News Corp. took a hefty write-down on the value of its assets, pushing it to a $6.4 billion loss for the fiscal second quarter, as declining ad spending crimped its broadcast-television and newspaper businesses.

The New York media conglomerate’s bottom line for the quarter ended Dec. 31 was dragged down by an $8.4 billion charge to reflect the declining value of its TV licenses, acquisitions and other assets. Other media companies, including Time Warner Inc. and CBS Corp., have taken similar charges.

Roger Ailes, Fox News

Sharon Allen, Deloitte & Touche

Herbert M. Allison Jr., Director

Gavin Anderson, GMI

Philip A. Armstrong, GCGF

Norman R. Augustine, Director

Stephen Bainbridge, UCLA

Maria Bartiromo, CNBC

David Batchelder, Relational Investors

Lucian A. Bebchuk, Harvard Law

Irv Becker, Hay Group

Beverly Behan, Hay Group

Richard Bennett, The Corporate Library

Robert S. Bennett, Skadden Arps

Dennis R. Beresford, U. of Georgia

Ethan Berman, RiskMetrics Group

Ben Bernanke, The Federal Reserve

John Biggs, Director

Leon Black, Apollo

Lloyd C. Blankfein, Goldman Sachs

Richard Blumenthal, State of Conn.

Magnus Bocker, Nasdaq OMX

John C. Bogle, Hall of Fame

Richard Breeden, Breeden Partners

Catherine L. Bromilow, PwC

Beth A. Brooke, E&Y

Warren Buffett, Berkshire Hathaway

Peter Butler, Governance for Owners

Marshall Carter, NYSE Euronext

Martha Carter, RiskMetrics Group

John J. Castellani, Business Roundtable

William B. Chandler III, Chancery Court

Ram Charan, Charan Associates

Peter Clapman, Governance for Owners

John C. Coffee, Columbia Law School

Frederic W. Cook, Frederic W. Cook & Co.

J. Michael Cook, Director

Christopher Cox, SEC

Jim Cramer, TheStreet.com

Andrew Cuomo, State of New York

Kenneth Daly, NACD

Julie Hembrock Daum, Spencer Stuart

George L. Davis, Egon Zehnder Intl.

Stephen M. Davis, Millstein Center

James L. Dimon, JPMorgan

Samuel A. DiPiazza, Jr., PwC

Christopher Dodd, U.S. Senate

Amy Domini, Domini Social Investments

William H. Donaldson, Hall of Fame

Thomas J. Donohue, Chamber of Commerce

Ed Durkin, United Brotherhood of Carpenters

Theodore L. Dysart, Heidrick & Struggles

Jay Eisenhofer, Grant & Eisenhofer

Charles Elson, U. of Delaware

John Engler, NAM

Richard Ferlauto, AFSCME

Timothy Flynn, KPMG

Margaret “Peggy” Foran, Sara Lee

Cynthia M. Fornelli, CAQ

Barney Frank, U.S. Congress

William F. Galvin, State of Mass.

William W. George, Harvard Business School

Kayla Gillan, RiskMetrics Group

Robert J. Giuffra, Jr., Sullivan & Cromwell

Scott Goebel, Fidelity

Holly Gregory, Weil, Gotshal & Manges

Robert Greifeld, Nasdaq OMX

Joseph Grundfest, Stanford Law School

Steven Hall, Steven Hall & Partners

Robert Hallagan, Korn/Ferry Intl.

Laurence P. Hazell, Standard & Poor’s

Edward Herlihy, Wachtell Lipton

Robert Herz, FASB

John A. Hill, Putnam

Paul Hodgson, The Corporate Library

Christopher Hohn, TCI

Michele J. Hooper, Director

Anthony J. Horan, JP Morgan

Carl Icahn, Icahn Investments

Ray R. Irani, Occidental Petroleum

Edward Kangas, Director

Adam Kanzer, Domini Social Investments

Henry Keizer, KPMG

Donald Keough, Director

Joe Kernen, CNBC

Richard Ketchum, FINRA

Charles King, Korn/Ferry Intl.

Catherine Kinney, NYSE Euronext

Jannice L. Koors, Pearl Meyer & Partners

Richard H. Koppes, Jones Day

Henry Kravis, KKR

Frederick J. Krebs, ACC

John A. Krol, Director

Robert Kueppers, Deloitte & Touche

Arthur Levitt, Hall of Fame

Martin Lipton, Wachtell Lipton

Jay W. Lorsch, Harvard Business School

Joann Lublin, Wall Street Journal

Steve Mader, Korn/Ferry Intl.

