News Corp. on how to say nothing in so many words…

August 14, 2009

As most footnoted regulars know, we’ve read a lot of employment contracts and severance agreements over the years. Way too many to count, in fact. But the agreement with former Chief Operating Officer Peter Chernin that News Corp. (NWS) included in its 10-K sets new standards for saying so little. Indeed, you’d be hard pressed to find a single number in the letter since most of that seems to have been “separately provided”. Even Chernin’s accrued vacation appears to be a state secret. So too are the legal fees that Chernin will be reimbursed for the negotiation of the agreement. Given that, it’s no surprise that the stock options, deferred compensation and details of the production agreement are also MIA. Chernin announced his departure back in February and left at the end of June when his contract expired.

We’re not securities attorneys or corporate secretaries, but it seems to us that given Chernin’s role with the company, this meets the materiality test and investors ought to be able to know the details of whatever the arrangement is. That’s certainly how most other companies work. Indeed, we’d be hard-pressed to recall another agreement that says so little.

Given this level of secrecy, however, it seems odd that the letter would include Chernin’s personal street address in Santa Monica on the Riviera Country Club. That’s actually the type of information that most companies do hide.

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