With Murdoch Circling, Time Warner Adopts Anti-Takeover Measure

Jul 22, 2014  •  Post A Comment

Time Warner appears to be digging in its heels as it braces to fend off a potential buyout attempt by Rupert Murdoch's 21st Century Fox.

B&C reports that the company implemented changes to its corporate bylaws that could make a takeover more difficult.

"In a filing with the Securities & Exchange Commission, Time Warner said its directors voted on Monday to remove bylaw provisions that enabled stockholders to cause the board to call a special meeting of stockholders. The new rules say the CEO or a majority of directors may call a special meeting," the story reports.

The company reportedly said it plans to reinstate the bylaw provisions at the annual shareholders meeting in 2015.

"The move signals that Time Warner is looking to fight a takeover by Fox CEO Rupert Murdoch. Although the first offer was rejected, Wall Street analysts expect a new, higher-priced offer to follow," B&C reports. "Under the old rule 15% of Time Warner stockholders could call a meeting. At such a meeting a takeover offer, such as Fox’s, could have been considered and approved.

"Under the new rules, no proposal not favored by the board could be considered until the next annual meeting."

The idea of the move is apparently to give company shareholders additional time to evaluate the company's current strategy, as well as time to examine a takeover proposal by Fox, the report notes, citing a source with knowledge of the company.

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