Grant & Eisenhofer won a landmark corporate governance settlement limiting News Corp. board power
Plaintiff(s):
International institutional investors
Case type / claims:
Corporate governance litigation challenging the extension of News Corp.’s anti-takeover “poison pill” provision, adopted amid a takeover bid by Liberty Media.
Defendant(s):
News Corporation, Rupert Murdoch and directors
Jurisdiction:
Delaware Court of Chancery
Outcome:
- After denial of News Corp.’s motion to dismiss and on the eve of Murdoch’s deposition, the company agreed to submit the poison pill extension to a full shareholder vote and accepted 20 years of limitations on the board’s authority to adopt poison pills.
- The Delaware Chancery Court further ruled that shareholders may contractually limit board power without amending the corporate charter—a milestone decision in corporate governance reform affirming shareholder rights to constrain unilateral board actions.
