IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
In re NEWS CORPORATIONSHAREHOLDER DERIVATIVELITIGATION))))ConsolidatedC.A. No. 6285-VCN
VERIFIED AMENDED CONSOLIDATED SHAREHOLDER DERIVATIVEAND CLASS ACTION COMPLAINT
Co-Lead Plaintiffs The Amalgamated Bank, as Trustee for the LongViewLargeCap 500 Index Fund, LongView LargeCap 500 Index VEBA Fund, LongViewQuantitative LargeCap Fund, and LongView Quantitative LargeCap VEBA Fund(“Amalgamated Bank”), Central Laborers Pension Fund (“Central Laborers”), andplaintiff New Orleans Employees’ Retirement System (“NOERS”) (“Plaintiffs”), by andthrough their undersigned counsel, assert this action derivatively on behalf of NewsCorporation (“News Corp” or the “Company”) and directly on behalf of themselves andall similarly situated public shareholders of News Corp against defendants RupertMurdoch, James Murdoch, Lachlan Murdoch, Chase Carey, David F. DeVoe, Joel Klein,Arthur M. Siskind, Rod Eddington, Andrew S.B. Knight, Thomas J. Perkins, PeterBarnes, José María Aznar, Natalie Bancroft, Kenneth E. Cowley, Viet Dinh, and John L.Thornton (the “Individual Defendants,” “Defendants” or the “Board”). Plaintiffs makethe following allegations upon knowledge as to themselves and upon information andbelief (including the investigation of counsel and review of publicly availableinformation) as to all other matters, and allege as follows.
2
SUMMARY OF THE ACTION
1.
Rupert Murdoch (“Murdoch”) – News Corp’s founder, Chairman, Chief Executive Officer and controlling shareholder – habitually uses News Corp to enrichhimself and his family members at the Company’s and its public shareholders’ expense.Plaintiffs bring this shareholder derivative and class action because recent self-interestedtransactions and revelations about News Corp’s operations giving rise to this action arethe proverbial straws that break the camel’s back.2.
Continuing a long history of abuses, Murdoch recently caused News Corpto buy 100 percent of Shine Group Ltd. (“Shine”), the television and film productioncompany that was run and majority-owned by his daughter Elisabeth Murdoch, at anartificially inflated price (the “Transaction”). To consummate the Transaction, NewsCorp paid $615 million – approximately $480 million for Shine’s equity and $135million to repay Shine’s outstanding debt. News Corp also assumed an undisclosed (andunexplained) amount of Shine’s net liabilities. As a result, Elisabeth Murdoch is now atleast $250 million richer and, more importantly, from her father’s perspective, back within the News Corp executive suite and board room.3.
Murdoch did not even pretend that there was a valid strategic purpose forNews Corp to buy Shine. Rather, Murdoch publicly proclaimed that his purpose incausing News Corp to enter into the Transaction was to bring Elisabeth back to thefamily business and to put her on News Corp’s already conflicted and dominated Boardof Directors (the “Board”). Murdoch’s desire to place Elisabeth on the Board has beenevident for some time: he previously offered Elisabeth a Board seat in 2009, and since
3early 2010, the Board has inexplicably permitted her to participate in meetings as a non-voting observer. Now that the prodigal daughter is formally back in the News Corp fold,she vies with her brothers, long time Board members James Murdoch and LachlanMurdoch, for control of Rupert Murdoch’s global media dynasty. As he has donewithout restraint for decades, Murdoch has caused News Corp to spend its own money –in this instance at least $615 million – out of blatant nepotism and without regard for theinterests of the Company or its public shareholders.4.
The Transaction made little or no business sense for News Corp, and is farabove a price any independent, disinterested third-party would have paid for Shine.Further, even if the pricing was proper or there was some business justification for NewsCorp to acquire a start-up, niche television production company, there was no reason forNews Corp to acquire Shine specifically, except to enrich the Murdoch family, perpetuatethe family’s involvement in the senior management of News Corp, and further tightenMurdoch’s control over the Company. Nevertheless, the Transaction was rubber-stamped by News Corp’s Board at Murdoch’s urging. That is how Murdoch and theBoard have interacted for years.5.
The Transaction is not even the most recent revelation regardingMurdoch’s and the News Corp’s Board’s improper conduct. It has now become publicthat, over at least the last decade, reporters at
News Of the World
– a United Kingdomnewspaper run by News International, News Corp’s 100%, wholly-owned Britishnewspaper division – engaged in the unlawful interception of voicemail and cell phonetraffic from literally thousands of people in the UK. The victims of these intercepts
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