Coupons

Case 1:13-cv-03914-SAS Document 1
Filed 06/07/13 Page 1 of 48
mscheindun
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
IRON WORiCERS MID-SOUTH PENSION
13 CV
X CaseNo
FUND, Derivatively on BehalfofNEWS CORPORATION,

Plaintiff,
V.
VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT FOR
BREACH OF FTOUCURY DUTY, WASTE OF CORPORATE ASSETS,

AND UNJUST ENRICHMENT
KEFIH RUPERT MURDOCH, PAUL V. CARLUCCI, CHASE CAREY, DAVID F. DEVOE, JAMES R. MURDOCH, JOEL L KLEIN, RODERICK I. EDDINGTON, PETER L. BARNES, VIET DINH,
LACHLAN K. MURDOCH, JOSfi MARIa

AZNAR, NATALIE BANCROFT, STANIBY S. SHUMAN, ARTHUR M. SISKIHD, PETOl CHERNIN, KENNETH E. COWLEY, ANDREW S. B. KNIOHT, and THOMAS J. PmtlONS,
Defendants,
-and-
NEWS CORPORATION, an Delaware
corpoiation.
Nominal Defendant.
X DEMAND FOR JURY TRLU.
NATURE A]>n[> SUMM4RY OF THE ACnON
1.
This is a shareholder derivative action brought by plaintiff a shatehold^ ofNews
Corporation (*'News Corp" or the "Company") on bdialf of the Conâny against certain of its officers and directors. This action seeks to remedy tiie defendants* violations of law, including
breach of fiduciary duties, waste of corporate assets, and unjust ^chment that have caused substantialmonetary losses to News Corpand other damages,such as to its rûtationandgoodwill.
2. News Coip is the parent entity ofNews America Incorporated ("News America")* a
subsidiarycompany which has the responsibility of managingthe sale ofike Company's in-store
promotion services and fiiee-standing insert coupons ("FSF*)' to consumer padotged goods
manu&cturers ("CPG").
3.
Thisactionarisesout oftheIndividual Defendants' (as definedherem) responsibility
forNewsAmericaengagingin illegalmonopolistic practices regardmg in-storepromotionservices and FSIs. As described in more detail below. News Americaacquired dominance in this market
throughvariouswrongfulactsdesignedto inhibitcompetition, including: (i)enteringintolong-term
exclusive contracts with retailers; (ii) paying large economically unjustifiable cash payments to
retailers to dexail competitorcontracts; (iii)bundling andpredatorilypricingits in-store advertismg
andpromotion products andservices withits FSIs; (iv)hacking intocompetitors' computerfiles to

stealcustomerlists and marketing materials; (v) dishonesdy disparaging comp^tors' compliance
rates and financial viabili^; and (vi) even de&cingcompetitors' advertisements.
4.
Knowledge ofNews America's monopolistic practices reached thehighest levels of
theCompany. News Corphasacknowledged thatit hassought to buildcontract barriers to make it
*FSIs arethebundles of coupons found in most Sunday newspapers.
difficultfor its competitors to compete. Defiaidant PaulV. CarlucciC*Carluod")> NewsAmerica's

ChiefExecutiveOfficer ("CEO"),createda cut-throatcompetitiveculture, and oncetalliedhissales force by showing a film clip fiom The Untouchables in whidi mobster A1 Capone crushesarival's head with a baseball bat Moreover, as explained by Rob^ Emmel ("Emmel"), a former News
Americaaccountdirectorturnedwhisde-blower, defendant Carlucciandothersupervisors regularly

mstructedhim and other employeesto engage in the illegal misconductdiscussedherein. Defendant
Carlucci called employees uncomfortable with the Company's philosophy "bed'Wetiittg liberals"
andthreatened that they wouldbe "ou^lacedfrom the conâny" Def^dant K. Riqêrt Murdoch ("R. Murdoch"), News Coip's CEO and Chairman of the Board of Directors (the "Board"),
encouraged defendant Carlucci's aggressive management style and die monopolistic piactices he caused News America to carry out.
5.
As a result ofthe Individual Defendants' misconduct, News Coip has incurred and
continues to incur substantial damages arising &om the numerous legal proceedings and
investigationscommenced, and to be commenced, against the Company. In addition to being the
subject of a probe by the Federal Bureau of Investigation("FBF) and the U.S. Dq)artment of
JusticeCDOJ'O for its antitrust violations, News America was sued by competitor companies,
including Insignia Systems, Inc. ("Insignia"), Valassis Communications, Inc. ("Valassis"), and
FLOORgraphics, Inc. ("Floorgraphics"). Despite already paying out nearly $655 million to settle
theselawsuits, the Individual Defendants stillhavenot completely remediedNews America'sillegal

business practices. As a result. News Coip continues to face growing liability. Two of the Company's CPO clients, including The Dial Corporation ("Dial") and H.J. Heinz Company
C'Heinz"), recently filed lawsuitsalso allegingNews America's antitrust violations that continueto
this day. In addition, thereare reportsofodierNewsAmericaclientsthat are considmng theirown
lawsuits, including, but not limitedto, The Procter & Gamble Company ("Procter & Oamble"),
Campbells Soup Company ("Campbells")* SaraLee Coip. ("SaraLee")rPepsi Bottling Group Inc.
("Pepsi'*), Kraft FoodsGroup,Inc. ("Kraft"), Coca-ColaCo. "(Coca-Cola"), Cadbuiy, OceanSpray,
The CloroxCompany ("Clorox"),and Tropicana. Settlingthese CPG lawsuits,or satisi^g adverse
judgments, willlikely bring the Company's total danuês in therange ofbillions of dollars.
6. Plaintiffbringsthis action againstthe Individual Defendants to repairtheharmthat
they caused and continue to cause the Company.

JURISDICTION AND VENUE
7.
This Courthasjurisdictionunder28 U.S.C. 1332becauseplaintiffanddefendants
are citizensofdifferentstates and the amountin controversy exceeds$75,000,exclusive ofinterest
and costs. This action is not a collusive action designed to conferjurisdiction on the courtofthe
United States that it would not otherwise have.
8.
ThisCourthasjurisdictionovereadi defendantnamedhereinbecauseeachdefendant
is either a corporation thatconducts business in andmaintains operations in this District, or is an

individual who has sufficient minimum contacts with this District to render the exercise of
jurisdiction bytheDistrict courts permissible under traditional notions offairplay and substantial
justice.
9.
Venue is proper in this Court in accordance with 28 U.S.C. 1391(a) because: (i)
News Coip maintains its principal place of business in this District; Qi) one or more of the
defendantseitiierresides in or mairitainsexecutiveoffices in tiiis District; (iti) a substantial portion
ofthetransactions andwrongs complained ofherein, including thedefendants' primaryparticipation
inthewrongful acts detailed herein, and aiding and abetting and conspiracy inviolationoffiduciary
duties owed toNews Corp occurred inthis District; and (iv) delfendants have received subs^tial
effect in this District

THE PARTIES
Plaintiff
10.
PlaintiffIron Workers Nfid-Soutili PensionFund was a shareholderofNews Coip at
the time of the continuing wrongs complained of herein. The continuing wrongs included the IndividualDefendantsknowinglyor recklesslycausing,participating in, or allowingtheCoxapany to
engagein monopolisticpractices. The Individual Defendants havenotiemediedthesemonopolistic practicesand the Companycontinuesto sufferdamagesas a resultofthe pending litigation brought
on by the Individual Defendants'breaches ofduty. The last lawsuit filed against News Gorp or its subsidiaries for the wrongdoing alleged herem was filed as recent as December 27,2012. Once plaintiff became a shareholder, it has continuouslybeen a shareholder. Iron WorkersMid-Soudi Pîon Fund is a citizen ofTexas, Louisiana,Oklahoma,and Mississippi.
Nominal Defendant
11.
News Corpis a Delaware corporation withprincipal executiveofiGces locatedat 1211
Avenue ofthe Americas, New York, New York. Accordingly,News Corp is a citizen ofDelaware
andNewYork. NewsCorpis a diversified global media company whichmanages andreports its
business in sbc segments: Cable Netvôrk Programming, Filmed Entertainment, Television, Direct
Broadcast SatelliteTelevision, Publishing, and Other. News Corp is the ultimateparententityof
News Ammca, a wholly owned subsidiary within the Company's Publishing segm^. News America isa leading provider ofin-store marketing products andservices, primarilytoCPCIs. News
America is also one of the two largest publishers of FSIs in the United States, producing and
distributing FSIs to approximately sevenly^four millionhouseholds a year.
Defendants
12.
Defendant R. Murdoch is News Coip's CEO and a director and has been dnce 1979
and Chairman of the Board and has been since 1991. Defendant R. Murdoch was also a News America director from 1973 to at least November 2012 and CEO and Chairman from at least
October 2009 to at least November 2011. Defendant R. Murdoch is the &ther ofdefiendants James
R. Murdoch ("J. Murdoch") and Lachian K. Murdoch ("L. Murdoch "). Defendant R. Murdoch
knowingly, recklessly, or with gross negligence; (i) caused or allowed News Coxp and its subsidiaries to engage in illicit business practices which included monopolistic activities in the market forin-store promotion services andFSIs;andQi) failedto implementandmaintain adequate
internal controls to detector prevent the foregoing monopolistic practices and ensure compliance
with s^plicable rules and regulations. News Corp paid defendant R. Murdoch the following
compensation as an executive:
Nan*Equity
Rseal Year
Othtf Annusl
Salatv
Bomts
biMiitlv* Plan
Stock AwbrI*
Chans* In Pmêa
Value
AQOthtr
Tctol
ComBtnsatlon
CentBtflsatlen
2012
S8.100.000
S10.425.0Q0
mîmm
S4.0S0.000 $4^68.800
S17.HOiiOO
$7,604,000
$384j611 $308,432
$379,981
2011
2010 2009 2008 2007 2006
2005
$8,100,000 $8.100.000
$12j500.a80
$3,857,000 $5,910,000 $4,237,000

