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Tegna in Conflict With Largest Shareholder Over M&A, Board Seats

Tegna’s leadership is in conflict with its largest shareholder over the recent collapse of a prospective sale of the company (see 2003300043), per a letter to shareholders from CEO Dave Lougee and Chairman Howard Elias Tuesday and a recent statement…

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from its largest shareholder, Standard General. Standard, which owns 9.7 percent of Tegna, pushed candidates for election to the company’s board, and Lougee and Elias asked shareholders to reject the slate. The current Tegna leadership and Standard each created websites about the conflict: Tegnavalue.com urges shareholders to keep the current board, while tomorrowstegna.com touts Standard General founding partner Soohyung Kim's qualifications to be on Tegna’s board. “Your Board believes election of Standard General’s nominees, especially at a time of unprecedented stress on every business, could disrupt our successful efforts to deliver superior, sustained value to our shareholders,” said Lougee and Elias. “The Board's actions appear designed to end this process before it can even begin in earnest,” said Kim of the aborted sales in a release. “This is just the latest in a troubling pattern of behavior.” Lougee and Elias said Kim’s connections to broadcasters are conflicts of interest, and fault his involvement in bankruptcies at American Apparel and RadioShack. Tegna’s leaders defended their mergers and acquisition strategy, saying they maintained “ample room” under the FCC national ownership reach cap, and saying the company is positioned well to participate in “future consolidation.” Tegna leadership “is open to all potential transactions to generate value but we will only pursue a transaction if it is in the best interests of all of our shareholders.” The shareholder meeting is set for April 30 but could be held “fully virtual” due to COVID-19 precautions, the letter said.