Some shareholders get shut out

Institutional investors took the lead in criticizing Rupert Murdoch’s News Corp. after the telephone voicemail hacking scandal that focused attention on the news conglomerate’s ethics and its board’s stewardship in 2011.

The California Public Employees Retirement System (Calpers), the largest U.S. public pension fund, withheld its votes for the reelection of Rupert Murdoch and sons James and Lachlan to the News Corp. board of directors, motivating other institutional investors to take action. In early March 2012, Murdoch’s son James resigned as executive chairman of News International amid mounting shareholder pressures.

As many columnists pointed out during the weeks leading up to the company’s annual meeting in October 2011, shareholders — even those with significant stakes — had little chance of achieving their goals. News Corp. has two classes of shares, with the Murdoch family’s B shares holding 40 percent of the voting power. Some 60 percent of the shares have no voting power.

“These situations can leave the lower-class shareholders with a majority of the risk and no ability to push out managers who are either incompetent or evil,” op-ed columnist Dan Gillmor wrote in The Guardian (U.K.).

Shareholders in emerging markets face similar problems, and protecting their interests has become a major concern.

Minority shareholders in Russia’s Yukos Oil Company were left out in the cold when the government effectively dissolved the company in 2004. The owner and founder, Mikhail Khodorkovsky was sentenced to prison in Siberia. There is ongoing debate about whether the trials and sentencing were politically motivated.

Yukos investors, mostly foreign, have tried a variety of legal maneuvers in an attempt to recover up to $100 billion they invested in the company. Despite some minor victories in international courts, however, shareholders have won little relief so far.