$6,872,000

$30.022.M2 $33,282,753 $22,725^75 $30,063,169
$403,169
$1,012,600
$16795X100
.
$356,175
$6,600 S8.300
$8,150
$32,135,675
$25,908,939 $23,636,946 $17.226.472
$4!s08!694
S4.6Q8.725
S21.175.000 $18,890,000
S218.64S $2301921
Defendant Murdock is a citizen ofNew York.
13.
Defendant Carlucci is News America's Chairman and CEO and has been since 1997.
Def<mdant Carlucci was also Publisher of The New York Post, a publishiiig subsidiary of News
Coip, from September2005 toDec^ber2012 and aNewsAmericadirect<Mrfrom atleastMay2007

to at leastNovember2012. DefendantCarluccihas servedin variousothercapacitiesat NewsCorp
since joining tiie Company inJune 1991, including asExecutive Vice President ofNews Am^ca
and as a member of News Corp's Executive Management Committee. Defendant Carlucci
knowingly, recklessly, or with gross negligence: (i) caused or allowed News Corp and its
subsidiaries to engage in illicit business practices which included monopolistic activities in the
marketfor in-storepromotionservicesand FSIs;andQi)&iledto implementand maintain adequate
with applicable rules and regulations. Defendant Carlucci is a citizen ofNew York. 14. DefendantChaseCarey("Carey*') isNewsCoip'sPresident, ChiefOperating OfScer
("COO"), DeputyChairman ofthe Board,and a directorand has been sinceJuly 2009. Defendant
Carey wasalsoa consultant to News Coipfrom 2002 to 2003; Co-COO from 1996 to2002; anda
director from 1996to December 2007. Defendant CareywasNewsAmerica's Chairman andCEO in
at leastNovember2012; adirector fromat leastMay2011to at least Novmber 2012;Presidentand
COOfrom 1998to 2002; ExecutiveVice President from 1996to 1998;and adkector from 1996to
2002. Defendant CareyjoinedNews Corp in 1988. Defendant Car^ knowingly, reddessly, orwith gross negligence: (i)caused or allowed News Corp anditssubsidiaries to engage in illicit business
practices which included monopolistic activities inthe market for in-store promotion services and
FSIs; and (ii)failed to implement and maintain adequate internal controls to detect orprev^t the
foregoing monopolistic practices and ensure compliance with applicable rules and regulations.
NewsCoip paid defendantCareythe following compensation as an executive:
Change in
Rseal Year 2012 2011
2010
Salary
Bonus
$4,050.0)0 $4,050,000
$8,100,000
$8,340,000
Stock Awards $8,771,717
Pension Value
Aii Other Comoensatlon
Totai
$3,514,000
$10,000,000
S15.000.QOO
$15243.303
-
$788,000
$2,908,000
$81,766 $69,182
$3Z482
$24.757>I83
$30,150,485
$26,038,482
And as a director
Chanse in Pension
Fiscal Year 2Q07
Value
Total S961.000
S861.000
Defendant Carey is a citizen ofConnecticut
IS.
Defendant David F. DeVoe ("DeVoe") is News Coip's Chief Financial OfiScer
("CFO") anda directorandhasbeensince 1990 anda SeniorExecutive VicePresident andhasbeen

since 1996. Defendant DeVoe was also a News America Senior Executive Vice President fiom
1998 to at least Sq>tember 2012 CFO from at leastMay2007 to at leastNovember 2012, and a
directorfrom 1991 to at least November2012. DefendantDeVoe knowmgly, recklessly, or with
gross negligence: (i) caused or allowed News Coipandits subsidiaries to engage in illicit business practices which included monopolistic activities in themarket for in-store promotion services and
FSIs; and(ii)failed to implement andmaintain adequate intemal controls to detect orprevent the
News Coip paiddefendant DeVoe diefollowing compensation as an executive:
Mon<E4tt^
PIseal Ytar
2012
Cinn9*In
AOOthir Comsunatlan $168j018 S2112W
sfiaijpoo
Ktndttrof
Gfantid
_Sataiv.
Botttii
Other Amiaa] ComstRsatlon Stack Awsnit
Option
Awardt
.
tneistfvtPIsn CemMtnaten
.
TmI
IMimM
2011
2010
.
1 S9.S11.444 1
8r.804
S165.I2B
.
.
1 18.B69.702 1
2007
S154^40
. .
5790JOQO
0
S212.6D3 S1513t3 saeoo S&3S0

saiso
imim
1112.7422251
Defendant DeVoe is a citizen ofNew York.
16.
Defendant J. Murdoch is News Corp's Deputy COO. Defendant J. Murdodi is also
niairmfln and CEO ofNews International and has been since March 2011 and a director and has
beensince December 2007. Defendant J. Murdoch was also News Coip's Chairman and Chief
Executive, Europe and Asia from December 2007 toMarch 2011 and anExecutive Vice President
and a director from 2000 to 2003. Defendant!. Murdoch is the son ofdefendantR. Murdoch and the
brother of defendant L. Murdoch. Defendant J. Murdoch knowingly, recklessly, or mth gross
negligence: (i) caused or allowed News Coip and its subsidiaries to engage in illicit business
practices whichincluded monopolistic activities intiie market for in-store promotion services and FSIs; and (ii) failed to implement andmaintain adequate internal controls to detect or prevent the
News Corppaiddefendant J. Murdoch the following compensation as an executive:
Non-BqutQr
Piseal Ywr
2012 2011
Chang* In
Pension
Salary
S3.000.GOO
Bonus
Stock Awaids
$5.263.021
fneanthre Plan Compensatton

. .
Valuo $3,262,000 $379,000
Another ComMnsation $313,051 $224,664
Total
$5,000,000
$16m072
S3.O0O.QOO
$6.OTO.OOO
2010 2009
2008
$3,192,671
$3,147,236 $1,895,200
$8!317!811
$2.491J09
$2,184,400
$2,717,500 $3,572,917
$1,454,000
$167.000
$181,593 $219,536
$54,175
"itoSiSioT
$17,128,692
Defendant Murdoch is a citizen ofNew York.
17.
Defendant JoelLKlein("Klein") isNewsCorp's ExecutiveVicePresident, Office of
the Chairman and a director has been since January 2011. Defendant Klein is also the CEO of
Amplify, News Corp's education division andhasbeen sinceJanuary 2011. Priortojoining News
Corp, defendant Klein rantheDOJ's antitrust division andtherefore should have been particularly
sensitive to the misconductdiscussedherein. DefendantKleinknowingly, recklessly, or withgross
negligence: (i) caused or allowed News Coip and its subsidiaries to engage in illicit business
practices which included monopolistic activities inthe market forin-store promotion services and
FSIs; and(ii) failed to implement andmamtain adequate internal controls to detect orprevent the
NewsCoip paid defendant Klein the following compensation as a director.
Filed 06/07/13 Page 10 of 48
Another
Fiscal Year
Stock Awards
Comoensation
Total
S4.512.341 S3.QOO.OOO
2012
S1.012^1
-
$3,500,000
S3.000.000
2011
Defendant Klein is a citizen ofNew York.
18.
Defendant Roderick L Eddington ("Eddington") is NewsCoip'sLead Director and
has been since 2006 and a director and has been since 1999. DefendantEddington is also Chairman
ofNews Corp's Audit Committee and has been sinceJune2004. DefendantEddingtonknowinglyor
recklessly: (i)allowed News Coip and itssubsidiaries toengage in illicit business practices which
included monopolistic activities in the market for in-store promotion services andFSIs; and (ii)
i^led to implement and maintain adequate internal controls to detect or prevent the foregoing
monopolistic practices and ensure compliance withapplicable rulesand regulations. News Coip paiddefendant Eddington the following compensation as a director
Fees Paid in Cash
Fiscal Year
2012
Stock Awards
8140.000
Ootloti Awards
_
Total $294,000
$284,000
S1S4.0Q0
S154.000
2011 2010
$130,000
2000
2008
$154,000 S154.0Q0
S144.0Q0
S135.000 S235.000
$120,000
.
$274,000 $154,000
$144,000
2007 2006
2005 2004
$123,142 $85,000
$1,943
$260,085
$320,000
-
S116.000 S137.000
$40,000
-
$156,000
$143,000
$6.OD0
DefendantEddington is a cithsen of Australia.
19.
Defendant Peter L. Barnes ("Bames") is a News Coip director andhas been since
2004. Defendant Barnes isalsoamemberofNewsCorp's AuditCommittee andhashes since June
2004. Defendant Barnes knowingly or recklessly: (i) allowed News Coip andits subsidiaries to engage inillicit business practices which included monopolistic activities inthemaricet for in-store
promotion services and FSIs; and 0i)failed toimplementand maintainadequate internal controlsto
Filed 06/07/13 Page 11 of 48
detector preventthe foregoingmonopolistic practicesand ensurecompliancewithapplicable rules

and regulations. News Coip paid defendant Bames the following compensation as a director:
Fteeal Year
Change in
Fees Paid in Ca8ti
S123.639 Stock Awards
Pension Value
Total
$263,639
2012
2011
$140,000
$130,000
S11&000
$246,000
2010 2009 2008

2007
$116,000
$120,000
-
$116,000
$108,000
$100,000
$236,000 $116,000
$111,315
$5^15
$118,145
$218,145
$165,000
2006 2005 2004
$100,000
$65,000
$100,000 S29.000
$40,000
-
$2,000
$140,000 $31,000
Defendant Bams is a citizen ofAustralia.
20.
DefendantViet DinhC'Dinh") is aNews CorpdirectorandhasbeensinceApril2004.
Defendant Dinh is also a member of News Coip*s Audit Committee and has been since at least
Septemb^ 2012. Defendant Dinh knowingly or recklessly: (i) allowed News Coip and its
subsidiaries to engage in illicit business practices which included monopolistic activities in the marketfor in-stoiepromotion servicesandFSIs;and (ii)fidledto implementand maintain adequate
internal controls to detect or prevent theforegoing monopolistic practices andensure compliance with applicable rules andregulations. News Corp paiddefendantDinhthefollowing compensation
as a director
Fiscal Year
2012
Fees Paid tn Cash $141,472 $138,000
Stoek Awards
Total $281,472
$140,000
2011 2010
$130,000
2009
$138,000 $138,000
$126,861
$120,000
-
$26Bi)00 nsBjtxo
2008
$5315
$138.Q( $132,278
$228,145
2007
2008
$110,000 $110,000
$118,145
$85,000
2005 2004
$38,000 $26,000
$401100
-
$136iK)0 $26,000
Defendant Dinh is a citizen of District ofColumbia.
Filed 06/07/13 Page 12 of 48
21.
Defendant L.Murdoch isaNewsCorp director and has been since 1996. Defendant
L. Murdochwas also an advisorto NewsCorpfromAugust2005 to 2007; DeputyCOOfrom2000

to August 2005; and Senior Executive Vice President from 1999 to 2000. Defendant L. Murdoch
has smed in variousodier capacities sincejoiningNews Corp in 1994,including as Publisher of

The New York Post Defendant L. Murdoch is the son ofdefendant R. Murdodi and the brother of
defendantJ. Murdoch. DefendantL. Murdochknowingly or recklessly:(i) allowedNewsCorpand its subsidiaries to engage in illicit business practiceswhich included monopolistic activities in the
marketfor in-store promotion services andFSIs;and(ii)frdled to implement andmaintain adequate internal controls to detect or preventthe foregoing monopolistic practices and eosmo compliance
with applicable rules and regulations. News Coip paid defendant L. Murdoch the following
compensation as a director:
Flaeal Year 2012 2011 2010 2009

2008
Option
Fees Paid tn Cash Sleek Awards S14Q.fl00
Awards
Change In
Pension Value S2.420.000 $274,000
Another
CoraDentation
Total
S100.000
S10D.00D
S130JIQ0
SS04.000
SIOOJOOO $100,000
S90.0D0
S120.000
.
$1,571,000 $231,000
S48J30
$138J0
$1,383,138
2007
S8S.(H
469^73
S3S8.825
$422,000
$29,838
m
$70,833
$141,888
And as an executive:
Numlierof
Fiscal
An OUier
Options
Granted
Total
Year
Salary
Bonus
Compensation $6,300
S6.15D
mimimmikLLMiiiM
Defendant Murdoch is a citizen of Australia.
22.
DefendantJose MariaAznar("Aznar") is aNews Coip directorand has beensince
June2006. DefendantAznarknowingly orrecklessly: (i)allowed NewsCorpanditssubsidiaries to
^gage inillicit business practices which included monopolistic activities indiemarket forin-store
Filed 06/07/13 Page 13 of 48
promotion services andFSIs; and(ii)failed to implementandmaintain adequate internal controls to

detector prevent the foregoing monopolisticpracticesand ensure complianceMdtii applicable rules
and regulations. News Coip paid defendantAznarthe following compensationas a director:
Fiscal Year 2012

