When you’re desperate and have little chance of success, the best tactic can often be to launch a legal challenge based on every conceivable argument you can come up with.
And so it has come to pass with Rupert Murdoch, Lachlan Murdoch and Bruce Gordon who, led by hard-charging Sydney lawyer John Atanaskovic, have unleashed a media, legal and letter-writing blitzkrieg in an attempt to derail the proposed sale of Ten Network Holdings to CBS.
Once again, John Durie was used to launch the campaign with this piece in The Australian yesterday afternoon.
The Murdoch-Gordon camp are trying to come up with every conceivable argument to overturn the CBS deal, including presenting as the shareholders’ friend who believe all shareholders should get a vote on the deal, but CBS should not.
The Sydney Morning Herald and the AFR has more balanced coverage last night, which both made it into the print editions this morning.
Quite rightly, no one ran it on the front page given how flimsy the arguments are.
Because former billionaire Bruce Gordon has already been paid out as a creditor by CBS, he had to launch proceeding through his CEO Andrew Lancaster, on the basis that he was owed directors’ fees by Ten.
Can someone give the bloke 10k so he doesn’t have legal standing?
As one Ten insider close to the former board told Crikey last night: “All directors have unpaid board fees but I’m not aware of the precise amounts owing to each nor who has lodged claims. As directors are technically employees for legal purposes I believe every unpaid employee has the right to lodge a claim.”
Interestingly, Lachlan Murdoch himself doesn’t appear to be part of the legal push, presumably because it is impossible to accuse CBS of being conflicted, when you’ve got far more conflicts yourself, as we outlined yesterday.
The Murdochs want administrators KordaMentha, or a judge, to reduce CBS’ voting power to just $1 because it is supposedly conflicted as the proposed buyer.
So, how isn’t 21st Century Fox also conflicted as a voting creditor given its co-chairman Lachlan Murdoch is the rival bidder?
The Murdoch-Gordon camp are looking to buy time, initially through a delay to the CBS vote next Tuesday, presumably in order to give the Senate an opportunity to pass the media ownership laws.
That will require the government to get One Nation and the Nick Xenophon Team onto a unity ticket, which has proved elusive so far but is reportedly back on track this morning, if you can believe this piece in The Australian claiming they are “on the verge” of clinching a deal.
BuzzFeed was quoting Xenophon talking about an “impasse” just 24 hours ago.
It appears there is a direct correlation between Murdoch family interest in Ten and the government’s appetite for negotiation.
When CBS was announced as the winner, Communications Minister Mitch Fifield seemed to drop off the job. Now, it suddenly seems to be game on again.
Others players are refining their positions. Based on this updated position paper on Ten, the Australian Shareholders’ Association appears to be sticking by the CBS deal and has accepted that shareholders rank behind creditors in work-out situations.
Shareholders can hardly jump up and down celebrating getting nothing out of CBS, but it is equally hard to endorse Gordon and Murdoch when they pulled the rug on shareholders and forced Ten into administration by threatening to sue the directors personally. And this was after contributing to Ten’s massive losses over the previous 6 years.
From here, all you can really do is request full disclosure of the Murdoch-Gordon bid and also hope that CBS offers an ex gratia shareholder top-up payment to their existing winning bid, something Treasurer Scott Morrison could suggest they do through the FIRB approval process.
The smokey in the pack is the emergence of 21st Century Fox as a party to the upcoming legal processes. This is the first time Rupert Murdoch has officially emerged from the shadows to try and help his family secure control of Ten, something they last enjoyed in the 1980s.
It would be interesting to know how Fox’s senior independent director, Sir Rod Eddington, is handling all the conflicts and related party transactions in this situation. Did he sign off on the legal intervention or was that just Rupert and Lachlan running the empire like a privately owned family business?
If the Ten creditors meeting can be delayed beyond September 12 and the media laws do get changed, 21st Century Fox, News Corp or Foxtel could very easily attempt to come over the top with a blockbuster $500 million bid, which would deliver 100c in the dollar to all creditors (excluding CBS), plus a real cash return to shareholders.
CBS could argue it is unfair to open up a completed auction process where binding contracts have been signed, but they could always agree to exit with a quick profit and a juicy programming supply deal.
Lachlan Murdoch and Bruce Gordon do not personally have the financial capacity to launch a blockbuster bid to gazump CBS, which, as the largest secured and unsecured creditor, ultimately can vote down any rival takeover proposal if it chooses.
As for the claim by the Murdoch-Gordon camp that shareholders should get a vote at the creditors meeting, that is total rubbish.
The High Court briefly opened the door to shareholders as contingent creditors in the Sons of Gwalia case, but this was then legislated out of existence in 2010, as this briefing note from law firm Corrs explains.
Lachlan Murdoch and Bruce Gordon should have known that when they got John Atanaskovic to send those threatening legal letters to the directors on July 13, sparking the administration process that immediately reduced their power.
*Stephen Mayne is a director of the Australian Shareholders’ Association but these are his personal views.
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