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May 24, 2012, 1:35 p.m.
Business Models

The newsonomics of trust, news trusts, and Murdoch trustworthiness

Rupert Murdoch might be thinking about putting his British newspapers into a trust. Why haven’t we seen more innovation in how news organizations get owned and governed?

Trust. It’s the foundation of the news business. We’d like to believe that readers trust us to deliver accurate and fair-minded news. We’d like to believe that we can trust each other in the press to be honorable. Trustworthiness, or integrity, is one of the values we’ve most sought as we hire and promote. And trust has never been more a moving target, as we’ve seen a shuffling of owners, top execs, news managers, and long-time journalists. It’s easy to claim — as in “CNN, the Most Trusted Name in News” — but much harder to earn every day.

Trusts, though, also have a legal meaning, as in the entities set up to administer enterprises, those intended to adhere to the principles of those setting up them up.

We have the iconic Scott Trust, set up in the UK by long-time editor C.P. Scott, to sustain the Guardian newspaper (and now news) long into the future. Though threatened by the same disruptive forces faced by all news media, the Guardian has miraculously made it into 2012. Its worldwide digital reach and many changes in news focus and newsgathering still hew to Scott’s basic principles of “honesty, cleanness [now interpreted as integrity], courage, fairness, a sense of duty to the reader and the community.” We have the Poynter trust, set up in 1988, which has kept the Tampa Bay (née St. Petersburg) Times going through the years.

Now we hear that Rupert Murdoch, a name not often mentioned top of mind with the word in question, may set up a trust. That trust would put his London-based quality dailies, including the prized Times of London and Sunday Times, as well as the The Sun tabloid, into a trust. News Corp. COO Chase Carey, according to the Telegraph, is having his execs investigative how such a spinoff could work. In News Corp.’s case, a spinoff of the U.K. papers is intended to win back trust — and allow the wily Murdoch empire a fresh bite of BSkyB apple. That satellite operation, the U.K.’s most dominant, was just about to plop into News Corp.’s portfolio — taking full ownership of the company up from its current 39 percent — when Hackgate erupted.

The idea: segregate out the tainted, hard-for-the-British-establishment-to-trust print properties, so News Corp. can be deemed “morally fit” to own the government-regulated satellite company. The idea emerged over the last several weeks as pundits started war-gaming out endgame strategies for News Corp., given that Scotland Yard’s fury at having been compromised means that legal cases against former News Corp. exec Rebekah Brooks and numerous others look like they will proceed well into 2014, at least.

In 2014, Rupert Murdoch, will be 83.

So why not go for a twofer? News Corp. could double-down on the closure of the News of the World gambit; no papers, no problem. It would allow News Corp. to focus on its most profitable businesses like movies, satellite, and cable without the management distractions (and financial drain) of the papers, much to the cheers of investors. The quality papers, like all of the quality press in London, with the exception of the Telegraph, are money losers.

Then, the new News Corp. — with James Murdoch biding his time for the present; when you’re young and in-waiting, even a corner castle suite can be satisfying for a long time — makes its new play for all of BSkyB, having proven its trustworthiness by giving away, for god’s sake, the papers Rupert Murdoch loves most. What else can we do to prove out how trustworthy we are, execs would ask regulators incredulously, while the attorneys would claim that the ridding of the tainted newspaper fruit removes any legal basis to object to News Corp. buying BSkyB.

Yes, MP Tom Watson and the Murdoch Avengers would harrumph a great deal — but would they be able to stop the deal, over which Parliament may have no legal say? Never underestimate Rupert Murdoch’s ability to come back from the near-dead. As observers search for suitable metaphors, one we’ve heard more often is “driving the stake into the heart” of Murdoch or his U.K. operations. How many stakes, driven into whose hearts, is the tactical question here, as we move from metaphor into the three-continent realpolitik world of Murdoch.

One reason News Corp. may move forward with the trust idea rather than a sale of the properties is that it may meet a market without buyers. With the Times’ losses, it’s tough to come up with logical buyers for the papers. Why mess with the market, though, if you can both perform an act of public service — save the venerable Times, only nine years younger than the United States — and move on? Rupert already has denied that his company is studying such a move, though the Financial Times has joined the Telegraph in describing trust discussions within News Corp.

If the trust spinoff moves forward, it could have profound implications for the U.K. press. That press has seen as much or more disruption than the U.S. press; broadband penetration is greater, and digital ad spending passed print two years before it did in the U.S. Now the U.K. recession further depresses the ad market.

Consequently, at least two questions tumble out of the potential News Corp. spinoff. First, who exactly would run the new organization? Second, why have we heard so little of potential trusts in U.S., given the freefall in valuation of the press here, and now a cascade of newspaper property sales, the last Warren Buffett’s surprising pick-up of Media General newspapers (“Berkshire Hathaway Media Group: Financial Engineering Makes the Deal”).

Curiously, we heard a lot more about the promise of civic newspaper trusts a few years ago, as the recession marked a major turndown in newspaper fortunes and markdown in their prices. It’s possible we may hear more about it again this summer, when Tribune finally exits bankruptcy, as it prepared to do this week with a corporate reorganization. Civic-minded groups in both Baltimore and Hartford surfaced early on as Zell’s glass house began to crack, and they could again.

Overall, though, what we’ve seen is the game of billionaire and millionaire bingo. Newspaper properties, at a tenth or so of their prices of a decade ago, now are within the reach and grasp of many more people. Yet, that leaves us — the readers — as spectators to the drama of who will control our news. Says Chris Mackin, an expert in the field of employee ownership, “That leaves us dependent on the kindness of rich people, on persistent angelic interventions.”