2011
Fees Paid in Cash

S107.639
Stock Awards
S140.000
Total
S247.639
sioocmo
S130.000
$230,000
2010 2009
2008
2007
$100,000 $100,000
SfiO.OQO
SB5.000
$120,000 $46,161
$50,147
$102,402
$220,000 $146,161
$140,147
$187,402
Defendant Aznar is a citizen of Spain.
23.
Defendant NatalieBancroft C'Bancroft") is aNews Coip directorandhasbeensince
Dec^ber 2007. Defendant Bancroft knowingly or recklessly: (i) allowed News Corp and its
subsidiaries to engage in illicit business practices which included monopolistic activities in the
market forin-store promotionservices andFSIs; and(ii)failed to implement andmaintain adequate

with applicable rules and regulations. News Cozp paid defendant Bancroft the following
compensationas a director
Fiscal Year
2012
2011 2010
Fees Paid in Cash S107.639

S100.000
Stock Awards
Total
$140,000
$130,000
$247,639 $230,000
2009
2008
S1QD.OOD S1QO.COO
S49.500
$120,000 $90262
$44,971
$220,000 $190,262
$94,471
Defendant Bancroft is a citizen of United Kingdom.
24.
Defendant Stanley S.Shuman ("Shuman'*) isaNews Corp DirectorEmeritus and has
beensinceOctober2005. Def^dant Shumanwasalsoa NewsCorpdirectorfrom 1982 to October

2005 and a News America diiector from 1985 to at least November 2012. Defendant Shuman
Filed 06/07/13 Page 14 of 48
knowingly or recklessly: (i) allowed News Coip and its subsidiaries to engage in illicitbusiness
practices which included monopolistic activities inthemarket forin-store promotion services and
FSIs; and(ii) failed to implement andmaintain adequate intemal controls to detect or prevent the foregoing monopolistic practices and ensure compliance with applicable rules and regulations.
News Ck)ip paiddefendant Shuman the following compensation as a director:
Fiscal
Year 2012
Option
Fees Paid In Cash
Stock Awanis
S140.000
Awards
Total
S240.000
SiDO.000
S100.0QO
2011
S130.000
$230,000
2010 2009
2008 2007
$100,000 $100,000
SS0.000
$120,000 $120,000
$105,000
$220,000 $220,000
$195,000
S8S.000
$100,000
$85,000
$185jOOO $170,000
2006 2005 2004
S85.000
$85,000 $150,000
$40,000
-
$6,000
$125,000 $156.0(N)
Defendant Shuman is a citizra ofNew York.
25.
Defendant ArtiiurM. Siskind C'Siskind") is aNews Cdip DirectorEmeritus andhas
he&a since October2012andNews Coip's Senior Advisor totheChairman oftheComiKuiy andhas
beensince January 2005. Def^dant Siskind was aNews Corp directorfrom 1991 toOctober2012; News Coip's Group General Counsel from 1991 toJanuary 2005; SeniorExecutive Vice Preside
from 1996 to January 2005; and Executive Vice President from 1991 to 1996. Defîdant Siskind
was also aNews America Senior Executive Vice President from 1998 to at least November 2004;
ExecutiveVice President from 1991 to 1998;and a directorfrom 1991to 2005. DefendantSiskind
knowingly or recklessly: (i) allowed News Coip and its subsidiaries to engage in illicit business
practices which included monopolistic activities inthe madcet for in-store promotion services and
FSIs; and (ui) failed to implement and maintain adequate intemal controls to detect or prev^ the
News Corppaid defendant Siskind the following compensation as adirector:
Filed 06/07/13 Page 15 of 48
Fiscal Year
2012
Option
Fees Paid In Cash
S100.000
m
ChanQobi
Pension Value
StoekAwafds S140.a0Q
Awards
Another ComDensadtm
Total S24O.Q00
2011
2010 2009 2008

2007
$1,200X100 tismm
si.oDo.ooo S1X100.000
S1.200jDOO $1^0.000 S476.443

S1.485J072
$1,600,888
snaôfio
SI.ITOMD 3820.000
S1.340^
SI46.365
SIS0.01S
S143.977 S140Mr
SSiJmASA S3J1658S S2.340.304

S2.629.049
^^,8
S417.000
And as an executive:
Number of
Fiscal Year 2005
Safaiy
Bonus
$1,715,427
$5,000,000
Another Compensation $6,300

$6,150
Options
Granted 250.000
Total $8,721,727
Defendant Siskind is a citizen ofNew York.
26.
Defendant Peter Chemin ("Chemin") was News Coip's President, COO, and a
director from 1996 to June 2009. Defendant Chemin was also News America's Chaiiman, CEO, and
adirectorfrom 1996 to at leastFebruary 2008. Def^dant Chemin knowingly, recklessly, or with
gross negligence: (i)caused or allowed News Corp and itssubsidiaries to engage in illicitbusiness
practices which included monopolistic activities intiie market for in-store promotion services and
FSIs; and (ii)failed to implement and maintain adequate internal controls to detect orprevent the
Defendant Chemin is a dtizen of California.
27.
Defendant Kenneth E.Cowley ("Cowley") wasa NewsCoipdirectorfiom1979to
October2011. Defendant Cowley was also aNews AmericaExecutive Vice Presidentand adirector
from 1992 to 1997. Defendant Bancroft knowingly or recklessly: allowed News Coip andits
subsidiaries to engê in illicit business practices which included monopolistic activities in the marketfor in-store promotion services and FSIs; and 0i) failed toimplementandmaintain adequate
internal controls to detect or prevent theforegoing monopolistic practices and ensure compliance
Filed 06/07/13 Page 16 of 48
>\ith applicable rules and regulations. News Coip paid defendant Bancroft the following
Fiscal Year
Feea Pafd &i Cash

S107.639 S100.000
Stock Awards
S140.Q00 S130X00
Total $247,639 $230,000
2012
2011
2010
2009
2008
$100,000 S100.000
549.500
$120,000
$90,262
$44,971
$220,000
$190262
$94,471
Defendant Cowley is a citizen ofAustralia.
28.
Defendant AndrewS. B. Kni^t ("Knight") wasa NewsCoip directorfiom 1991 to
October 2012. Defendant Knight was also Chairman of News International fixim 1990 to 1995.
Defendant Knight was a member ofNews Coip's Audit Committee fix>m at least October 2003 to
October 2012. Defendant Knight knowingly or recklessly: (i) allowed News Corp and its
subsidiaries to engage in illicit business practices which mcluded monopolistic activities in the
marketfor in-store promotion services and FSIs; and (ii) failed toimplement and maintain adequate internal controls to detect or prevent die foregoing monopolistic practices and ensure compliance with ai^licable rules and regulations.
Fiscal
Yar 2012
2011
News Corp paid defendant Kni^t the following
Option
Fees Paid In Cash $143,000
$162,072 Stock Awards Awards
.
AtlCttier
Comoensatlon
Total
$140,000
$130,000
$19.2
$302,002 $292,072
2010 2009 2008

2007
$161,960 $162,141
$157,038 $148,175
$247,181
$120,000
$281,960 $162,141
$157,038
$123,142
85.000
$1,943
2006
$273,260 $332,181
2005
2004
$111,000
$170,000
$40,000
$151,000
$6,000
Defendant Knightis a citizenofUnitedKingdom.
Filed 06/07/13 Page 17 of 48
29.
DefendantThomas J. Perkins ("Perkins") was a News Gotp directorfiom 1996 to
October2011. DefendantPerkinswas alsoamemberofNewsCorp's AuditCommitteefiomat least

October2003 to October 2011. DefendantPeridnsknowinglyor recklessly:(i) allowedNewsCoip
and its subsidiaries to engê in illicit business practices whichincludedmonopolistic activities in
the market for in-store promotion services and FSIs; and (ii) failed to implement and maintain
adequate internal controls to dêct or prevent the foregoing monopolistic practices and ensure
compliance withapplicable rulesandxegulations. NewsCoxp paiddefendant Perkins thefollowing

Fiscal Year 3012
2011
Option
Fees PaM In Cash S42.S50 S138JI00
Stock Awards $43,187

$130,000
Awards
Total
$8&717
$268,000
.
2010
2009 2008 2007

2006
$138,000 $138^00
S12fi^1
$120,000
.
$258,000 $138,000
$126,961
S110.000
S210.000
$123,142
$85,000
$1,943
.
$235j085 $295^
2005 2004
S100.000
$40,000
$140m
$152,000
$146,000
$6,000
Defendant Perkins is a dtizra ofCalifornia.
30.
Thedefendants identified in1^12-17,21,25-26arereferredto hereinasthe "Officer
Defendants." Thedefendants identified inf^12,14-15,17-29 arereferred to herein asthe"Director
Defendants." The defendants identified in ^18-20, 28-29 are referred to herein as die "Audit
Committee Defendants." Collectively, tiiedefendants identified in^12-29 arereferred toherein as
the "Individual Defendants."
DUTIES OF THE INDIVIDUAL DEFENDANTS
Fidnciaiy Duties
31.
Byreason oftheir positions asofficers and directors ofthe Onnpany, each ofdie
Individual Defendants owedandoweNews Coipandits shareholders fiduciary obligationsoftrust.
Filed 06/07/13 Page 18 of 48
loyalty, goodfaith,and due care,andwereand arerequired to usetheir utmostabilityto control and

manageNews Corp in a Mr, just, honest, and equitable manner. The Individual Defendants were
andare required to act in furtherance ofthe bestinterests ofNews Coip and not in furtherance of
then:personal interest or benefit.
32.
To discharge theirduties, the officers and directors ofNews Corpwere requited to
exercise reasonable andprudent supervision overthemanagement, policies, practices, andcontrols

