After spending thousands of dollars getting outside legal advice, News Corp has rejected my latest tilt at their board on the grounds it was “not timely” and seemingly wasn’t allowed under US law anyway.
Third Avenue law firm Hogan & Hartson last week couriered a four-page letter by Federal Express to the Securities & Exchange Commission in Washington which was headlined “Re: Proxy Statement of News Corporation, Stockholder Proposal Submitted by Paula Piccinini”.
US law requires a listed company to seek permission from the SEC to justify rejecting a shareholder resolution or board nomination, so the letter states:
The Company believes that the Proponent’s proposal nominating her husband, Stephen Mayne, “to stand for the Board of News Corporation (sic) Ltd at the forthcoming 2006 annual meeting in October” may be excluded from the Company’s proxy materials for the procedural and substantive reasons set forth in detail below. We respectfully request confirmation that the Staff will not recommend to the Commission that enforcement action be taken if the Company excludes the Proposal from its 2006 proxy material.
The first reason cited is that the nomination was “not timely” because News Corp must have received it 80 days before the proxy statement is distributed and my nomination lobbed “25 days after the May 22 2006 deadline”.
The second reason is more curious because it again cites rule 14a-8 which permits exclusion “if the proposal relates to an election for membership on the company’s board of directors”. Hmmm, so how do you run for a US board then?
The nomination only happened after The Daily Telegraph refused to run my polite 96-word letter responding to a Piers Akerman sledge. It would have been far easier all round if this was published and we didn’t have to go through the full Press Council hearing process and legal debate about this board tilt.
That said, it is a relief not to be travelling to New York in the middle of the Victorian election campaign. I’ll be leaving all this personal campaigning against News Corp alone for a while but there’s always 2007 as that will be Rupert’s first board election in decades, possibly ever.