‘A carefully crafted charade’: Unsealed court file reveals what happened behind-the-scenes in the Rupert Murdoch succession plan

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3370
IN THE SECOND JUDICIAL DISTRICT COURT OF THE STATE OF NEVADA
IN AND FOR THE COUNTY OF WASHOE
In the Matter of the: Case No. PR23-00813
DOE 1 TRUST Dept. PR
_____________________________________/
FINDINGS OF FACT AND CONCLUSIONS OF LAW AND RECOMMENDATION
FOR ORDER
On December 7, 2023, Petitioner K. Rupert Murdoch filed a Verified
Amended Petition to Assume Jurisdiction Over Trust and for Declaratory Relief (the
“Petition”), seeking, among other related relief, declaratory judgment regarding
the validity of a certain amendment to the Murdoch Family Trust (the “MFT”)
made through its Trustee, Cruden Financial Services LLC (“Cruden”). Cruden
joined the Petition on December 20, 2023, and Petitioner supplemented his
petition on January 5, 2024. On January 15, 2024, beneficiary Lachlan Murdoch
filed a Response and Partial Joinder to the Petition. Trust beneficiaries Prudence
MacLeod, Elisabeth Murdoch, and James Murdoch, and Cruden Managing
Directors Richard Oldfield, Mark Devereux, and Jesse Angelo (who are collectively
F I L E D
Electronically
PR23-00813
2024-12-07 07:09:13 PM
Alicia L. Lerud
Clerk of the Court
Transaction # 10716644

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referred to as “Objectors”) filed their Amended Objections to Verified Amended
Petition to Assume Jurisdiction Over Trust and for Declaratory Relief (the
“Objection”) on April 12, 2024.
An evidentiary hearing on the Petition was held for six days before the
undersigned Probate Commissioner beginning September 16, 2024. In lieu of
closing arguments, closing briefs were submitted by each party on October 23,
2024, and reply briefs were submitted November 13, 2024. Having heard the
evidence, and considered the arguments of the parties, the undersigned enters
the following:
Findings of Fact
A. Procedural Background
1. The court entered a Recommendation for Order Granting in Part and
Denying in Part Motion for Summary Judgment in this case on June 17, 2024 (the
“RSJ”). This recommendation was confirmed by an order of Judge Lynne Jones of
Department 6 on December 6, 2024. Included in the RSJ are 65 “undisputed
facts”. No party objected to these findings of fact and they are treated as
conclusively established in this case. See NRCP 56(f). These findings of fact are
incorporated here by reference and repeated here where integral to the court’s
determination of the issues.
2. During the evidentiary hearing, the court heard from twelve fact
witnesses and three expert witnesses. In accordance with the court’s
Recommendation for Pretrial Order entered September 5, 2024, the parties

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submitted designated deposition testimony from four additional witnesses on
September 23, 2024. Through witness testimony, approximately 275
documentary exhibits were admitted into evidence.
3. Each of the fact witnesses who testified provided evidence that the court
found credible and helpful to the fact-finding process. Just as in any evidentiary
hearing, almost all witnesses provided testimony that was at times self-serving;
this does not necessarily make a witness’s testimony not credible. Some
witnesses (as detailed below when relevant) provided testimony that was, at least
in part, less than credible. The court declines Petitioner’s invitation to disregard
all of Objectors’ testimony as not credible, and disagrees with Petitioner’s
suggested finding that, as a whole, all of “Objectors’ testimony throughout the
trial was conspicuously inconsistent, contradictory, and full of inherently
incredible explanations”. See K. Rupert Murdoch’s Closing Trial Brief at p. 89-90.
4. Similarly, the court declines to draw any negative inferences from the
non-appearance of any witness. See K. Rupert Murdoch’s Closing Trial Brief, at fn.
42; Objectors’ Response to Petitioners’ Post-Trial Briefs at p.25. The court finds
that sufficient evidence was adduced by the parties to support the court’s
conclusions of law and that the fact-finding process was not compromised by the
nonappearance of any witness or witnesses.
5. Following the evidentiary hearing in this case, the Objectors filed
Objectors’ Motion to Strike Witness Testimony on September 23, 2024, days after
the witnesses at issue had testified and been dismissed. The motion was not
made contemporaneously at trial and is therefore untimely. The court’s