Ken Marzion, CalPERS

Mary Pat McCarthy, KPMG

Bill McCollum, State of Florida

Robert McCormick, Glass Lewis

Blythe J. McGarvie, Director

William McGuinness, Fried Frank

Patrick McGurn, RiskMetrics Group

W. James McNerney, Jr. Boeing

James P. Melican, PGI

Pearl Meyer, Steven Hall & Partners

Bill Miller, Legg Mason

Ira Millstein, Hall of Fame

Nell Minow, The Corporate Library

Robert A.G. Monks, author, Corpocracy

Peter Montagnon, ABI

Gretchen Morgenson, New York Times

Anne Mulcahy, Xerox

Anne Mule, Sunoco

Rupert Murdoch, News Corp.

Alan Murray, Wall Street Journal

Jim Naughton, Corporate Governance Blog

Thomas Neff, Spencer Stuart

Duncan Niederauer, NYSE Euronext

Joseph Nocera, New York Times

Floyd Norris, New York Times

Mark Olson, PCAOB

James Owens, Caterpillar

Michael Oxley, Hall of Fame

William Patterson, CtW

Henry M. Paulson, Jr. U.S. Treasury

Harry Pearce, Director

Harvey L. Pitt, Kalorama Partners

Becky Quick, CNBC

Carl Quintanilla, CNBC

David Rubenstein, Carlyle Group

Paul Sarbanes, Hall of Fame

Charles E. Schumer, U.S. Senate

Stephen A. Schwarzman, Blackstone

Mary Shapiro, FINRA

Damon Silvers, AFL-CIO

David W. Smith, SCSGP

Michael Smith, AIG

Jeffrey A. Sonnenfeld, Yale School of Management

Larry W. Sonsini, Wilson Sonsini

Andrew Ross Sorkin, New York Times

Myron T. Steele, Delaware Supreme Court

Leo E. Strine, Chancery Court

David N. Swinford, Pearl Meyer & Partners

John Thain, Merrill Lynch

Andrew Tuch, Corporate Governance Blog

James S. Turley, E&Y

E. Norman Veasey, Weil Gotshal & Manges

Stephen Wagner, Deloitte & Touche

Carol Ward, Kraft Foods

Henry Waxman, U.S. Congress

Ralph Whitworth, Relational Investors

John Wilcox, TIAA-CREF

Note: More than 100 individuals are named because some listings contain more than one person at the same company or in the same industry.

For the complete 2008 Directorship 100 article, click HERE.

The billionaire activist investor wrote that after conversations with Microsoft CEO Steve Ballmer, the Microsoft CEO made it “abundantly clear that, due to hisexperiences with Yahoo during the past several months, he cannot negotiateany transaction with the current board. His logic is simple. If and when atransaction was consummated, Microsoft would be guaranteeing a great dealof capital at closing. However, a transaction could take at least ninemonths and perhaps longer to obtain regulatory clearance in the U.S.,Europe, and elsewhere. During that period, if the current board andmanagement team of Yahoo mismanage the company (and their recent trackrecord is far from reassuring), Microsoft would be putting its money atrisk and a great deal could be lost.”

Yahoo responded by accusing Balmer and Icahn of conspiring to force Yahoo to sell its search business at a price that would not be in the best interest of shareholders.

“Yahoo’s board of directors continues to stand ready to enter intonegotiations with Microsoft Corporation for an acquisition of Yahoo.Indeed, as recently as June, Yahoo’s independent directors andmanagement approached Steve Ballmer about just such a transaction, onlyto be told that Microsoft was no longer interested even in the pricerange which they had previously proposed,” according to the letter.

“If Microsoft and Mr.Ballmer really want to purchase Yahoo, we again invite them to make aproposal immediately. And if Mr. Icahn has an actual plan for Yahoobeyond hoping that Microsoft might actually consummate a deal whichthey have repeatedly walked away from, we would be very interested inhearing it.”

Icahn cited performance of Google versus Yahoo, pointing out that while “Google’s income fromoperations grew 59 percent per year over the last two years, Yahoo’s shrank21 percent per year.”

Microsoft, positioning itself for a possible new run for Yahoo’s web search business, has approached other media companies in recent days about joining it in a deal that would effectively lead to Yahoo’s breakup, reports The Wall Street Journal.

Microsoft has held discussions with Time Warner and News Corp, among others, people involved in the talks told the newspaper.

In the past, Microsoft has floated an arrangement under which it would acquire Yahoo’s search business and another partner, such as News Corp’s MySpace or Time Warner’s AOL, would combine forces with what remained of Yahoo.

