Delaware ruling could shed new light on Fox's corporate history
What's the story
A Delaware judge has ordered Fox Corporation to hand over documents sought by shareholders in a lawsuit examining how Rupert Murdoch and other directors handled major scandals at the company and its predecessor businesses, NPR reported on the order. The records could offer closer look at Murdoch's relationship with former Ford Motor Co. CEO Jacques Nasser, a longtime Fox director. The ruling also brings renewed scrutiny to how Fox's board operated during years marked by costly lawsuits and corporate controversies.
Case details
The lawsuit goes back three years
The shareholders filed the lawsuit about three years ago, seeking to hold Murdoch, his eldest son Lachlan, and other board members accountable for decisions that they say exposed Fox to repeated scandals and expensive litigation.
Shareholders' claim that the company's governance failed to properly protect Fox from those risks.
Their argument gained momentum after Fox agreed to pay nearly $800 million to settle Dominion Voting Systems' defamation lawsuit over its coverage of the 2020 US presidential election.
Additional controversies
Dominion settlement was followed by another major legal battle
Smartmatic USA, another voting technology company, has sued Fox over its election coverage and is seeking $2.7 billion in damages.
The shareholders' lawsuit also points to a separate settlement involving the family of Seth Rich, after Fox published and later retracted a story linking the former Democratic National Committee staffer.
Fox's story accused Rich of leaking documents to damage Democratic presidential candidate Hillary Clinton and suggested that the party was linked to his 2016 shooting death.
Beyond US
Fox has faced scandals beyond the US
The lawsuit also reaches back to the phone-hacking scandal that shook Murdoch's British media operations more than a decade ago.
The scandal ultimately cost News Corp. roughly $1.5 billion, according to the case materials.
Fox Corporation was separated from News Corp. afterward, partly to insulate Murdoch's US television assets from potential regulatory challenges.
The two sides of the Murdoch empire have since been kept as separate companies.
Scenario
The case now turns to one director
Much of the shareholders' case hinges on what lawyers can uncover about the long relationship between Rupert Murdoch and Jacques Nasser.
The former Ford CEO served on several Murdoch-controlled boards for more than two decades, earning substantial annual compensation.
He was classified as an independent director at News Corp., 21st Century Fox, and later Fox Corporation.
At Fox, Nasser eventually became lead independent director, a position intended to provide a counterweight to the Murdochs' considerable influence over the company.
Shareholder questions
Shareholders are questioning that independence
Nasser remained a director across different stages of Murdoch's corporate empire before stepping down from Fox's board in 2023, the same year Fox settled the Dominion lawsuit.
His formal status as an independent director is now central to the litigation.
Shareholders argue that his longstanding relationship with the Murdochs raises questions about whether he could genuinely act independently when decisions involving the family came before the board.
If evidence supports that argument, it could have significant consequences for the case.
Road ahead
The documents could determine whether the case reaches trial
The shareholders are trying to establish that more than half of Fox's board members were not truly independent. That matters because proving a lack of board independence could allow the lawsuit to move toward a trial.
Their lawyers therefore want evidence showing how closely Nasser worked with the Murdochs and whether he made decisions that could benefit family rather than Fox itself.
The newly ordered documents could provide much clearer picture of those relationships than the public record currently offers.
Situation
Fox fought to keep the records sealed
During a hearing in Delaware, Fox's lawyers attempted to prevent the release of a large collection of documents.
According to NPR, the material includes roughly 700 records containing references to "phone hacking," numerous board meeting records from Fox and related organizations, and emails from Nasser's Ford accounts.
The judge rejected Fox's effort to shield the records.
The documents could reveal how Nasser interacted with the Murdochs, how other directors were chosen and how company handled sensitive issues behind closed doors.
Another issue
Murdoch's deleted messages add another layer
The records could also shed light on Murdoch's handling of electronic communications.
Fox's lawyers acknowledged in court that Murdoch had been automatically deleting text messages until around April 2022, after Dominion had already sued Fox.
The issue is significant because messages that might have been relevant to litigation were not retained during part of that period.
NPR reports Fox attorney Anitha Reddy disputed the suggestion that documents were deleted wholesale, while acknowledging the period when Murdoch's text messages weren't preserved.
Smartmatic's lawsuit
Smartmatic's lawsuit makes the issue more important
The deleted messages could have implications beyond the shareholders' case.
Smartmatic has separately accused Fox and Lachlan Murdoch of intentionally destroying evidence in its litigation over the company's 2020 election coverage.
The shareholders' lawyers will now be allowed to examine sealed documents from the Smartmatic case concerning what lawyers describe as the "spoliation" of records.
Fox has pushed back, accusing executives at Dominion and Smartmatic of also failing to preserve evidence and seeking sanctions over those alleged actions.
Earlier moves
Nasser's earlier board decisions are also under scrutiny
Lawyers are also interested in Nasser's decade on the board of British Sky Broadcasting, the company commonly known as BSkyB.
Court documents indicate that Nasser supported James Murdoch, the younger son of Rupert Murdoch, as CEO and remained aligned with the Murdoch family during the phone-hacking crisis.
He also backed a controversial stock buyback program that increased the Murdoch family's influence.
Those past decisions are now being examined as potential evidence of how independent Nasser was from the family.
Corporate history
Relationship stretches beyond corporate boards
Nasser's connection with Rupert Murdoch also extends beyond their formal corporate roles.
The two men have been longtime members of the American Australian Association, an organization founded by Murdoch's father.
Nasser spent roughly a decade combined as a director at 21st Century Fox and later Fox Corporation.
For shareholders, that long history matters because their case depends on showing whether Nasser's relationship with the Murdochs was close enough to undermine his role as an independent director.
Ruling
The judge has now ordered broad disclosure
Vice Chancellor Bonnie David ruled in favor of the shareholders, requiring Fox to provide a broad range of records.
The company must hand over list of email addresses used by Nasser and Murdoch, along with years of Fox board meeting minutes.
Shareholders will also gain access to sealed material from the Smartmatic litigation.
Together, those records could help lawyers reconstruct how the company's directors communicated, how major decisions were made and whether concerns about the Murdochs were properly challenged internally.
Consequences
Fox's legal history is becoming part of its present
The significance of the ruling extends beyond the individual documents.
The shareholders' lawsuit is attempting to connect several episodes across decades of Murdoch's media empire, from the British phone-hacking scandal to the Seth Rich controversy and the election-related defamation cases.
Fox has consistently disputed allegations made against it in those disputes. But the Delaware court's decision means shareholders will now have access to internal records that could provide a more detailed account of how the company responded to those crises.
Implications
What happens next
The newly ordered documents could ultimately determine whether the shareholders' lawsuit proceeds to trial.
If their lawyers uncover evidence that supports their challenge to the independence of Fox's board, the case could move beyond the current stage of document discovery.
For now, the focus is on what those records contain: years of board minutes, corporate emails, communications involving Nasser and material connected to earlier litigation.