Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 1 of 115
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
x LEWIS WILDER, as Trustee for the Lewis Civil Action No. 1:1 ]-cv-04947-PGG Wilder Revocable Trust, 12/10/20 10, and IRON WORKERS LOCAL UNION NO, 17 CLASS ACTION PENSION FUND, ECE Case Plaintiffs, CONSOLIDATED SECOND AMENDED auD CLASS ACTION COMPLAINT FOR VIOLATION OF THE FEDERAL AVON PENSION FUND, Administered by SECURITIES LAWS Bath & North East Somerset Council, Individually and on Behalf of All Others Similarly Situated,
Lead Plaintiff,
vs. JURY DEMANDED NEWS CORPORATION, NI GROUP LTD., K RU PERT MIJRDOCH JAMES MURDOCH, LES HINTON and REBEKAH BROOKS,
Defendants, x
9369711 Case 1:11-cv-04947-PGG Document 71 Filed 04/30/14 Page 2 of 115
TABLE OF CONTENTS
Page
I. INTRODUCTION ...... 1
II. JURISDICTION AND VENUE ...... 10
III. PARTIES ...... 10
IV. DEFENDANTS' CONTROL OVER NEWSCORP AND EACH OTHER ...... iS
A. NewsCorp Dominated and Controlled News Int'l, NGN and the U.K. Papers...... iS
B. The Murdochs Dominated and Controlled All Aspects of NewsCorp's Operations, Including Its Operations in the U.K...... 19
V. NEWSCORP' S CONCEALED AND ILLEGAL NEWSGATHERING ACTIVITIES PRIOR TO THE CLASS PERIOD ...... 23
A. 2005-06: NewsCorp Gets Caught Hacking, and Creates Its "Rogue Reporter" Cover Story ...... 26
B. 2007: Hinton Lies to Parliament, Gets Promoted to CEO of Dow Jones ...... 28
C. 2008: Defendants Are Confronted with the "For Neville" E-mail, and Pay Gordon Taylor £1,000,000 to Keep Quiet ...... 33
VI. DEFENDANTS CONTINUE THE COVER UP DURING THE CLASS PERIOD ...... 36
VII. FRAUDULENT STATEMENTS, OMISSIONS AND COURSE OF BUSINESS ...... 42
A. NewsCorp's Standards of Business Conduct ...... 43
B. NewsCorp Press Releases - July 9 and 10, 2009...... 50
C. Testimony to Parliament - July 21, 2009 (Crone and Myler) ...... 57
D. Testimony to Parliament— September IS, 2009 (Hinton) ...... 61
F. Responses to Parliament Report - February, 20 10 ...... 66
F. Denial of New York Times Hacking Report - September 2010 ...... 69
G. Annual Shareholder Meeting and Centre of Policy Studies Speech - October2010...... 70
H. Denials of a Reputation Crisis at NewsCorp - April 8, 2011 ...... 73
9369711 Case 1:11cv-04947-PGG Document 71 Filed 04130/14 Page 3 of 115
Page
VIII. DUTY TO CORRECT FRAUDULENT STATEMENTS AND MATERIAL OMISSIONS...... 77
A. Failure to Correct Prior Misrepresentations...... 79
B. Failure to Disclose Risks to Completion of BSkyB Acquisition ...... 86
IX, ADDITIONAL ALLEGATIONS OF RELIANCE, MATERIALITY, LOSS CAUSATION AND DAMAGES ...... 88
A. Presumption of Reliance (Fraud on the Market Allegations) ...... 88
B. Theory of Loss Causation and Damages ...... 90
X. CLASS ACTION ALLEGATIONS ...... 100
XI. CLAIMS FOR RELIEF...... - ...... -- 102
XII. PRAYER FOR RELIEF ...... LOS
XI1I. JURY DEMAND ...... 109
Ii 936971 Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 4 of 115
I. INTRODUCTION
This is a securities class action on behalf of the purchasers of publicly-traded common stock ofNews Corporation ("NewsCorp" or the "Company") during the period from July 8,
2009 to July 18, 2011, inclusive (the "Class Period") who meet the requirements for membership in the Class, as defined in ¶193 below, against NewsCorp, its wholly-owned subsidiary News
International Ltd., now known as NI Group Ltd., ("News Int'l"), and certain of their officers and directors for violations of §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange
Act")
2, NewsCorp is worldwide media conglomerate based in New York City. NewsCorp's operations are tightly controlled by K. Rupert Murdoch, its founder, CEO and Chairman of the
Board, his son James Murdoch, and their network of close associates and cronies, including defendants Rebekah Brooks and Les Hinton, This case arises from a long-running scheme by defendants to conceal the existence and extent of illegal and unethical newsgathering practices at
News Int'l - the publisher of NewsCorp's flagship newspapers in the United Kingdom, where
Rupert Murdoch started building his media empire - and the risks those activities presented to
NewsCorp's worldwide reputation and financial success.
