Will Barry Diller and John Malone settle? A ruling on whether InterActiveCorp CEO Barry Diller violated his proxy agreement with controlling shareholder Malone’s Liberty Media is expected March 28, Reuters reported late last week, based on conversations with lawyers involved with the case.
Reuters said Delaware Chancery Court Judge Stephen Lamb will rule after both sides present briefs March 21.
In November, Diller proposed spinning off IAC’s HSN, ticketing agency Ticketmaster, LendingTree mortgage finders and the Interval time-share business into four separate businesses.
Liberty opposed the deal. It owns 30% of IAC’s equity but has 62% of its voting power. It claimed that if Diller splits the companies with a single-tier voting structure, Liberty’s voting power would be diluted.
If the court rules against Diller, he is subject to removal as chairman and CEO. If the court decides he didn’t breach the proxy agreement, a second argument asking if Diller violated his duty to shareholders with the proposal will be heard.
Diller, a hard-nosed businessman, confessed in testimony last week that his feelings were hurt after Malone -- another tough businessman -- made disparaging remarks about him in an article in The Wall Street Journal last October. Diller said he was sure Malone would call to explain his remarks, but Malone didn’t until some two months later. Diller admitted that the article and the snub hastened his plans to spin off the companies.