Meanwhile, The Financial Times reports that Microsoft yesterday announced the purchase, reportedly for about $100 million, of Powerset, a San Francisco company that has developed a promising, and controversial, new internet search tool.

Aside from Microsoft’s flirtation in Yahoo, insiders do not believe that talks are as serious as they were back in April, according to the WSJ. However, talks have resumed after learning of Yahoo’s talks with other potential partners.

News Corp. has also been in the mix, although no deals are believed to be in the making. News Corp. owns Dow Jones & Co., published of the The Wall Street Journal.

Microsoft could take Yahoo’s search business and News Corp. would integrate its MySpace social-networking business into the rest of Yahoo, according to the WSJ. Yahoo would have to pay considerable taxes to sell its search business and would need a major stake in the combination.

Time Warner, Yahoo, News Corp., and AOL are all ooking to align themselves to compete with Google. Yahoo shareholders would prefer a deal with Microsoft, as Microsoft would be able to pay with cash, as opposed to a complicated asset exchange if dealing with the other companies.

The Justice Department is reviewing the Yahoo and Google transaction of having Yahoo run some search advertisements sold by Google on its sites in exchange for some of the revenue.

 
]]> http://www.directorship.com/microsoft-weighs-next-move/feed/ 0 http://www.directorship.com/editors-letter-states-and-directors-to-watch/ http://www.directorship.com/editors-letter-states-and-directors-to-watch/#comments Thu, 01 Jan 1970 00:00:00 +0000 Joseph McCafferty http://www.directorship.com/?p=4480

I want to extend a special thanks to Steven Hantler of the American Justice Partnership for his monster effort to bring together this painstaking look at what is happening on the litigation front in all 50 states. What he finds may be painful for many of you to hear, especially if you have sizable operations in states such as California, Pennsylvania, and Illinois, that are at the back of the pack. Let’s just say that these states aren’t exactly rolling out the red carpet for corporate defendants. Hantler’s message to those who think the plaintiffs’ bar is in full retreat: put down the champagne glasses, many litigation reform efforts are in danger of being reversed.

We do raise our glasses, though, to those whom we have named to our “Directors to Watch” list. Most directors attain directorships only after decades of climbing the ladder. These individuals–50 directors under the age of 50–have ascended to the boards of America’s largest companies in a relatively short time. The list includes such rising boardroom stars as Starbucks’ Mellody Hobson, New Corp.’s Viet Dinh, and Goldman’s Gary Cohn. These are the individuals whose leadership will set the agenda for decades to come. You can join us for a special forum taking place in New York on September 30, where many of these directors and others will give their insights on the issues that boards are likely to face in the next several years. Visit www.directorship.com/50under50 for more details.

Finally, I want to encourage you to provide us feedback or alert us to topics we should give more attention. And don’t forget to go to www.directorship.com for daily news, webcasts, and our new blog, The Boardroom Journal.

Joseph McCafferty

jmccafferty@directorship.com

The new members are Donna J. Barrett, president and chief executive officer of Community Newspaper Holdings; Craig A. Dubow, chairman, president and chief executive officer of Gannett Co.; and Zell. Barrett and Zell will serve three-year terms, while Dubow was elected to a one-year term to fill an unexpired vacancy.

Re-elected to three-year terms are William Dean Singleton, who is vice chairman and chief executive officer of MediaNews Group and chairman of the AP board; Jon K. Rust, publisher of the Southeast Missourian and co-president of Rust Communications; Michael E. Reed, chief executive officer of GateHouse Media, and Victor F. Ganzi, president and chief executive officer of Hearst Corp.

Douglas H. McCorkindale, former chairman, president and chief executive officer of Gannett, is retiring from the board after serving five years as a director. Jay Smith, president of Cox Newspapers, is also retiring after serving five years. Dennis FitzSimons, former chairman of Tribune Company, resigned from the board.

Rupert Murdoch, chairman and chief executive officer of News Corporation, will fill the vacancy created by Smith’s retirement until the next election of directors.

The elected term of H. Graham Woodlief, vice president of Media General Inc., expired, and he was reappointed to a two-year term. David Westin, president of ABC News, was reappointed to a three-year term, and Bruce Reese, president and chief executive officer of Bonneville International Corp., was reappointed to a one-year term.

The Associated Press board has 18 directors elected by AP members at their annual meeting, in staggered classes of six each year. These directors are elected to three-year terms and are eligible to serve up to a total of nine years. The board can also appoint up to six additional directors if it chooses. These seats are sometimes filled by former elected directors who first joined the board to fill unexpired terms and end their elected service with one or two years of eligibility remaining.