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recommendation is that the motion is denied.
6. This court has fully adjudicated Petitioner’s first claim for relief, on p.
13, paragraph A of the Petition, through its Order Sealing Proceedings and Closing
Court Hearings on January 26, 2024 and its September 12, 2024
Recommendation for Order Granting in Part and Denying in Part Motion to
Intervene, Motion for Access, and Motion to Unseal.
7. Unless otherwise qualified, all the court’s findings of fact set forth herein
are found by a preponderance of the evidence.
B. Jurisdiction
8. Cruden, the duly appointed trustee of the MFT, is a Delaware limited
liability company that is a family trust company under NRS 669A.133. RSJ §16.
9. Cruden’s principal place of business is Reno, Washoe County, Nevada.
Ex. 0008.2.
C. Factual Background
1. The A.E. Harris Trust
10. The origins of the MFT date back to 1970 when, in an effort to avoid
high Australian death taxes, Keith Rupert Murdoch (“Rupert Murdoch”,
sometimes referred to in the evidence as “KRM”) first elected to place his assets
into a trust—the A.E. Harris Trust—for the benefit of his immediate family. KRM,
9/17 AM 86:21-87:9; Ex. 0003.3.
11. The A.E. Harris Trust was based in Australia and named for its settlor

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(and Rupert Murdoch’s friend) Albert Edward Harris. KRM, 9/17 AM 9:1-2; Ex.
0003.2. The trust assets originally consisted of Rupert Murdoch’s share of the
Murdoch family’s controlling stake in News Ltd., the holding company of an
Australian-based newspaper and predecessor entity to what are today Fox
Corporation (“Fox”) and News Corporation (“News”). KRM, 9/17 AM 8:4-17,
0009:7-9.
12. The A.E. Harris Trust was settled on August 27, 1970 as an irrevocable
trust for the benefit of Rupert Murdoch’s then-spouse Anna Murdoch (sometimes
referred to in the evidence as “Anna Mann”), any of Rupert Murdoch’s future
wives, Rupert Murdoch’s descendants, their spouses, and charities (collectively,
the “Eligible Beneficiaries”). KRM, 9/17 AM, 9:7-9; Ex. 0003, ¶¶ 1(b), 3(a).
13. At the time the A.E. Harris trust was settled, Rupert Murdoch had two
children, now known as Elisabeth Murdoch and Prudence Macleod. See Ex.
1462.101.
14. The trust was structured as a “pot” trust—i.e., a single trust
administered for the benefit of all the Eligible Beneficiaries, to whom
distributions of both income and principal were completely discretionary. Ex.
0003, ¶ 4.
15. The terms of the A.E. Harris Trust expressly authorized the
trustees to make distributions for the benefit of one Eligible Beneficiary to the
exclusion of others. Ex. 0003, ¶ 3(a). Thus, the Eligible Beneficiaries had no
expectancy of any distribution, and no right to compel distributions and no
guarantee that distributions would be equal. During its existence, distributions

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from the AE Harris Trust were only made in “small amounts.” Oldfield, 9/18 AM,
7:12-15, 16:14-17.
2. Rupert Murdoch’s Divorce from Anna Murdoch and the Marital
Settlement Agreement
16. During their 31 years of marriage, Rupert Murdoch and Anna Murdoch
had three children, Elisabeth Murdoch, Lachlan Murdoch, and James Murdoch.
Stipulation of Undisputed Facts (“SUF”) #5 (September 16, 2023). These three
children and Rupert Murdoch’s first daughter Prudence Macleod are referred to
herein as the “Adult Children”, notwithstanding that Rupert Murdoch’s later-born
children are now also adults. Prudence Macleod, Elisabeth Murdoch, and James
Murdoch (excluding Lachlan Murdoch) are sometimes referred to herein as the
“Objecting Children”.
17. Rupert Murdoch and Anna Murdoch divorced and entered into a
Marital Settlement Agreement on or about June 8, 1999 (the “MSA”) Ex. 0007;
SUF #6; J. Murdoch 9/18 PM, 192:5-13.
18. At the time of the divorce, Anna Murdoch negotiated with Rupert
Murdoch to give the Adult Children a means to protect their interests against
dilution if Rupert Murdoch were to have more children. Ex. 0007, Article 19(D)(5);
J. Murdoch 9/18 PM, 193:23-194:1.
19. Specifically, Anna procured changes to the governing documents of
the trustee entities of the A.E. Harris Trust. The MSA provided that there would
be eight shareholders of each of the A.E. Harris Trust’s two trustee entities: four
nominated by KRM, and four nominated by the Adult Children, with each adult