It’s not that there haven’t been efforts to corral old media assets into public trusts of one sort or another. Bernie Lunzer, The Newspaper Guild’s president, is among those working to empower L3Cs, essentially “low-profit” companies, now chartered in six states and proposed in others. B corporations and ESOPs (Employee Stock Ownership Plans, made infamous by Sam Zell’s perversion of them in taking over, and then quickly under, the Tribune Company) are other related options. Each of these forms and the classic “trust” itself do something fairly simple goal: They add a layer of purpose — usually serving the public through journalism — to the fiduciary responsibilities of public companies to maximize profit for the shareholders. Yet with all the thinking and strategizing, we have few examples of using nonprofits of one sort or another to take over failing newspaper assets.

Why? We can tick off a few reasons. For-profit newspaper companies prefer selling to other for-profits; it’s neater and cleaner. Nonprofits are messier in their structure and would expect “below-market” pricing. Some point to the the lack of fiscal discipline nonprofits may have.

Others point to the difficulty of raising new capital within a non-profit structure — and given the downward spiral of newspaper companies, new capital is often needed. “The question we are dancing around is will news media need investment capital?,” says Mackin. “If so, we cannot abandon ownership structures that permit investment.”

Add together all the questions, and not much happens — other than the wealthy and private equity, such as Alden Global Capital, buying assets.

There’s one more big reason: If you want to inject new money into a public-service journalism company, most would rather pump it into a new company, like The Texas Tribune, the Center for Investigative Reporting/California Watch, or MinnPost. That’s cleaner too. The tradeoff: The brand, cash flows, and newsroom scale are gone, but so are the multiple headaches of asset conversion and operation of a legacy news company.

For those newer nonprofits — and for whatever spinoff News Corp. may design in London — the question of “governance,” while seemingly a dry one, makes all the difference in how good and how much journalism can be done and whether a news operation can meet the multiplatform challenges of this decade.

Governance and management are two peas in the same pod. The question of who hires and reviews management is key and often overlooked.  That question, though, is one we are seeing played out widely, from the Center for Investigative Reporting/California Watch merger with Bay Citizen to the move, to push regional public radio hard into public media, to what could happen to the Times of London. We could also say that the complexion of boards in traditional newspaper companies may be part of the problem in transforming those companies for the digital-heavy near-future.

“Good boards value independence from management,” says Bill Davis, the CEO of Southern California Public Radio/KPCC, which is now making a major push to fill Los Angeles’ news vacuum and compete more directly with The Los Angeles Times (“The newsonomics of the death and life of California journalism“).  “Bill Kling [the now-retired head of Minnesota Public Radio, which bought KPCC and turned it into a dynamo] made my life a lot easier, filling the founding board with passionate doers.” Davis has built on that legacy, building what may be a prototypical new board for the new digital news age. The ingredients: money (personal giving, philanthropy connections), diversity (ethnic, cultural, political), and spunk. He credits the board with re-energizing organizational nerve for a capital campaign — and now for forging ahead in building one of the most ambitious local news experiments in the U.S., now midstream in the process of adding 40 positions for local news.

“We’ve had Club for Growth board members and civil rights attorneys. What we want is independent collegiality and collegial independence.” Few boards can stake such an aim, or claim.  Kling, Davis’s mentor, has long keyed in on this boring topic of governance, saying lackadaisical or poor governance has long held back the potential of public media in the U.S. Those views didn’t win him friends all over public radio country, but he can take some comfort in being right. The more we look at the news scene — nonprofit, as well as profit-seeking — we can see his point ever more clearly.

While KPCC aims to get public service journalism right, the new millionaire owner down I-5, Doug Manchester is raising new fears about his use of the just-bought San Diego Union-Tribune as a political weapon. Manchester is now in negotiations to add the Orange County Register to his holdings.

Further north in the Bay Area — California increasingly seems a petri dish of new journalism — that combined Center for Investigative Reporting/California Watch/Bay Citizen “entity” is taking shape. CIR, now with a staff of 70, including 50 content creators, also is staking out a major claim to trust, as it stabilizes itself on a $10-11 million, Knight/MacArthur-led budget.

Yet its board makeup is still a work in progress. Phil Bronstein, former San Francisco Chronicle editor, is now executive chairman of the new board, first put together in an agreement guaranteeing equal number of board seats to the two parties in the March merger, CIR/California Watch, and Bay Citizen. The latter, of course, funded by the late San Francisco philanthropist Warren Hellman, quickly became a cautionary tale of how not to organize a news startup for success, in part due to its board being heavier on civic virtue and lighter on journalistic savvy.

Now with four more seats to fill, Bronstein is clear that he wants to add skills to his board, naming expertise in branding, marketing and mobile to his wish list. Add to those more technology-forward thinkers and — always — well-connected fundraisers, and you see the challenges and needs of news organization oversight. (And I’d have to ask how many traditional newspaper boards have or are seeking newer skill sets?)

Which brings us back to the Times of London and Sunday Times. In addition to the financial and legal questions, there are huge questions ahead. Who’s on the board? What kind of skills and connections do they have? Who is the management? What degree of oversight is exercised? (Too much or too little could be disastrous.) What would the news organizations have in terms of resources, once they’re no longer subsidized by News Corp.?

In most cases, we’d assume a trust would be totally independent of the company that may have spawned it. Rupert Murdoch, however, has proven a master of promising independence (see Harold Evans on the Times of London acquisition, or the Wall Street Journal acquisition) and then true to his proprietorship, quickly assuming full control. In this case, the degree of independence from News Corp. itself would be closely watched.

Trust is a simple word, but it stands for so much, legally, morally and ethically. As we enter the next wave of news wars, it’s one virtue being sorely tested every day.

Who do you trust to get you the news?

Photo by zimpenfish used under a Creative Commons license.

POSTED     May 24, 2012, 1:35 p.m.
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