3. Over the past decade, or longer, at least two News Int'l newspapers - the Ne;t's of the
Work/and The Sun - were regularly paying private investigators and police officers substantial sums of money to obtain private information to develop leads for news articles. Private investigators working at the direction of News Int'l reporters and editors, and with the knowledge and consent of senior executives, hacked into thousands of cell phone numbers to obtain voice mails that were used as the basis of stories reported in the newspapers - a practice that became known as "phone hacking." NewsCorp newspapers in the U.K. also regularly paid bribes to police detectives and
9369711 Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 5 of 115
other government officials for information used in their stories, also with the knowledge or tacit consent of senior executives.
4. Phone hacking was widely practiced by NewsCorp's British newspapers from 2001 or earlier until as late as 2010 or 2011 Senior executives of both NewsCorp and News int'l, including
James Murdoch and Brooks, were expressly told about the practices and permitted them to continue,
Other NewsCorp and News int'l executives, including Rupert Murdoch and Hinton, also knew of, or willfully blinded themselves to, the existence and extent of the practices. All defendants failed to exert their control to prevent the activities from occurring, continuing or being publicly concealed.
5. Defendants could not have concealed the extent of NewsCorp's phone hacking activities and police bribes for as long as they did without the active involvement or tacit approval of
Rupert and James Murdoch and their confidants - including Hinton and Brooks - who they had appointed to run NewsCorp's business in Britain. Rupert Murdoch's position as NewsCorp's chairman and CEO gave him extensive control over its operations, as did his family's control of voting shares under the Company's dual class share structure, Rupert Murdoch' s unfettered control over NewsCorp's operations permitted him to pack its Board of Directors - and the boards of important subsidiaries like News Int'l - with friends, family members and close associates who would not - and did not —question how the business was being run, or demand further inquiry when allegations of phone hacking and bribery surfaced.
6. News Intl and its key officers, with the knowledge and approval of senior NewsCorp executives, including the Murdochs, actively sought to conceal the full extent of the Company's illegal newsgathering practices from governmental officials, industry regulators, investors and other members of the public, including by proffering false testimony to Parliament, concealing the results of internal investigations, requesting Scotland Yard to refrain from following up on evidence of
-2- 936971 1 Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 6 of 115
widespread hacking, and making substantial secret payments to private litigants to prevent evidence
of the activities from being presented in public court proceedings. For example:
(a) In 2005, Scotland Yard commenced an investigation into News Int'l's phone
hacking following reports that a cell phone belonging to the royal family had been hacked by News
?t the World royal editor Clive Goodman with the assistance of a private investigator, Glenn
Mulcaire. Scotland Yard arrested Goodman and seized evidence from Mulcaire showing that other
News Int'l reporters were also involved in phone hacking. Police shared that information with
Brooks, who then shared it with other executives. However, Brooks and other executives knew that
police had failed to conduct any follow up investigation, or question the other reporters and editors
identified in the documents seized from Mulcaire, indeed, it appears Brooks requested them not to
do so.
(b) Thereafter, defendants repeatedly relied upon Scotland Yard's failure to arrest
anyone other than Goodman, along with the Company's own internal investigation, to falsely assure
investors that instances of phone hacking had been limited to a single "rogue reporter" who had
previously been arrested, punished and fired. Senior executives, including Hinton, Brooks and
others, repeatedly asserted that there was no evidence to support allegations of widespread phone
hacking or bribery at the newspapers, even while those illegal newsgathering practices were
continuing. As the misconduct continued unabated, defendants' false denials were repeated in
testimony and correspondence presented to Parliament, in NewsCorp press releases, during
NewsCorp's quarterly analyst conference calls, in public speeches and in numerous media reports.