ofthefinancial af&irs ofthe Company. Byvirtueof suchduties, theof&cers anddirectors ofNews
Corp were requiredto, among other things:
(a)
avoid anyandallillicitbusinesspractices, includmg monopolisdcactivities in
the marketfor in-storepromotion services and FSIs;
(b)
conduct theaffairs oftheCompany in anefGcient, business-like manner in
compliance with all applicable laws, rules, and regulations soastomake itpossible toprovide the
highest quality performance ofitsbusiness, toavoid wasting the Company's assets, andtomaxhnize
the valueofthe Company's stock; and
(c)
remain informed asto how News Corp conducted itsoperations, and, upon
receipt ofnotice orinformation ofimprudent orunsound conditions orpractices, make reasonable
inquiry in connection therewitii, take steps to correct such conditions orpractices, and make such
disclosures as necessary to complywith applicable laws.
Breaches of Duties
33.
The conduct oftheIndividual Defendants complained ofherein mvolves a knowing
and culpable violation ofdieir obligations as of&cers and directors ofNews Corp, die absence of
good Mth on their part, and areckless disregard for their duties to^ Company that the Individual
Defendants were aware orreckless innotbeing aware posed a riskofserious iiûiytotheCompany.
Filed 06/07/13 Page 19 of 48
34.
TheIndividual Defendants breached theirdutyofloyaltyandgood&itiibyallowing
defendants to cause, or by themselves causing, tiieCompany to engage in monopolistic practices in themaricet forin-store promotion services andFSIs, improper practices thatwasted theCompany's
assets, andcausedNews Coip to incursubstantial damage.
35.
The Individual Defendants, because of their positions of control and authori^ as
officers and/or directors ofNewsCoip, were able toanddid, directly or indirectly, exercise control over thewrongful acts complained ofherein. The Individual Defendants also ^led to prevent the
other Individual Defendants from taking such illegal actions. As a result, and in addition to the
damage theCompany has already incurred. News Coip has expended, and will continue toexpend,
significant sums of money.
Standards of Business Conduct
36.
Sinceat least December 2003,the Company had in place its Standards ofBusiness
Conduct("SBC") which "setforth thegeneral principles thatunderliethecultureoftnistthatisatthe
heart of [News Coip] and its majority-owned business units." The SBC is applicable to the
Company's "directors, officers and employees" who "mustactaccordingtotheprinciplessetforth in
[the SBC]." Accoiding to the SBC, News Coip's officers and directors were responsible for
protecting the Company's "mostvaluable asset" ~itsreputation. Insodoing, the SBC required tiuit
News Coip's officers and directors refrain from doing "anything thatwould hanntiiatrûtation, or
thatwould otherwise bring the Company into disrepute." Underthe SBC, News Coip's officers and directors were required to"engage infair competitioninthe free maiicet, [and] obey[] all ^plicable
antitrust and competition laws inthecountries in which [tiie Company did] business."
Filed 06/07/13 Page 20 of 48
Additional l>uiies of the Audit Committee Defendants
37.
In addition to these duties, mider its Charter in effect since at least 2004, the Audit
Committee Defendants, def^dants Bames, Dinh, Eddington, Knight, and Perkins, owedspecific
duties to News Cotpto assist the Board in overseeing the Company's compliance with legal and
regulatory requirements. Moreover, theAuditCommittee's Charterprovides thatdefendants Bames,
Dinh, Eddington, Knight, and Perkins wererequired to ensurethat the Company had an adequate
systemofinternalcontrols. The AuditCommittee meteighttimes in2005; six timesin2006,2007,
and 2008; seven times in 2009; six times in 2010; eight times in 2011; and six times in 2012. On
information and belief during Audit Committee meetings, as required by the Audit Committee
Charter, defendants Bames, Dinh, Eddington, Knight, and Perkins discussed News America's
monopolistic practices andthepotential ai^trustlaws theCompany was violatingasaresulttfaa:eof.

BACKGROUND
38.
News America, one of News Corp's subsidiaries, provides two different types of
products and services to its CPG clients, in-store advertising and FSIs. The in-store advertising
market consists ofcertain products placed within grocery stores anddrugstores topromoteproducts
sold byCPOs during shopping, orat the"momentofdecision." These in-store promotions include
coupon dispenses, shelfadvertising, floor advertising, and shopping-cart advertising. The FSI
market consists of coupon booklets that are inserted in newspapers* CPGs rely on in-store
advertising and FSIs to promote their products.
THE INDIVIDUAL DEFENDANTS CAUSE NEWS AMERICA TO ENGAGE IN
ILLEGAL MONOPOLISTIC PRACTICES
39.
As described in more detail below, the Individual Defendants caused or allowed
News America to unlawfiiUy
a monopoly over themarket foradvertising and promotion
services geared toward CPGs. News Cotp acquked dominance in diis market through various
Filed 06/07/13 Page 21 of 48
wrongful acts designed to impede competition, including: (i) entering into long-term exclusive contracts with retailers; (ii) paying large economically unjustifiable cash payments to retailers to
derail competitor contracts; (iii) bimdling and predatorily pricing its in-store advertising and promotion products and services with its FSIs; (iv) hacking into competitors' computer files; (v)
dishonestly disparaging competitors' compliance rates and financial viability; and (vi) de&cmg
competitors' advertisements.
Exclusive Contracts with Retatters
40.
NewsAmericahas effectively deniedits conêtitors access to retailstoresandCPGs
by entering into long-term exclusive contracts with a majority of the retailgrocery chams in the
United States. These contracts often start with three to four year terms and tiien are routinely
extended byNewsAmericato make them exclusive forevenlonger periods. Some contracts lasta
decade or more. News America's exclusive contracts provide that the stores will not permit installation ofin-store advertising andpromotion products by any partyotherthanNews America.
Consequently, a CPG that seeks broad coverage for an in-store promotion campaign has no
alternative butto acquire its in-store advertising andpromotion products from News America.
41. News America's exclusive contracts with mqor national and iônal siq)ermarket
chains restrict competition in over 16,200 chain and high-volume supermarket stores. These
contracts represent News America's stranglehold over 82% of the supeimaricet segment of the
relevantmarket NewsAmerica alsohasexclusive contracts withmajornational andregional drug
stores. News America's exclusive contracts restrict competition and give it power over 17,100
national andregional drug stores, r^resentingover 90% of thedrug store segment oftherelevant
market.
Filed 06/07/13 Page 22 of 48
Cash Payments to Retailers
42.
NewsAmerica generated additional business fromretailchainsandgainedexclusive
contracts by offering stores cashpayments to derail competitor contracts. According to Emmel, a
former employee of the Company, News America paid drug store chain Eckerd $4.5 million to secure exclusive rig^ to place advertising in its stores. Thedealprevented rival agency Insignia
from placing adsinEckerd. According toEmmel, there wasnojustification fortheseca^payments
based onanticipated revenues fromthese placements. ThisisbecauseNewsAmmca wasunable to
place much business insideEckerd. Asfurther explained byEmmel, News Americaprovidedthese

cash payments as part of a large corporate "blocking move," to damage competitors andprevent
themfromgaining "critical mass" in the advertising market.
43.
Payment to secure an advertisement monopoly witha store was a repeat tactic at
NewsAmerica. Emmel statedthat NewsAmerica also paid Ahold$11,000-$12,000 per store to
secure exclusive placement rights and block advertisements from Insignia and Floorgr^hics.
Moreov^, News America provided Harris Teeter $150,000 over a three-year term to ensure that
Harris Teeter would not contract with a competitor.
Bundling of FSI Coupons
44.
News America used its market power in the in-store advotising and pronu)tions
market to attain a monopoly in die FSI market In particular, News America re(]uired CPGs to
purchase FSls as a condition to purchasing in-store promotions, or as a condition to avoiding

substantial penalties on the pricingof in-store promotion products.
45.
The penalties imposed upon customers ô do not purchase FSls from News
America create anunlawful tying arrangement between FSls and in-store promotions bycoercing
tiiese customers topurchase FSls fi:om News Americaonterms
are undesirableorwhichdiese
Filed 06/07/13 Page 23 of 48
customers wouldhavepreferredto obtainelsewhere on differentterms. Debza Lucidi formwSara
Lee director of business development, describes an experience she had with News America's
coercive monopolistic practices. Ms. Lucidi onceaskedNewsAmericato givehera proposaloninstoremarketing butNews Americasubmitted ajoint coupon/in-store bidinstead, andre&sedtoalt^ it. IfSara Lee declinedthe offer, the implication was that News Americawouldeithernot letthe company advertise in-storeor chargeexorbitant rates. According to Ms. Lucidi, "News America
prettymuchhadthe market captured onthat. I believe theystilldo. Wedidnt really have options."
Hacking into Competitors* Computerized Customer Lists and Marketing Materials
46.
In addition to the aggressive business practices discussed above, News America
hacked intoits comp^tors*password-protected accounts in orderto stealitscompetitors' contracts.
According toFloorgraphics, oneofNews America's onlycompetitors.News Americahacked into its
password-protected accounts at least eleven times in 2003 and 2004 to obtain Floorgraphics'
customer lists. Floorgraphics learned ofNews America's re^nsibility fortiiese security breaches
by tracing the hacking to IP addresses registered to the Company. Shortly after these hackings
occurred, certain of Floorgrsqphics' customers got out of their contracts with Floorgraphics and
entered intonewcontracts withNewsCorp. NewsAmerica has admitted thatsomeonein itsofSce
hadillicitly accessed Floorgraphics' passwordrprotected website butfailed to pinpoint theparson

responsible.
Disparaging Competitors* Compliance Rates and Financial Viability
47.
NewsAmerica furtiier gained market sharebypublishing fiilse statements tocli^ts
about itscompetitors. Inparticular. News Americadisparaged itscompetitors' compliancerates, or
placed. As part of its sales and marketing efforts. News America circulated letters toretail stores
Filed 06/07/13 Page 24 of 48
claiming Aat News America delivered compliance rates of 90-95%, \diile its competitors
Fioorgraphics andInsigniahadratesoflessthan50%and20% respectively. According to Emmel,
none of these purported compliance rates were correct News America asserted lowcompetitor
compliancerates to frustrate competitors* access to CPGs' busmess.
48.
In addition to sullying its conêtitors' reputations by misiepresentmg tiieir
con^liance rates, News America also lied to retailers by stating Hiat the Company's conqietitois
werehaving difficulty meeting contractual payments to retailers forpromotionalaccess. According to Emmel, bothFioorgraphics and Insignia's financial viabili^ were attacked on a regular basis.
Defocing Competitor Advertisements
49.
News America employees w^t so far as to physically de&ce conqêtitor
advertisements inorder destroy competition. Emmel recalls in2003 thathis siqiervisors instructed
himwhenever possible to takephotos ofripped ortornFioorgraphics advertisements andImngthem
to theretailers' attention. Emmel saidthathissiq)ervisors encouragedhimto destroy Floorgnq)hics advertisement. Emmel was aware of other News America employees vandalizing competitor
advertisements before taking photos forthe retailers.
Knowledge of News Americans Illicit Practices Reached the Highest Levds ofthe Company
50. Both defendant Carlucci,News America's CEO, and defendant R. Murdoch,News
Corp's CEO, encouraged and pursued gaining market share by destro3dng News America's
competitors. Under thedirection ofdefendant R. Murdoch, defendant Carlucci cieatedacut-throat
competitive culture atNews America and regularly instructed his sales team toengage inthe illegal
business practices discussed herein. Def^dantCarlucci was knowntoscreenmafiamovies for his
employees, and once rallied his sales team by showing a film clip firom The Untouchables inwhich
A1 Capone crushes a rival's head with a baseball bat Moreover, defendant Carlucci silenced any
Filed 06/07/13 Page 25 of 48
opposition to his management style by threatening that employees uncomfortable with ê
Company's philosophy^^bed'Wettingliberals^ ashe called themwould be^ôutplacedftomthe

compmy^^
51. Defendant R. Murdoch knew ofNews America's antitrust violations andencouraged
defendant Carlucci's aggressive management style and thebusiness practices defendant Carlucci caused News America to employ. Evidence in the litiîon between News America and its
competitors revealed thatdefendant Carlucci discussed hisplansandits success with defendant R.
Murdoch. Valassis' declining market share andstockprice, however, wasnotenoughfordefendant R. Murdoch. In a recorded speech to his sales team, defendant Carlucci explained that after discussing Valassis' problems duetohisstrategy, defendant R.Murdochtold dei^dantCarluccithat
nowhe hadto "really go after" Valassis. In particular, defendant Carlucci stated:
Yesterday [Valassis] announced their earnings would be off by 19percent forthe

nextyear. Theirstock droppedby$9,that's 26percentdueio the marketshare loss,
I trusttheywillbe coming outoftillsat full force, butfordaysit's iike winning the playoffsbeforeyou get to the worldseries. Youfeelpretty good. Andnow we want
to win the series.
Last night Mr, Murdoch wassayingnowyou have to realfygo after them,

