News Corporation NWSA
Starboard urges News Corp shareholders to vote to collapse the dual-class structure that gives the Murdoch family 41% voting power on only 14% economic ownership.
Thesis
Starboard Value, a large News Corp shareholder, argues the company is significantly undervalued because its dual-class share structure hands the Murdoch family 41% of votes on just 14% of economic ownership. The structure — defensible only for a visionary founder during a limited window — has now become entrenched as super-voting power transitions from Rupert Murdoch to his children, whose widely differing worldviews and the ongoing legal battle over control of the Murdoch Family Trust threaten stability and strategic direction. Starboard has submitted a non-binding proposal for the 2024 Annual Meeting calling on the Board to collapse the dual-class structure. A prior proposal drew nearly 90% support from unaffiliated shareholders and 49.5% of total votes; Starboard urges shareholders to send a clear message and warns of further action if the Board again refuses to act.
SCQA
News Corp is a digital-first, subscription-oriented media company that transformed itself since its 2013 formation, yet remains significantly undervalued while operating under a dual-class share structure inherited from founder Rupert Murdoch.
Super-voting power has transitioned from Rupert Murdoch to son Lachlan amid a legal battle among Rupert's other children over the Murdoch Family Trust, entrenching a governance discount and threatening News Corp's strategic stability.
Shareholders should vote FOR Starboard's non-binding proposal at the 2024 Annual Meeting, directing the Board to take all necessary actions to collapse News Corp's dual-class share structure.
Eliminating the dual-class discount would unlock News Corp's inherent value; a prior identical proposal already won nearly 90% support from unaffiliated holders and 49.5% of total votes — a mandate the Board ignored.
The three reasons
- 1
Murdoch family holds 41% of votes on just 14% economic ownership — a governance mismatch
- 2
Legal battle among Murdoch children over Family Trust control threatens strategic stability
- 3
Dual-class structure has exacerbated News Corp's valuation discount versus inherent value
Primary demands
- Collapse News Corp's dual-class share structure
- Vote FOR Starboard's non-binding business proposal at the 2024 Annual Meeting
- Board to take all necessary actions to eliminate super-voting Murdoch shares
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Precedents cited
- Starboard's own 2023 presentation at the 13D Monitor Active-Passive Investor Summit
- Prior News Corp shareholder proposal on dual-class elimination (~90% unaffiliated support, 49.5% of total votes)
Notable slides (2)
Notes
Three-page open letter signed by Jeffrey C. Smith; functions as the public salvo ahead of a precatory shareholder proposal at News Corp's 2024 Annual Meeting. No valuation math, sum-of-parts, or peer charts — argument is purely governance/narrative. Quotes are from NYT and WSJ press coverage of the Murdoch Family Trust lawsuit, not CEO statements, so uses_ceo_quote_contradiction set to false. Campaign phase is follow_up: Starboard first aired the News Corp thesis at the 13D Monitor Summit in 2023; this letter escalates ahead of the annual meeting and hints at further action (likely a proxy fight) if the Board again ignores a majority vote.