John Malone Vs. Barry Diller: All You’ll Ever Need To Know

0129diller.jpgThe major media story of the morning is John Malone‘s lawsuit trying to kick Barry Diller out of IAC, which is going to cause some major reprecussions in the worlds of new (and old) media… regardless of how it turns out.

Here’s a synopsis of what’s going on, in simple English:

Malone is the Chairman of Liberty Media Corp. Liberty controls Diller’s IAC through a majority voting stake. Both Diller and Malone are incredibly rich white men who would like to be the sole honchos of IAC. Diller is the CEO of IAC, whose assets include everything from Ticketmaster, Citysearch, the Home Shopping Network, and among others. Malone is angry over Diller’s attempts to spin off HSN, Ticketmaster, LendingTree and Interval International. As a result, Liberty filed a lawsuit in Delaware demanding the ouster of Diller, Diane von Furstenberg, Edgar Bronfman Jr. and Steven Rattner (along with three others) from the IAC board. In other words: Big, big news.

Additional insight/commentary:

  • All Things Digital/Kara Swisher: “A recipe for mogul mud wrestling, if ever there was one.”

  • Huffington Post: “It has become ridiculously contentious between the two of them,” said one source close to both men. “They are genuinely at war.”

  • Jossip: “Naturally, both parties find themselves in the right, though sticking to character, Diller is getting more boisterous about it. Queen.”

  • Media Wire Daily: “Clearly Malone and company are congregating on IAC’s borders for a full scale attack with the objective of regime change at IAC. But will Malone’s potential invasion be unilateral or will he bring others on board? Malone is not known for raiding corporations and forcing change like the Suge Knight of corporate America Carl Icahn.”

  • New York Magazine/Daily Intelligencer: “Now, Malone is attempting to get around a proxy agreement that guarantees Diller a voting stake in IAC, and eject him from the company for good, citing Diller’s “misconduct” and criticizing the giant paychecks he writes himself.”

  • New York Times: “These people are insane,” Mr. Diller said in a phone interview Monday night. “IAC has taken no action except to seek a ruling whether it has a right to split up the company.”

  • Search Engine Land: “The volume of the legal squabble is likely to increase as IAC reorganizes. It could also represent a big distraction for the highest level executives in the company from the core mission of running the business.”

  • Wall Street Journal: “We’ve been watching from a distance as a sexy litigation battle unfolds down at the Delaware Court of Chancery between media moguls John Malone and Barry Diller. It’s so exciting, if for no other reason than that it might generate one of those classic opinions from either Chancellor Chandler or Vice Chancellor Strine. Don’t disappoint us guys!”

    IAC’s official statement accusing Liberty of “going off the deep end” after the jump.

    IAC today issued a statement regarding a lawsuit by Liberty Media.

    Last night, Liberty Media took the extraordinary action of attempting to claim control of the voting power of IAC and replacing a majority of its directors. The action is preposterous. Liberty does not control IAC. Barry Diller continues to be the Chairman and CEO of IAC, the Board of Directors of IAC elected at last summer’s stockholders meeting continues to manage the affairs of the Company, and IAC management continues to work in the best interest of its stockholders toward consummation of the previously announced transactions in which it will separate into 5 public companies.

    The chain of events that led to this point is quite simple. Mr. Diller recommended to IAC’s Board of Directors earlier this month that IAC’s previously announced spin-off transactions be structured so that all shareholders receive the same class of stock in the resulting companies, while IAC continues with its dual class stock structure. This recommendation was made because a dual class voting structure, like that of IAC, was far less compatible with the fundamental business rationale driving the Board’s spin-off, which was unanimously approved last November by IAC’s Board of Directors, including Liberty’s two Board designees. Mr. Diller was very clear at its January Board meeting that the Board was not being asked to act upon this recommendation at the meeting, but would be given further time to deliberate on the issue, including additional discussions with management and advisors, prior to a Board vote. The Board in fact took no formal action relating to the issue. At the meeting, Liberty objected to the single class structure, alleging that this would violate various contractual and legal obligations. As a result, IAC and Mr. Diller filed an action in Delaware court to seek affirmation of its view of their rights. It did this so that a court could promptly resolve the dispute before either IAC, its shareholders, or Liberty could be injured by any one taking definitive actions based on conflicting interpretations of the governing documents.

    Despite this well intentioned effort at peaceful resolution, Liberty has now gone off the deep end, not only alleging that Mr. Diller has somehow materially breached his proxy by which he has voted Liberty’s IAC shares for over 12 years, but also purporting to unilaterally throw out the incumbent directors and installing its own slate.

    Regardless of whether IAC and Mr. Diller are correct about their rights to effect a single-class voting structure in the spin-offs, which they are confident they are, the contention that Liberty is now in control of the Company is inexplicable. Nothing has happened yet. No Board has decided anything. No shareholders have voted (or been asked to vote) on anything. No agreements have been signed. The requisite filings have not been made with the SEC. No transactions have been consummated. Even after reading the various complaints repeatedly, Liberty’s theory that it now controls IAC is incomprehensible.

    This action is a desperate sideshow designed to exert pressure on the Board and management of IAC as they attempt to responsibly act in the best interest of their stockholders. All it demonstrates is that Liberty will stop at nothing to advance their own interests at the expense of the other stockholders. Needless to say, IAC will not be daunted. IAC and Mr. Diller are highly confident that they will prevail on the merits of the ongoing litigation, and regret the fact that IAC’s employees and stockholders have been exposed to such reckless and frivolous actions.

    About IAC

    IAC operates leading and diversified businesses in sectors being transformed by the internet, online and offline… our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. To view a full list of the companies of IAC please visit our website at