52. Defendant Carlucci made no secret that defendant R. Murdoch was personally
instructing
to go after News America's competitors. In fact, according to the founders of
Floorgraphics, George and Richard Rebh, defendant Carlucci oncetold them, "Iwill destroyyou. I
workfora manô wantsit all, anddoesnt understand anybody tellinghim he can'thaveit all." The"man" defendant Carlucci was referring to, ofcourse, was defendant R. Murdoch.
RESULTING INVESTIGATIONS AND LITIGATION AGAINST NEWS AMERICA
53.
As a result of the above illegal anti-competitive activities. News America, News
Corp's subsidiary, has been the subject of numerous govenmient investigations and lawsuits on
Filed 06/07/13 Page 26 of 48
behalfofcompetitors andCPGs. Thelawsuits, which havealready costthe Company hundreds of

millionsofdollars in damages,include the following actions:
Floorgraphics Litigation
54.
Floorgraphics filed a lawsuit againstNews America inJuly2004 claimingthatNews
America had sabotaged Floorgn^hics' business by lying to its customers and hacking into its
computers. InMarch2009, News CoipsettledtheFloorgraphics lawsuitfor$29SniUiiott, Shortly

afterthesettlement wasdisclosed, NewsAmerica agreed to acquireFloorgraphics. A dealpricewas
not disclosed. Somepeoplehave suggested that the acquisition was part ofthe settl^nent
Insignia Litigation
55.
Insignia filed a lawsuit againstNews America inSeptember2004claimingthatNews
America violatedantitrust laws. Insignia alleged that News America engagedin a campaign to
exclude Insignia andothercompetitors from thein-store advertising market bybundling itsvarious
advertising programs to prevent Insignia from effectively competing, threatening retailers to stop
doingbusiness with News America's competitors, and offeringuneconomically largepayments to
retailers to exclude News America's competitors. News America settled insignia's lawsuit in
February 2011 for $125 mUlion.
Valassis Litigation
56.
Valassis filed a lawsuitagainstNewsAmerica in January 2006. In January 2010,
News Coip setded theValassis lawsuit. Undertheterms ofthesettlement. News Coip wasrequired
topay Valassis $500milihn. Inaddition. News Corp was issuedapermanratinjunctioniHtohibiting
the Company fromtyingand bundling FSIsand m-store promotions.
Filed 06/07/13 Page 27 of 48
IMaland Heinz Litigation
57.
Deîte the numerous nine-figure settlements providing
flags fortheIndividual
Defendants regarding the damages caused by News America's antitrust violations, tileIndividiml
Defendants did not cease News America's monopolistic practices. As a result ofNewsAmerica's
continued illidt business practices. News America isnowinvolved inlitigadon onbehalfofcertain CPOs harmed bythe Company's anti-competitive behavior, namely DialandHemz. According to
these CPGs, NewsAmerica suppressed competitive promotion ofa massive numb^ of coimimer
goods in40,000retailstores, andscores ofnewspapers nationwide, toacquireand maintainunlawful
monopolies inthein-store promotion and FSI markets attheexpense ofitspurchasers. Asaresultof

these monopolies, the Company's CPO clients had no choice but to purchase tiieir in-store
advertising andFSIs firom News America. Botii Dial andHeinz allê thatNews Americahas used this maet power to charge CPGs un^ and inflated monopoly prices for these services and
coupons. TheDial and Heinz lawsuits were filed inDecember 2012 and arecurrratly pending.
FBI and DOJ Investigations
58.
In addition to the above lawsuits, the Company was also the subject of several
investigations by tiie FBI and the DOJ. The FBI probe focused on News America's computer
hacking andtheDDI's investigation focused onNews America's numerous antitrustviolations. The

Company has not yet disclosed any developments in eitherofIhese investigations.
DAMAGES TO NEWS CORP
59.
Asdemonstrated bythechart below, theIndividual Defendants' in^prietiescaused
News Coip's subsidiaryNews Americatoviolate antitrust laws and incur substantialdamages dueto
litigation on b(dialfofNews America'scompetitors and clients:
Filed 06/07/13 Page 28 of 48
Antitrust Actions Against News Artferidî^;

Plaintiff
rTTiTT^
Plaintiff Type
Action Date 7/19/2004 3/10/2009
Settlement Amount
Floorgraphics Insignia
Valassis
Dial
Competitor Competitor Competitor

Client
Client
9/23/2004
1/18/2006 12/21/2012
2/9/2011
1/30/2010
$29,500,000 $125,000,000 $600,000,000
Heinz
12/27/2012
Current Total
$654,500,000
60.
As a direct and proximateresultof the Individual Defendants* actions.NewsCorphas
expended and will continue to expend significant sums ofmoney. Such expenditures include, but
are not limited to:
(a)
costs incurred in investigatingand defending News Corp and certainofficers
and directors in the lawsuits brought on behalf of News America's competitors Floorgraphics,
Insignia, and Valassis, and the hundreds of millions of dollars spent on settling these lawsuits;
(b)
costs incurred from purportedly acquiring Floorgraphics as part of the
Company's settlement;
(c)
costs incurred in investigating anddefendingNews Corpandcertain officers
and directors in the lawsuits brought on behalf of News America's clients, Dial and Heinz, and potentially hxmdreds of millions of dollars in setdements or to satisfy adverse judgments;
(d)
costs incurred from responding to U.S. federal agencies' investigations,
including those initiated by the FBI and the DOJ; and
(e)
costs incurred from compensation and benefits paid to the defendants who
have breached their duties to News Corp.
61.
Moreover, these actions have irreparablydamaged News Corp'scorporate imageand
goodwill. In particular, News Corp's reputation and/or relationship with its CPG clients has been
harmed, which may adversely affect the Company's future business.
Filed 06/07/13 Page 29 of 48
DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS
62.
Plaintiffbringsthis actionderivatively in the right and for the benefitofNews Coip
to redress injuries suffered, and to be suffered, by News Corp as a directresult of breaches of
fiduciary duty, wasteofcoiporate assets, andunjustenrichmentbytheIndividual Defendants. News

Corp is named as a nominal defendant solely in a derivative capacity. Thisis nota collusive action
to confo:jurisdiction on this Court tiiat it would not otherwisehave.
63.
and prosecuting its rights.
64.
Plaintiffwas a shareholder ofNews Corpat the timeofthe continuing wrongdoing
complained of, has continuously been a shareholder since tiiat time, andis a current News Corp
shareholder.
65.
The current Board ofNews Corp consists of the following sixteen individuals:
defendants R. Murdoch, Carey, DeVoe, J. Murdoch, Klein, Eddington, Shuman, Siskind, L.

Murdoch, Barnes, Dinh, Aznar, and Bancroft, and non-defendants ElaineL. Chao("Chao"), James
W. Breyer, and Alvaro Uribe. Plaintiff has notmade any demand on the Board because such a
demandwould be a futile and useless act, particularly for tiie reasons stated below.
Demand Is Excused Because the Director Defendants* Conduct Is Not a Valid Exercise of
Business Judgment
66.
The DirectorDefendants'challengedmisconductatlheheartofthiscaseisnotavalid
ex^cise of business judgment Defendants R. Murdoch, Car^, DeVoe, J. Murdoch, Klein, Eddington, Shuman, Siskind, L. Murdoch, Barnes, Dinh, Aznar, andBancroft knew or recklessly
disregarded thatNews America engaged in improper monopolistic practices thatviolated fedml
laws and regulations. Illegal business practices are nota legally protected business diedsion and
such conduct can in no way be considered a valid exercise of business judgment Also, at a
Filed 06/07/13 Page 30 of 48
miniiniim, defendants R. Murdoch, Carey, DeVoe, J. Murdoch, Klein, Eddington, Shuman, Siskind,
L. Murdoch, Barnes, Dinh, Aznar, and Bancroft violated their duty of care in allowing News
Americato pursueitsmonopolistic activities inthemarket forin-store promotionsovicesandFSIs.

Decisions made without due care are also not considered a valid exercise of businessjudgmmt
Accordmgly, demand is excused.
DemandIs Excused Becausea Majority of the CarrotBoard Face a Substantial likelihood of

Liability for Their Misconduct
67.
Demand is futile as to defendant R. Murdoch because he knowingly, recklessly, or
withgross negligence authorized theuseof illicit busmess practices byNews Corpus subsidiaries to obtain a monopoly in the in-store promotion and FSl markets. Thesepractices spanned close to a
decade, and continue to harmthe Company dueto p^ding lawsuits and investigations. Moreover, despite thenumerous red flags provided bythe Company's nearly$655millionwordiofsettlements
with competitors, News America still has not ceased its monopolistic practices. As the CEO,
Chairman, andcontroUing shareholder of News Corp, defendant R. Murdoch was reônsiblefor
managing thebusiness operations oftheCompany, andapprising himselfofthematerial events of

