The agreement is cleverly written. It says, for instance, that a change to the M.E.’s job has to be such that “it could give rise to constructive termination,” and so, if one was looking for a way out, one could argue that since Brauchli agreed to leave, the change doesn’t rise to the standard.

But it doesn’t take an employment lawyer to see that of course the changes to Brauchli’s job easily surpass that standard; Brauchli says as much in his statement: News Corp. wanted to run things its way.

It also says the M.E. would “continue to report to the publisher,” so, I suppose, one could argue that Brauchli was never supposed to be more than a functionary.

But that’s not the deal’s clear intent, and the deal doesn’t say that. Moreover, Thomson has radically transformed, or materially changed, the publisher’s job, which materially changed the M.E.’s job.

I mean, how clever is the committee trying to be here?

The fact that Brauchli didn’t object means, apparently, that the committee can argue that it is not required to act. But, nothing—nothing at all—prevents it from acting to preserve its own prerogatives under the deal. if you’re a committee
with one job in life, why not do it?

Now, of course, cynics will say that this committee was a Potemkin Village all along, and that the luminaries have no interest in protecting the “authority, reporting relationship and consultation rights” of the world’s most important financial news editor.

What does the committee say?

1. “News Corp. Duo Set To Lead Dow Jones As Zannino Resigns”

By Sarah Ellison
7 December 2007
The Wall Street Journal

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Dean Starkman Dean Starkman runs The Audit, CJR's business section, and is the author of The Watchdog That Didn't Bark: The Financial Crisis and the Disappearance of Investigative Journalism (Columbia University Press, January 2014). Follow Dean on Twitter: @deanstarkman.