed at dissolving this structure, which gives Rupert Murdoch significant control over the Wall Street Journal‘s parent company.
As of September, Murdoch retained control of about 40% of the company’s voting stock, despite his ownership of a much smaller portion of the overall equity. Starboard Value, which holds approximately 2% of News Corp’s Class A shares, has been vocal about the need for changes in the company’s governance. Last year, Starboard’s managing member Jeff Smith expressed the firm’s desire to see News Corp spin off its real estate assets, including its stake in REA Group, an Australian real estate company.
Smith has been critical of the dual-class share structure, stating that declassifying the shares could create significant value for shareholders. While acknowledging the challenge of changing such a structure, he pointed out that there are other ways to unlock shareholder value that should be considered.
Rupert Murdoch, who stepped down as chairman of both News Corp and Fox Corp in 2023, still wields considerable influence as chair emeritus of both companies. His son, Lachlan Murdoch, now serves as the sole chair of News Corp and remains the executive chairman and CEO of Fox Corp. Meanwhile, Rupert Murdoch is involved in a legal battle over the future control of the family trust, which holds a significant stake in News Corp, potentially giving Lachlan greater control in the future.
Starboard Value’s push to dissolve the dual-class structure follows the firm’s history of shareholder activism at major companies such as Autodesk, Match Group, and Salesforce. Although News Corp’s stock saw a slight dip on the day of the announcement, the market responded positively to the initial report of Starboard’s move.
In addition to its ownership of the Wall Street Journal, News Corp also owns The Sun and book publisher HarperCollins, further expanding its global media presence. If successful, Starboard’s efforts could lead to significant shifts in how News Corp operates and is controlled, potentially reducing the Murdoch family’s long-held dominance over the company.
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