News Corp andits subsidiaries. Defendant R. Murdoch knew of andencouraged News America's
illegal anti-comp^tive activities. Accordingly,defendantR. Murdochbreachedhisfkiuciaryduties

and faces a substantial likelihoodofliability. Demand is futileas to defendant R. Murdoch.
68. Defendants R. Murdoch, Carey, DeVoe, J. Murdoch, Klem, Eddington, Shuman,
Siskind, L.Murdoch, Barnes, Dinh, Aznar, andBancroftbreached theirfiduciary duty ofloyaltyby
allowing theCompany and itssubsidiaries to engage in unlawful business practices, and failing to implement and mflintaiti an adequate system of internal controls to prevent the foregoing illicit
practices. TheBoard's conduct was especially egregious because evenwhen thewidespread nature
ofNews America's monopolistic practices was revealed, it failed totaketimely corrective measures
Filed 06/07/13 Page 31 of 48
to holdthoseresponsible accountable fortheiractions, andcall for anindependentinvestigationinto thematter. Moreover, despitethenumerous redflagsprovidedby the Companyscostlysettlements
with competitors,defendantsR. Murdoch,Carey,DeVoe, J. Murdoch,Klein, Eddington, Shuman,
Siskind, L. Murdoch, Barnes, Dinh, Aznar, and Bancroft have not ceased News America's
monopolistic practices. Asa result, the Company's imageandreputation has beendevastated, andit
faces amyriad ofgovîmient investigations andlawsuits on behalfofitsCPGclients. Accordingly, defendants R. Murdoch, Carey, DeVoe, J. Murdoch, Klein, Eddington, Shuman, Siskind, L.
Murdoch,Barnes, Dinh, Aznar, and Bancroftbreachedtheir fiduciary duties, and face asubstantial likelihoodofliability. Demand upon them is futile.
69. Defendants R. Murdoch, Carey, DeVoe, J. Murdodi, Klein, Eddington, Shuman,
Siskind, L. Murdoch, Bames, Dinh, Aznar, and Bancroft, as members ofthe Board, were and are
subjectto the SBC. The SBC went well beyondthe basic fiduciary duties required by ^plicable
laws,rules,and regulations. The SBCrequiredthat thesedefendantspreservethe Company's "most
valuable asset" - its rûtation. In particular, the SBC expressly required that these defendants refiain from doing "anything that would harmthat reputation, or that would otherwise bring the
Company intodisrepute." Defendants R. Murdoch, Carey,DeVoe, J. Murdoch, Klein, Eddington,
Shuman, Siskind,L. Murdoch, Bames,Dinh,Aznar, and Bancroftfailedto do this whichviolated
the SBC. Because these defendants violated the SBC and &iled to maintain the Company's
reputation, they face a substantial likelihood of liability for breaching their fiduciary duties, and
demand upon them is futile.
70.
As membersofthe AuditCommittee duringthe timeofthe wrongdoing, defendants
Bames, Dinh, andEddington hadadditional andheightened responsibility tooversee theCompany's
compliance withlegal andregulatory requirements. Moreover, the Audit Committee Defendants
Filed 06/07/13 Page 32 of 48
wereresponsible forimplementing andmaintaining anadequatesystemofinternal controlstoensure

tiieCompany's compliance withapplicable rulesandregulations. TheAuditCommittee Defendants
breached their fiduciary duties of loyalty and good ^th because they knowingly and recklessly
^led to ensure such internal controls were in place as demonstrated by the illicit monopolistic
practices that occurred under their watch. Thus, defendants Barnes, Dinh, and Eddington&ce a
substantial likelihood of liability for their breachof fiduciary duties so any demand uponthemis
fiitile.
Demand Is Excused Because a Majority of the Current Board Lacks Independence
71.
Defendant R. Murdoch, as founder, controlling shareholder, CEO, and Chairman,
dictates the affairsand operations of News Corp. The Company is only one of for^-four in the
Standard & Poor's 500that dividestockintotwo classes, only one of^ch has votingpower. Asof
April29,2013, defendantR. Murdochcontrolledapproximately38.4% ofdie voting ClassB stock.
In comparison, the secondlargestownerofNewsCorpvotingstockmerelyowns7%ofthe Class B

stock, and has no representation on the Board. As such, defendant R. Murdoch has secured a stranglehold on the Company's a&irs, andthose fiduciaries who are duty-boundto cany outNews
Corp's business operations.
72.
The Board has continuouslyand unwaveringlysubmittedto the wishesofdefendant
R. Murdoch, and extended him and his fiamily members every privilege at the expense of the
Company. For instance, at the behestof defendant R. Murdoch, the Company andits predecessor
entities have c^pointed both his sons to executive and directorial positions wi^ the Company
notwithstanding tiieir individual qualifications or the propriety of such placements. In i^t, defendant J. Murdoch was brought into "the fold" at News Corp in 1996 when def^dant
Murdoch causedthe Companyto piuchasean 80%stakeindefendantJ. Murdoch's undeiperfomiing
Filed 06/07/13 Page 33 of 48
start-up company, Rawkus l^tertainm^t Similarly, theCompany consummated a^dely-criticized

$674million deal to acquire Shine Group("Shine")} a productioncompany foundedand majorityowned by defendant R. Murdoch's daughter,Elisabeth Murdoch C'E.Murdoch"), in order to bring
her into the fold of the Company. Pursuant to the acquisition of Shine, defendant R. Murdoch
promised E. Murdoch a seat on die Board. According to an article by The Wall StreetJournal, "A
person briefedon News Coip's thinkingsaid seniorNews Cofp managershave long consid:ed an
acquisition of Shine an 'inevitable' way to bring Ms. Murdoch to the company." In addition, defendant R. Murdochcausedthe Boardto employhis wife,WendiMurdoch, to "provide strategic
advice" for the development ofMySpace in China before the Company eventually sold the asset
And previously, defendant R. Murdoch had his ex-wife appointed to the Board in 1990despitethe
factthather onlypriorrelevantexperience wasas ajuniornewsreporter. Whenthecouple divorced

nine years later, defendant R. Murdoch,again, flexedhis muscle over die othrardirectors, andsingly
kickedher offthe Board. Most recently,the Boardapprovedapay raise for defendantR. Murdoch
in connection with theint^ded split of theNews Corp businesses.^

73. It is well-documented that the Board serves at the \\diim ofdefendant R.MurdodL In
an article The New York Times published on July 18, 2011, a member of the Board of
GovemanceMetrics International andfounder ofthe CoiporateLibrary, a corporate governance firm,
labeled News Coip's Board as ultimate crony boards* Hie same corporate watchdog group
gavetheNewsCotp Boardan "F"forgovernance "ineverycategory," and evenproclaimed thatthe
^News Corp is planning to splitintotwocompanies. Onecompany willopiate asanewâperand bookpublisher and will retainthe NewsCorpname. Theotherwill be an entertainment company, called21stCenturyFox. NewsCorpplansto hold a specialmeetingofits shar^lders onJune 11, 2013, and expectsthe deal to be completed in mid-2013.
Filed 06/07/13 Page 34 of 48
Board
Just a dysfunctionalboard, Ifs a nonfunctional board" As The New YorkTimes
recently noted, **[tjhe board of[News CkftpJ ndghi as wellbe named 'Friends ofRtêrL ^
74. Investors have even coined the term, the "Murdoch discount," to value News Corp
stock. The Murdochdiscount takes into account defendant R. Murdoch's unfettered penchant for indulging in his personal interests to expand his mediaempireby enteringintodiltitive transactions
rubherstampedby the Board notwithstandingshareholdervalue. News Corp's recent transactions
validate die Murdoch discount Forinstance,in2007, NewsCorpacquired DowJonesfor$5billion
which represented a staggering 70%prûm to DowJones' profits. Itwasno secretdiatthewidely

criticized Dow Jones purchase was primarily consummated to satisfy defendant R. Murdoch's appetitefor ownership of The Wall Street Journal,which he sought to use to further his personal
political agenda. Only two yearslater,the Company was forcedto writedown $2.8billion ofthe
valueofDow Jones, comprising nearlyhalf ofthe acquisition price it paid.
75.
Unsurprisingly, theBoardhaspledged unwavering supportfordefendantR.Murdoch
andseniormanagementdespite thesignificantdamages NewsAmerica's monopolisticpractices have
caused theCompany to endure. TheBoard fsdled todemand aninvestigation into orresignation of

defendant Carlucci, the main culprit behind News America's illegal business practices, in fear of
upsetting defendant R. Murdoch, who shares a close relationship with defendant Carlucci and
personally encouraged defendant Carlucci's aggressive management style. As such,the Board has provenit is incapable of rendering independent judgmentand will not act independentiy because
they are beholden to defendant R. Murdoch. 76. Defendants J. Murdoch and L. Murdoch, as the sons ofdefendantR. Murdoch,share
a close familial relationship withtheirfather thatprevents themfi:om exercising anyindependentor
disinterestedjudgment asto a demand to pursue litigationagainst hinL DefendantR.Murdodi was
Filed 06/07/13 Page 35 of 48
single-handedly responsible for bringing defendants J. Murdoch and L. Murdoch into Ihe &mily
business, and q)pointing them to major operational positions within News Corp. Indeed, both
defendants J. Murdoch and L. Murdoch are beholden to their &ther for the lucrative compensations
they receive from their positionswith the Company. Becausethey owe their entirelivelihood to
their Mier, defendants J. Murdoch and L. Murdoch would not dare ctoss defetidantR. Murdochand
risk beingostracizedpersonally and professionallyfrom the good graces oftheir Mier. Moimver,
as brothers that sharebotha personal and professional relationship, de^dants J. Murdoch andL. Murdoch sharea closekinship thatprevents eachofthemfrom independently evaluating a demand
to bring litigation against the other. Accordingly, defendants J. Murdoch and R. Murdodi are
hopelessly conflicted andunable to render impartial judgment to anylitigationdemand. Demand

upon them is futile.
77.
Defendant Carey is neitherind^ndentnordisinterested Asdefendant R.Murdoch's
hand-selected Presidentand COO,defendant Careyreceivesan annualsalaryofover$8.3million,
notincluding hisodierremunerations which brings histotalexecutive compensationto a vdiopping $24.7 million. Defendant Carey's relationship withdefendant R. Murdoch extends backto 1988 when he fust joined the Company, and the multiple roles he servedwith News Corp, and other
entitiesaffiliatedwith defendant R. Murdochincluding SkyDeutschlandAO,DirecTV, andBSlgrB.
Defendant R. Murdoch has, himself, acknowledged that defendant Carey has been "one of [bis]
closest advisers and friends for years." Because defendant Carey shares a close persona! and
professional relationship withdefendant R.Murdoch, andis beholden to defendant R.Murdoch for

his livelihood, defendant Carey cannot impartially evaluate any potential demand to institute
litigationagamst him. Demandis futile as to defendantCarey.
Filed 06/07/13 Page 36 of 48
78.
Defendants DeVoeand Siskindare similarlybeholdento R. Murdoch due to their
positions and principaloccupations in entitiescontrolled by defendantR. MurdocL Defendants

DeVoeand Siskindhave servedon the Boardand as executives at News Coip for overtwenty years
andhave beenwellcompensated during theirtenure. Since 2007, defendant DeVoe enjoyed a base
salary of approximately $2.9 million, and in 2011 alone^ defendant DeVoe's total executive
compensation was approximately $1S.2 million, which included a bonusof $5 million. In 2005
alone, defendant Siskind amassed over $6.7 million in executive compensation, and over $3.7
million in director compensation. Defendants DeVoe and Siskind also bothhavesonsthatobtain

great pecuniary gainthrough theirrelationship withNewsCorp. DefendantDeVoe's son^ David F.
DeVoe, Jr., is the Dq>uty CFO and Executive Vice Presidentof Fox l^rtainment Groxq), Inc.,
which is a subsidiary of News Corp. Defendant Siskind's son, Kenneth M. Siskind, is a Managing
Director of Allen & Company LLC ("Allen & Company"), an investment bank that provided
investment adviceto the Company during fiscal year2009. For its services Allen& Company was
paidapproximately $17.5million. Accordingly, because oftheirrespective lucrativeconqiensation,
extensive;
financially beneficial relationships withNew Corp, defendants DeVoe andSiskind cannotexercise

independent or disinterestedjudgment asto anydemand to institute litigation against defendant R.
Murdoch. Demand upon them is futile.
79.
DefendantKleinis notindependent or disinterested. DefendantKlein^s compensation
exceeds $4.5millionannually. Def^dant Kllein's compensationandlivelihood isinextricablytied to
his position withthe Company as it represents hisprincipal source of income. He is beholden to

defendant R. Murdoch for his continued employment and substantial remunerations, and is
hopelessly conflicted andincapable ofexercising independent anddisinterestedjudgmentasto any
Filed 06/07/13 Page 37 of 48
demand to bring litigation against those responsible for hisprimary source of income. Demand is
futile upon defendant Klein.
80.
Defendant Eddington is not independent or dismterested. In addition to thenearly
$300,000 incompensation hereceives annually forhisservices as a director oftheBoaid, defendant