(c) In 2008, News Corp's Board of Directors authorized a nearly £L,000,000
settlement to hacking victim Gordon Taylor (a British soccer star) in order to assure that
"overwhelming evidence of the involvement of a number of senior [News lnt'l]journalists" in phone
-3- 9369711 Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 7 of 115
hacking would not become public, in 2009 and 2010, additional hush money settlements to hacking victims were paid by News Int'l with the knowledge and consent of NewsCorp, after being authorized by James Murdoch or Brooks.
7, Defendants repeatedly asserted that the illegal practices were limited to News qf the
World and were unknown to the newspaper's editors or to senior executives or managers at News
Int'l or NewsCorp. Through this cover-up NewsCorp was able to, and did, largely insulate itself from the impacts of the illegal activities in Great Britain, first by convincing regulators and the public that the misdeeds were perpetrated by "one rogue reporter" in the U.K. and, later, when that cover story became untenable, repeatedly asserting that the practices were limited in scope, were perpetrated without the knowledge of the Murdochs or other key NewsCorp and News Int'l executives, had been fully eradicated, and the negative fallout from the activities had been contained.
For example, and as alleged in further detail below:
(a) When news of the Taylor settlement was reported by a competing U.K. newspaper, The (heard/an, on July 8, 2009, Murdoch publicly and falsely denied knowledge of it;
(b) On July 9 and LO, 2009, NewsCorp published two false press releases categorically denying charges that: (i) there was any evidence of phone hacking at its newspapers by anyone other than Goodman; (ii) its employees had given false testimony to Parliament; and
(iii) there had been a coordinated effort to suppress evidence of those activities;
(c) On July 21, 2009, the legal manager of News Int'l and News of the World falsely testified to Parliament that an investigation by outside counsel had confirmed that there was no evidence of phone hacking beyond Goodman, and no evidence that any News Int'l executives knew of those activities or participated in any effort to conceal them;
-4- 936971 1 Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 8 of 115
(d) On September iS, 2009, similar false testimony was provided by Hinton, appearing by video conference from NewsCorp's worldwide headquarters in New York City;
(e) On February 23, 2010, News Int'l issued a press release in advance of the public release of a Parliamentary report, falsely asserting that the report's charges that phone hacking extended beyond Goodman were politically-motivated lies;
(t) At NewsCorp's annual shareholder meeting on October 15, 20L0, Rupert
Murdoch falsely told investors that "no evidence of any other thing at all" to support charges of phone hacking beyond Goodman had been found, that the Company had "very very strict rules" to prevent activities like phone hacking, and that "[i]f any evidence comes to light, we would take immediate action";
(g) On April 8, 2011 - after the hacking of Milly Dowler's cell phone had been discovered, but before it was publicly revealed - James Murdoch said in a widely-reported interview that, despite additional civil settlements with phone-hacking victims that had recently come to light, the phone-hacking risks had previously been contained such that there was no "reputation crisis" that would affect NewsCorp's ongoing business. Said Murdoch: "[W]hat we were able to do is really put this problem into a box"
8. In testimony to Parliament after the Class Period, James Murdoch and Brooks both admitted that, by 20 LO at the latest, the Company knew that its "rogue reporter" cover story was false. Evidence produced since then shows that they and other senior executives of NewsCorp and
News int'l knew their cover was blown much sooner than that. Despite this knowledge, defendants failed to carry out their duty to correct the prior misrepresentations and testimony that had falsely assured investors, government officials and the public at large that no one other than Goodman had ever hacked a phone for NewsCorp, no one had bribed the police to obtain information for its
-5- 9369711 Case 1:11-cvM4947PGG Document 71 Filed 04/30/14 Page 9 of 115
publications, and any reports to the contrary were verifiably false, as demonstrated by the extensive investigations both Scotland Yard and News int'l had purportedly conducted into allegations of such misconduct.