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child nominating one shareholder. The articles of the trustee entities would also
be amended to provide that the shares held by the nominees of each of the Adult
Children would “entitle their holder to appoint one director of that company.” Ex.
0007 at ¶ 19(D)(5)(a), (c).
20. The articles of the trustee entities were further amended to provide that
any resolution to distribute assets of the A.E. Harris Trust to any Eligible
Beneficiary other than a charity would require a majority of six of the eight
directors voting in favor. In other words, no distribution could be authorized to
any of the Eligible Beneficiaries other than a charity without at least two of the
directors appointed by the Adult Children signing off. Ex. 0007 at ¶ 19(D)(5)(b).
21. The MSA further required Rupert Murdoch to execute a deed poll
relinquishing his ability to appoint trustees with different governing principles,
which he did execute. Ex. 0007.48; Ex. 0005. Accordingly, any successor trustee
of the A.E. Harris Trust would have directors appointed by Rupert Murdoch as to
one-half the voting power, with the other half of the voting power exercised by
directors appointed by each of the Adult Children.
22. Finally, because the A.E. Harris Trust granted a right to Rupert
Murdoch’s executor to appoint additional Eligible Beneficiaries or trustees after
his death, the MSA provided that Rupert Murdoch would name the Adult
Children as his executors. Ex. 0003 ¶ 1(b)(5)(c); Ex. 0007 at ¶ 8.
23. Neither Cruden nor the MFT were addressed in the MSA, because
neither yet existed. SUF # 11; Ex. 1055.

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3. Rupert Murdoch’s marriage to Wendi Deng and the birth of Grace
Murdoch and Chloe Murdoch
24. After KRM’s divorce from Anna Murdoch, he married Wendi Deng, with
whom he later had two additional children: Grace (born in 2001) and Chloe
(born in 2003) (together, the “Younger Children”). SUF ## 8–9. Because of
the terms of the MSA, the Younger Children could not receive distributions from
the A.E. Harris Trust without the consent of at least two of the directors
appointed by the Adult Children. Ex. 0007 at ¶ 19(D)(5)(b).
4. The 2004 Formation of Cruden and Change in Situs of the A.E.
Harris Trust
25. On April 6, 2004, it was announced that News Ltd. planned to
reincorporate in the United States from Australia. SUF # 10. The A.E. Harris
Trust was domesticated to the United States from Australia via the
appointment of a new, U.S.-based trustee: Cruden. Oldfield, 9/18 AM, 8:3-8; J.
Murdoch 9/18 PM 201:20-202:2. Cruden was formed in Delaware on August 20,
2004 for the purpose of acting as trustee of the A.E. Harris Trust, and the
previous trustee entities of that trust each resigned in its favor. Exs. 0008, 0011;
SUF ## 12, 13.
26. As the new trustee of the A.E. Harris Trust, in accordance with the
terms of the MSA, Cruden was initially managed by eight Managing Directors
(“MDs”): four “Class A” MDs named by Rupert Murdoch, and one “Class B” MD
named by each Adult Child (namely, Michael Ball, nominated by Lachlan
Murdoch; Jesse Angelo, nominated by James Murdoch; Richard Oldfield,

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nominated by Prudence Macleod; and Mark Devereux, nominated by Elisabeth
Murdoch) Ex. 0013, at Section 1.1(b).
27. The Cruden OA “expressly incorporate[s]” a Designation Agreement
naming Mark Devereux, Richard Oldfield, Jesse Angelo, and Michael Ball as
Cruden MDs. While the Designation Agreement provides for each MD to appoint
his own successor, the powers of attorney executed by each of the MDs then cede
that right back to each of the Adult Children. See Ex. 2029.13 (2004 Cruden
Operating Agreement); Ex. 0030.11 (2006 Cruden Operating Agreement); see Ex.
0013.4 (Designation Agreement). In this way the Adult Children have continued
into the present day to maintain control over the appointment of one “Class B”
MD, and Rupert Murdoch has continued to control the appointment of all the
“Class A” MDs.
28. All initial Cruden documents—the Cruden Operating Agreement;
Designation Agreement; Policy and Procedure Manual; Managing Director
Agreements; and powers of attorney for the Adult Children’s MDs—were all
executed simultaneously, on October 14, 2004. See Ex. 2029; Ex. 0013; Ex.
0012; Ex. 0021.
29. The Cruden operating agreement (“Cruden OA”) initially required that
any distribution from the A.E. Harris Trust, other than to a charity, be authorized
by at least six of the eight MD votes. Ex. 2029, at § 8.2(b)(2). Thus, just as before
the change in situs, at least two of the MDs appointed by the Adult Children had
to agree to make a distribution to the Younger Children. Ex. 0007 at ¶ 19(D)(5)(b);
J. Murdoch, 9/18 PM, 202:6-25.