Eddington is theNon-Executive Chairman of JPMorgan Chase & Co.("J.P.Morgan") inAustralia
andNewZealand, andpossesses conflicts thatarise from J.P.MoiganVsignificantbusiness dealings
with News Coip. For instance, with rârd to the Shme transaction, J.P. Morgan served as the
financial advisor to Shme, which was majority-owned by defendant R. Murdoch's daughter, E.
Murdoch. Further, a J.P.Morgan affiliate actedastiiefinancial adviserto NewsCorp initsrecently withdrawn bid to acquire BSkyB, which would have been the largest acquisition ever for the
Company. In February 2011, J.P. Morgan was also retained to serve as the solebook-runner for
News America's $2.5 billion debt of^^g.
81.
Defendant Eddingtonhasalso served ontheBoards ofNewsCoip's subsidiaries and
entities majority owned by the Company. Heserved as a Director ofNews Limited, News Coip's
principal subsidiary inAustralia, from 1998 until 2000. Defendant Eddington was theChairman of
Ansett Holdings Limited and a Director ofAnsett Australia Limited and Ansett AustraliaHoldings
Limitedfrom 1997until 2000. Ansett Australiawas an asset ofNews Coip until 2000,and it was a
wholly owned subsidiary of Ansett Holdings Limited, which was equally ovmed by Air New
Zealand and News Corp. As such, because of defendant Eddington's significant director compensation and extensive professional relationship with defendant R. Murdoch, he cannot
possibly evaluate independently and in a disinterested manner any pot^tlal demand to institute
litigation against defendant R. Murdoch. Demand is futile as to defendant Eddington.
Filed 06/07/13 Page 38 of 48
82.
Defendant Bancrofthas been adiiector since2007, and hasreceivednearly$500,000
incompensation forherroleon the Boaidinthelasttwoyears. According to theCompany proxies,
defendant Bancroft is a professional balletdancer andanaspiring operasinger. Inconjunction witii

thesaleofthe Bancroftfamily-owned DowJonestoNewsCorp in 2007, theBanmftfemily sou^
representation on the Board DefendantR.Murdoch hand-picked defîdantBancroft, vidio wasonly twenty-seven years old at the time and had no journalismor business e}q>erience, to appease the Bancroft family and ensure that the new appointee would not challenge defendant R. Murdoch's
control of the Board. Reportedly, defendant R. Murdoch "sin^>ly handed the job to Natalie
[Bancroft]" without interviewing any of the other Bancroft fiunil/s nominees for the position.
Accordingly, because defendant Bancroft is beholden to defendant R. Murdoch forherposition on

the Boardand the compensation received thereof, ê cannotimpartially evaluateany demand to institute litigation against defendant R. Murdoch. Further, defendant Bancroft's relative lack of business experience renders it unlikely that she will challenge defendant R. Murdoch's autonomy
overthe Board and objectively consider a litigation demand. Therefore, demand is fUtile upon
def^dant Bancroft.
83.
DefendantAznaris a long-time friend ofdefendantR. Murdochandth^ had been
friends forseveral years before defendant R. Murdoch brought defendant Aznar into theBoard in
2006. Indeed,defendantR. Murdochevenattendedthe weddingofdefendantAznafs daughter in
2002. Prior to his Board membership, defendant Aznar also provided consulting services for
defendant R. Murdoch. As a Boardmember, defendantAznarh^ receivednearly$1.2bUlion since
2007 incompensation andstockawards. Assuch, defendant Aznarcannot evaluate anydemand to bring litigationagainst defendant R.Miurdoch inan indqiendentanddisinterested&shion. Demand
is futile upon defendant Aznar.
Filed 06/07/13 Page 39 of 48
84.
Defendant Dinh also shares a close and personal relationship ^th the Murdoch
family that extends beyond defendant Dinh's service on the Board. Defendants Dinh and L.
Murdoch have forged a tight-knit fdendship since they met in June 2003 at the Asp^ Institute
conference on journalism and homeland security. However, defendant Dinh's ties to the Murdoch
family extend ahnost two decades to 1992, when one of defendant R. Murdoch's enteiprises, the
South China Morning Post, helped defendantDinh &eehis sister fiom a Hong Kong refugeecamp. In feet, defendant Dinh has traveled to Australia for defendant L. Murdoch*s wedding, and is the
god&ther ofdefendant L. Murdoch's child. As a Boardmembersince 2004^ defendant Dinhhas

received over a billion dollars in compensation. Because of defendant Dinh's close personal
relationship with die Murdoch family, the Murdochs' assistance in fieeing defendant Dinh'ssist^ from a refugee camp, and the material compensation defendant Dinh receives as a Company
director,
his sons in an independent and disinterested manner. Demand is futile as to defendant Dinh.
85.
Similarly, defendant Dinh shares a personal and professional relationship with
defendant Perkins that arises from defendant Dinh's lâl representation of defendant P^jdns in
2006in connection with a scandal at theHewlett-Packard Company ("Hewlett-Packard") involving
itsillegal-accessing ofdirectors' phone records. According tomediareports, defendants Pylonsand

Dinh met at a June 2006 dinner welcoming dien Spanish President defîdant Anzar to the News
Corp Board. Accoiding to defendant Dinh, "[b]etween drinks and glimpses at a World Cup
match.. .Mr. Perkins asked me for advice on a confidential matter." Defendants Dinh and Perkins
also discussed the Hewlett-Packard scandal "laterthat night and on the plane the nextday.... Mr.
Perkins asked [Dinh] to serve as his counsel, and [defendant Dinh] agreed." Their personal and
professional relationship serving on News Coip's Board and their attorney-client relationship
Filed 06/07/13 Page 40 of 48
prevents them fim actingindependently ofanother. Demand is ditile as to defendant Perkins and
Dmh.
86.
Non-defendantChao lacks the independence to vigorouslyprosecutethewrongdoing
alleged herein because she is beholden to defendants Carlucci, DeVoe, Siskind, R. Murdoch,
Chemm, and Car^ who have supported her husband Senator Mitch McGonnell's political career
since 2005. The chart below lists the donations that defendants Carlucci, DeVoe, Siskind, R.
Murdoch, Chemin, and Carey contributed to Senator McConnell:

CONTRIBUTION!STODEFEN PANT CHAD'S HUSBAND. MITCH MCCON MEa
Contributor
Date
Recinlent
Mitch McConnell Mitch McConnell
Mitch McConnell
Donation $1,000 $1,000
Carlucd. PaulV.
6/15/2005
DeVoe. David
Siskind. Arthur Murdoch. Rupert
Murdoch. Wendi
6/15/2005 6/20/2005 6/20/2005

6/30/2005
$1,000
$2,000
$2,000
Mitch McConnell
Mitch McConneil
Chemin. Peter
Murdoch. Rupert
8/4/2008
8/4/2008
Mitch McConneil
Mitch McConnell
Mitch McConnell
$1,000
^.300
$2,300
Murdoch. Wendl
Murdoch. Rupert
8/4/2008
11/9/2011
Mitch McConnell
$1,000
$5,000 $2,000 $2,000
TOTAL
Bluegrass Committee, McConnelPs

Murdoch. KR
9/30/2010
Leadership PAC
Bluegrass Committee. McConneli'a

Murdoch. KR
12/12/2011
12/12/2011
Leadership PAC
Bluegrass Committee, McConneil's

Carey, Charles Leadership PAC
$22,600
87.
Confirming these concems regarding defendants R. Murdoch, J. Murdoch, L.
Murdoch, Carey, DeVoe, andKlein's ability to vigorouslyprosecutetheclaims alleged herein, Ne>^
Corp hasdisclosed initsU.S. Securities andExchange Commission ("SEC") filings thatdefendants

R. Murdoch, J. Murdoch, L. Murdoch, Carey, DeVoe, and Klein are not considered independent
directors under thelisting standards oftheNASDAQ Global Market andrules promulgated bythe
SEC.
Filed 06/07/13 Page 41 of 48
88.
News Coiphas been and will continue tobeexposed to significant losses due tothe
wrongdoing complained ofherein. Deîte the Individual Defendants having knowledge of the
claimsandcausesofactionlaisedby plaintiff, the Individual DefendantsandthecurrentBoardhave
notfiled anylawsuits againstthemselves orothers who were responsible f(r thewrongfol conductto
attempt to recover for News Cotp any part of the damages News Corp suffered and will suffer
thereby. The Board's stubborn Mure to investigate, correct, and comnience legal ôn against
on the matter,demonstrates tiiatthe Boardis hopelesslyincapableofindqiendently addressmg any

legitimate demand.
89.
Plaintiff has not made any dmand on the other shareholdois of News Corp to
institute this action since such demand would be a futile and useless act for at least the following
reasons:
(a)
News Corp is a publicly held company with over 2.3 billion diares
outstandingas ofMay 6,2013, and thousands ofshareholders;
(b)
making demand on sudi a number of shareholders would beimpoîble for
plaintiffwho hasnowayoffindmg outthenames, addresses, orphonenumbers ofsto^ld^ and (c) making demand onallshareholders would force plaintiffto incur excessive
exgeasos, assuming all shareholders couldbe individually identified.

