NEW YORK Five days of testimony in a case pitting onetime friends Barry Diller and John Malone against each other ended with the judge asking for written briefs and suggesting that a ruling could come by March 28.
Testimony wrapped Friday.
At stake is Diller’s control over IAC/InterActiveCorp, the company he built by combining a few traditional media assets with a host of online entities.
After a couple of days on the witness stand being grilled by Liberty attorney Kevin Abrams, Diller told reporters he liked “the cut and thrust of it.” He also expressed confidence that his view will prevail. “It reinforced my belief that we’re on the side of the angels on this.”
Diller, IAC’s chairman and CEO, is trying to split the company into five firms, each with a single-tier voting structure, meaning each share of stock would have equal voting power.
Liberty Media, which Malone chairs, owns 30 percent of IAC but, because of super-voting stock, controls 62 percent of the voting shares. Malone, therefore, objects to Diller’s plan to seize control from Liberty.
The matter is complicated by Diller’s proxy to vote Liberty’s 62 percent, with Diller claiming that he might vote those shares as he sees fit and Malone saying he must vote them in Liberty’s best interests.
In testimony Friday, Diller described the Liberty proxy as “the most important thing” he has as a tool for running his business.
Liberty is not only looking to terminate Diller’s proxy but to also oust him and his wife Diane von Furstenberg, along with a few others, from IAC’s board of directors.
In about five hours of testimony during two days, Diller sought to convince Delaware Chancery Judge Stephen Lamb that the plan to split up IAC and reduce Liberty’s control over each of its parts was for the benefit of shareholders while Liberty’s objections were based on what was best for Malone and Liberty.
The IAC board, however, hasn’t voted on the plan to split up IAC, so the written arguments Lamb asked for are to include reasons why it is even appropriate to ask a judge to rule on the matter so early in the process. Lamb asked that written briefs be filed Friday.