April 06, 2006
News Corporation Shareholders to Vote on Poison Pill
Posted by Gordon Smith

Newscorporation If you have a very good memory, you might remember my December post on Unisuper Ltd. v. News Corporation, in which Chancellor Chandler refused to dismiss breach of contract and promissory estoppel claims against News Corporation for attempting to extend its poison pill by two years in the face of an alleged agreement to allow a shareholder vote on any extension decision. Tomorrow's W$J is reporting that the case will be settled early next week and that News Corporation's shareholders will be allowed to vote. The shareholders' attorney is Stuart Grant (my former Skadden colleague) who told the W$J that the proposed settlement includes a provision guaranteeing shareholders the right to vote on poison-pill provisions at News Corp. for the next 20 years.

I was not enamored with Chancellor Chandler's opinion, but the settlement seems like a good result. One observer quoted in the article rightly observes that the big winner is Liberty Media Corp., which is attempting to acquire News Corporation.

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