COUNTI
For Breach of Fiduciary Duty Against the Individual Defendants
90.
Plaintiffincorporates byreference and realleges eadi andevery allegationcontained
above, as though fully set forth herein.
Filed 06/07/13 Page 42 of 48
91.
The Individual Defendants owed and owe News Goip fiduciary obligations. By
reason of their fiduciary relationships, the Individual Defâidants owed and owe News Coip the
highest obligation ofgood faith, fair dealing, loyalty, and due care.
92. The Individual Def<mdants and each ofthem, violated and breached their fidudary
duties ofcandor, goodfaith, andloyalty. Morespecifically, the Individual De&idants violatedtiieir

dutyofgood&ithby creatingaculture oflawlessness withinNewsCorp,and/orcoi^ciouslyMing
to preventthe Company firom engaging in the unlawful acts complained ofhmin.
93. The Of&cer Defendants breachedtheir duty ofloyalty by knowingly, recklesdy, or
with gross negligence causing and/or allowing theCompany anditssubsidiaries toengage inillicit
busmess practices which included monopolistic activities in the nuurket for in-store promotion
services andFSIs. Moreover, defendants R. Murdoch, Cariucci, Carey,DeVoe,J. Murdoch, Klein,
L. Murdoch, Siskind,and Chemin failed to implementand maintain adequate internal controls to
detect orprevent theforegoing monopolistic practices andensure compliance withapplicable rules

and regulations.
94.
The Director Defendants breached theirdutyofloyaltyby knowingly or recklessly
allowing the Company and its subsidiaries to engage in illicitbusiness practices which included
monopolistic activities inthemarket for in-store promotionservices andFSIs. Moreov^, defendants

R. Murdoch, Carlucci, Carey, DeVoe, J. Murdoch, Klein, Eddington, Barnes, Dinh, L. Murdoch, Aznar, Bancroft, Chemin, Cowley, Shuman, Knight, Sisldnd, andPerkins uledto implement and
maintain adequate internal controls to detect or prevent the foregoing monopolistic practices and
ensurecompliancewith applicablerules and regulations.
95. The Audit Committee Defendants,Barnes, Dinh, Eddington, Knight, and Perkins,
breached their fiduciary duty of loyalty by knowingly or recklessly overseeing and allowing the
Filed 06/07/13 Page 43 of 48
riskviolating antitrust laws. Thisconstituted a violation of theduties of the members oftheAudit

Committee under its Charter.
96.
Asa direct andproxunate result oftheIndividual Defendants' foregoing Inreaches of
fiduciary duties, the Company has suffered significant damages, as alleged herein.
97. Plaintiff on behalfofNews Corp, has no adequate remedy at law.
couNxn
Against the Individual Defendants for Waste ofCorporate Assets
98.
above,
Plaintiffincoiporates byreference andrealleges eachandevery allâtion contained
though fully set forth herein.

99.
corporate assets by forcing the Company to esqiend valuable resources in defending itselfin the numerous legal proceedings and investigations commenced, and to be conmienced, against the
Company. The Company has already paid out nearly $655 million to settle lawsuits filed by
competitorcompanies damaged byNews America's illegal business practices. Further, theCompany
will incur additional damages firom defending News America in thelawsuits brougjit onbehalfof Dial and Heinz, and theCompany's various otiber CPG clients, andpotentially billions ofdollars in settlements or to satisfy adverse judgments. In addition, due to the Individual Defendants'
mismanagement, the Company hasbeen forced to interrupt its business anddedicate its resources
and attention toremediating thelackofintemal controls thatallowed theCompany's subadiaries to
engage in the illegal business practices discussed hmin. Finally, by failing to conduct proper
supervision, the Individual Defendants have caused News Coip to waste its assets by paying
Filed 06/07/13 Page 44 of 48
improper compensation to c^tain ofitsexecutive officers anddirectors thatbreached îrfiduciary

duty.
100.
Company. 101.
As a result ofthe wasteofcorporateassets, the IndividualDefendants areli^letothe
Plaintiff, on behalfofNews Corp, has no adequate remedy at law.

COUNTm
Against Ail Individual Defendants for Uiyust Enrichment
102.
Plaintiffincorporates byreference andreaileges eachandeveryallegationcontained
above, as though fully set forth herein.
103.
By their wrongful acts and omissions, the Individual Defendants were unjustly
enriched at the expense of and to the detriment of News Corp. The Individual Defendants were unjustly enriched as a result of the compensation and director remun^tion they received ^le
breachingfiduciary duties owed to News Corp.
104.
Plaintiff, as a shareholder and representative of News Corp, seeksrestitution from
thesedefendants, and each ofthem, andseeksan order ofthis Courtdisgorgingall profits,benefits,
and other compensation obtained by these defendants, and each of them, &om their wnmgfiil
conduct and fiduciary breaches. 105. Plaintiff, on behalfofNews Corp, has no adequate remedy at law.
PRAYER FOR RELIEF
WHEREFORE, plaintiffdemands for a judgment as follows:
A.
Againstall ofthe Individual Defendantsandin&voroftheCompany fordieamount
of damages sustained by the Company as a result of the Individual Defendants' breaches of

fiduciary duties,waste ofcorporate assets, and unjustenrichment;
Filed 06/07/13 Page 45 of 48
B.
Directing News Corp to take all necessary actions to reform and improve its
coiporategovernance and internalprocedures to complywithapplicablelaws andto protectNews Coip andits shareholders fiom a repeatofthe damaging eventsdescribed herein,indudmg, butnot limitedto, puttingforward forshareholdervote,resolutions foramendments to the Company's By-
Laws or Articles ofIncorporation andtaking suchotheractionas maybe necessary to place before

shareholdens for a vote the following Corporate GovernancePolicies:
1.
aproposal tostrengthen theCompany's internal controls astoitscompliance
with applicable antitrust lawsand regulations;

2. a proposal to strengthen News Corp's corporate governance to ensure
ind^ndence oftheBoard from management byseparating therole ofChairman ofBoardfrom

the CEO position;
3.
aproposal to strengthentheBoaid'ssi^j^visionoftheCompany'ssubsidiaty
businesses and develop and implement procedures for greater shareholder input into the policies
and guidelines ofthe Board; and
4.
a provision to permit the shareholders of News Corp to nominate at least
three candidates for election to the Board;
C.
Extraordinary equitableand/or injunctLvereliefasp^mittedbylaw, equity, andstate
statutory provisions sued hereunder, includingattaching, impounding, imposing aconstructivetrust on,orotherwise restricting defendants' assets soastoassure thatplaintiffon behalfofNews Corp
has an effective remedy;
D.
Awarding to News Corp restitution from thedefendants, and each of them, and
Filed 06/07/13 Page 46 of 48
E.
expenses; and
Awarding toplaintitreasonable attorneys' fees, consultant andexpertfees, costs and
F.
Granting such other and further relief as the Court deems just and proper.
JURY DEMAND
Plaintiff demands a trial by jury.

DATED: June 6,2013
LAW OFFICES OF THOMAS G. AMON
THOMAS G. AMON (TGA-1515)

250 West 57th Street, Suite 1316 New York, NY 10107 Telephone: (212) 810-2430 Facsimile: (212) 810-2427
tamon@amonlaw.com
ROBBINS ARROYO LLP BRIAN J.ROBBINS FELIPE J.ARROYO JULL^M. WILLIAMS GINA STASSI
600 B Street, Suite 1900 San Diego, CA 92101
Telephone: (619) 525-3990 Facsimile: (619) 525-3991 brobbms@robbinsarroyo.com farroyo@robbinsarroyo.com jwilliams@robbinsarroyo.com gstKsi@robbinsarroyo.com
ROBEIN, URANN, SPENCER, PICARD
& CANGEMIAPLC MARIACANGEMI CHRISTINA CARROLL
2540 Sevem Avenue, Suite 400 Metairie, LA 70002
Telephone: (504) 885-9994

Facsimile: (504) 885-9969
racangemi@ruspclaw.com
ccarroll@ruspclaw.CGm
Filed 06/07/13 Page 47 of 48
THE WARNER LAW FIRM PAUL T.WARNER
Tefohone: (281) 664-7777

Facsimile: (281)664-7774 pwamei@wanier-lawjiet
Attorneys for Plaintiff
11123 McCracken L^, Suite A Cypress,TX 77429
864448
Filed 06/07/13 Page 48 of 48
W^KATm
hereby declarc asfollows:
I am aTrustee for fte lion Work&j MSd-SoiHh Pension Riad, plafntift in ihc wWiin action. I have wad fte Vltted Shaidiolder Dativfltive Convbiat Bicadi of
Fiduciaiy Du^, Waste of Coijmmte Assets, and Uquri finridunent Based upon discwiaas wiih and reUanco upon my counsel, and as to those fccts of which Ihaive patsonal knowkdSB, theC<unplaiBtistraeaiidcoiict to ihebestofsayknowledge, tafiMwation, andbeHet
Idedare imder penaltyofp9i|iiiy thtffte fcrîring >8 W nnd conect

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Case 1:13-cv-03914-SAS Document 1

Filed 06/07/13 Page 1 of 48

FUND, Derivatively on BehalfofNEWS CORPORATION,

VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT FOR

BREACH OF FTOUCURY DUTY, WASTE OF CORPORATE ASSETS,

LACHLAN K. MURDOCH, JOSfi MARIa

NEWS CORPORATION, an Delaware

Case 1:13-cv-03914-SAS Document 1

Filed 06/07/13 Page 2 of 48

NATURE A]>n[> SUMM4RY OF THE ACnON

This is a shareholder derivative action brought by plaintiff a shatehold^ ofNews

Thisactionarisesout oftheIndividual Defendants' (as definedherem) responsibility

retailers to dexail competitorcontracts; (iii)bundling andpredatorilypricingits in-store advertismg

andpromotion products andservices withits FSIs; (iv)hacking intocompetitors' computerfiles to

Knowledge ofNews America's monopolistic practices reached thehighest levels of

theCompany. News Corphasacknowledged thatit hassought to buildcontract barriers to make it

*FSIs arethebundles of coupons found in most Sunday newspapers.

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difficultfor its competitors to compete. Defiaidant PaulV. CarlucciC*Carluod")> NewsAmerica's

Americaaccountdirectorturnedwhisde-blower, defendant Carlucciandothersupervisors regularly

theselawsuits, the Individual Defendants stillhavenot completely remediedNews America'sillegal

this day. In addition, thereare reportsofodierNewsAmericaclientsthat are considmng theirown

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they caused and continue to cause the Company.

This Courthasjurisdictionunder28 U.S.C. 1332becauseplaintiffanddefendants

are citizensofdifferentstates and the amountin controversy exceeds$75,000,exclusive ofinterest

is either a corporation thatconducts business in andmaintains operations in this District, or is an

ofthetransactions andwrongs complained ofherein, including thedefendants' primaryparticipation

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effect in this District

PlaintiffIron Workers Nfid-Soutili PensionFund was a shareholderofNews Coip at

News Corpis a Delaware corporation withprincipal executiveofiGces locatedat 1211

andNewYork. NewsCorpis a diversified global media company whichmanages andreports its

Case 1:13-cv-03914-SAS Document 1

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$3,857,000 $5,910,000 $4,237,000

$30.022.M2 $33,282,753 $22,725^75 $30,063,169

Defendant Murdock is a citizen ofNew York.

Coip, from September2005 toDec^ber2012 and aNewsAmericadirect<Mrfrom atleastMay2007

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marketfor in-storepromotionservicesand FSIs;andQi)&iledto implementand maintain adequate

Stock Awards $8,771,717

Aii Other Comoensatlon

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Defendant Carey is a citizen ofConnecticut

Defendant David F. DeVoe ("DeVoe") is News Coip's Chief Financial OfiScer

("CFO") anda directorandhasbeensince 1990 anda SeniorExecutive VicePresident andhasbeen

Other Amiaa] ComstRsatlon Stack Awsnit

S212.6D3 S1513t3 saeoo S&3S0

Defendant DeVoe is a citizen ofNew York.

Defendant J. Murdoch is News Corp's Deputy COO. Defendant J. Murdodi is also

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brother of defendant L. Murdoch. Defendant J. Murdoch knowingly, recklessly, or mth gross

News Corppaiddefendant J. Murdoch the following compensation as an executive:

fneanthre Plan Compensatton

Valuo $3,262,000 $379,000

Another ComMnsation $313,051 $224,664

Defendant Murdoch is a citizen ofNew York.