9. The concealment of the true nature and extent of the illegal newsgathering practices, and senior management's knowledge of or participation in the false denials of those activities, allowed defendants to largely insulate NewsCorp from the fallout from the hacking scandals. As a result, significant risks to NewsCorp's worldwide business and reputation were concealed from investors until after the hacking of Milly Dowler's cell phone came to light. Evidence of those illegal newsgathering activities, together with subsequent disclosures about the concealment of evidence discovered in prior investigations into those activities, revealed that phone hacking had gone on longer and had a much wider scope than previously disclosed, and also revealed management's complicity in authorizing, ratifying and covering-up the true extent of those activities.
10. By the foregoing actions, both individually and collectively, the nature, existence and extent of hacking and bribery at NewsCorp publications, and the risks those activities presented to the Company's public trust and reputation, and its business, was concealed from investors. Risks of reputational harm were highly significant to NewsCorp investors, As a worldwide media conglomerate, NewsCorp's reputation is critical to its ability to carry out its business as a trustworthy newsgathering enterprise, and to demonstrate its fitness to hold broadcasting and other regulatory licenses required to operate its business,
11. The extent of NewsCorp's illegal newsgathering practices in the U.K. and elsewhere, the knowledge of those practices by senior executives at NewsCorp and News Int'l, the extent of the cover-up, and the risks those activities posed to NewsCorp's business and reputation only began to be revealed following the events of July 4, 2011, when the story broke that in 2002 News of the
-6- 936971 1 Case 1:11cv04947PGG Document 71 Filed 04/30/14 Page 10 of 115
Work/journalists had repeatedly hacked into the cell phone of a missing teenager, Milly Dowler, in an attempt to discover her whereabouts. The news unleashed a firestorm of protest against News of the World and its corporate parents, News Int'l and NewsCorp, as the public began to realize, for the first time, that the constant stream of denials and excuses defendants had given to explain away prior accusations of illegal newsgathering activities were, and always had been, nothing but bald-faced lies. Rupert Murdoch was forced to immediately, and publicly, apologize for the Company's misconduct, and on July 6, 201 1 he admitted that phone hacking and police bribery were "deplorable and unacceptable" and promised to put an end to the practices once and for all. Days later, James
Murdoch announced that the News of the World would be shut down, ending its 168-year reign as
Britain's top-selling tabloid,
12. In the days and weeks that followed, additional evidence of the extent ofNewsCorp's illegal newsgathering practices in the U.K., and the lengths to which defendants had gone in lying about and concealing those activities from governmental and public inquiries, came to light. The evidence soon revealed that NewsCorp reporters or investigators had hacked into the private voice mail and e-mail accounts of more than 1,000, and possibly as many as 6,300, individuals, including numerous celebrities and politicians, as well as many common citizens who had found themselves temporarily thrust into the public light.
13. Former News of the World editor Andrew Coulson and Brooks were both arrested,
Hinton resigned as Dow Jones & Company's CEO, and NewsCorp was forced to abandon its much publicized bid to acquire sole ownership of British Sky Broadcasting Limited ("BSkyB"). Scotland
Yard commenced three separate investigations of News Int'l, senior police officials who had provided information to News Int'l were forced out, Parliament reopened its phone hacking inquiry,
-7- 936971 1
Case 1:11cv04947PGG Document 71 Filed 04/30/14 Page 11 of 115
the I I I cui ii n cm ccJ -iii investigation of Tuck tic in tho I ni tc'd States, and numerous ndd' iT olin!
victiiris of'\cus( OI'}1 :s plane iiucIfno CiiIIiL' toionio.
14. tr .i iciiIt ot'tIicc Jc rlojiincius. Nc\' koip common stock .: ;. y more than
17% between July b and JuIy IS, 2011, cai.iilnn Ii! ndrec1. otmi Ili onsofdoTT:i Tn UniiingestoClass
membeis \}10 lad purchased their shares in relianu on the numeroc I [se and misleading
cpl csciltitic)iis cicterdatits ]i,td made or authorized rccnrding phone L, 1 , nd bribery and the
risTcN tFloNc' p I pi ciitcht, ftc' Company's bwiii:'. and Icpntatioli.
News
S 18.50