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D. Creation of the MFT and Amendments to the Cruden OA
1. The MFT
30. In 2004, after the births of Grace Murdoch and Chloe Murdoch, Rupert
Murdoch approached the Adult Children and told them that he wanted to ensure
that Grace and Chloe were “treated equally with [his] four older children. KRM,
9/17 AM 131:23-132:1; Ex. 0009.1
31. Effectively, the Adult Children could not receive distributions without
the consent of the Class A MDs and Rupert Murdoch could not obtain a
distribution for the Younger Children without the consent of the Adult Children’s
MDs. Meaning, Rupert Murdoch needed the Adult Children’s agreement to
include the Younger Children in the wealth held by the MFT.
32. The ensuing negotiations between Rupert Murdoch, the Adult Children,
and the Younger Children, each represented by counsel, spanned two years. The
negotiations resulted in Cruden’s unanimous approval of two new instruments: (i)
an entirely new trust, the MFT, into which the A.E. Harris Trust decanted its
assets, with Cruden as sole trustee, Ex. 1055; and (ii) an amended and restated
Cruden OA, Ex. 0030. J. Murdoch, 9/18 PM, 252:20-253:3; 9/18 PM 252:20-22;
Devereux, 9/17 PM, 29:2-7.
33. All four Adult Children were jointly represented by Barbara Robinson of
Debevoise & Plimpton during the negotiations, Oldfield, 9/18 AM, 12:8-11, and
were closely involved in the negotiations over the terms of the MFT and the
revised Operating Agreement for Cruden. E. Murdoch, 9/18 AM, 156:7-12, 11:17-
12:7; Devereux, 9/17 PM, 28:16-19.

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34. The resulting trust and operating agreement differed from the A.E.
Harris Trust’s provisions in several important ways:
a. The A.E. Harris’s pot trust structure was replaced with six
separate sub-trusts—one for each child and his or her family line—
thereby guaranteeing that a set percentage of the MFT assets would
benefit each Adult Child’s family line. Ex. 1055, Article First;
b. Terms providing that the Adult Children’s sub-trusts were
protected from further dilution by requiring that subsequent shares
created for later-born children would be carved from Grace and
Chloe’s sub-trusts. Ex. 1055, Article Second, ;
c. Multiple terms requiring economic equality among the sub-
trusts. See, e.g., Ex. 1055, at Article First, Section (A)(2) (requiring
equalization of income distributions among sub-trusts); Section
(B)(3)(a) (requiring equalizing distributions of principal among sub-
trusts under certain circumstances);
d. Terms requiring mandatory distributions of 85% of each
sub-trust’s income annually, resulting in guaranteed distributions to
the beneficiaries of each sub-trust every year. Ex. 1055, Article First,
Section (C)(1); Oldfield, 9/18 AM, 14:18-22; Devereux, 9/17 PM,
99:21-100:5;
e. Terms granting a right of first refusal to the Adult Children,
allowing them to purchase voting shares in News Corporation prior to
their sale by Cruden to a third party. Ex. 1055, Article Tenth;

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f. A right to receive any proceeds from a sale of shares in the
Companies outright, rather than to have those proceeds reinvested at
the MFT level. Ex. 1055, Article Sixth, Section (A);
g. The addition of a spendthrift clause that, under Nevada’s
creditor-protection laws, would shield the MFT’s assets from
creditors. Ex. 1055, Article Eleventh;
35. In exchange, Rupert Murdoch bargained for the establishment of sub-
trusts for Grace Murdoch and Chloe Murdoch. See Ex. 1055, Article First.
36. Rupert Murdoch also retained a limited right to designate successor
trustees of the MFT, as follows:
During KRM’s life, KRM may designate successor
Trustees provided, however, that any such successor
Trustee is either (i) a company with identical governing
principles as the governing principles of Cruden
Financial Services LLC as of the date hereof, or (ii) a
person or entity approved of in writing by all of KRM’s
then living children who were born before June 1, 1999
...
Ex. 1055, Article Eighth, Section (A).
37. Further, because Rupert Murdoch had no authority to appoint
additional Eligible Beneficiaries of the MFT and his power to designate trustees
did not pass to his executor, the Adult Children waived their right to be appointed
as his executors, as previously required under the MSA. Ex. 0032 (Waiver and
Release Agreement).
38. The parties also agreed that, except as to Grace Murdoch and Chloe
Murdoch’s sub-trusts, Cruden would have the authority to amend the terms of
the MFT:

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[T]he Trustee, by a duly acknowledged instrument in
writing, may at any time or from time to time, revocably
or irrevocably, amend the provisions of this Declaration
with respect to any sub-trust for the sole purpose of the
benefit of the Individual Beneficiaries then interested in
any such sub-trust if the Trustee, in the Trustee’s
discretion, determines that such amendment would be
in the best interests of such Beneficiaries.
Ex. 1055, Article Ninth, Section (A) (emphasis added).
39. Objectors were aware of the Amendment Power from its inception.
Devereux, 9/17 PM, 30:2-11, 31:10-14; Ex. 1034.1.
40. Likewise, the MFT included a provision granting the trustee a power to
extend the term of the MFT beyond its default termination date of 2030. Like the
amendment power, this power in the trustee to extend the term of the trust was
known to the Adult Children. Ex. 1034.1.
41. The extension of the term of the MFT is limited only by Article
Fourteenth, Section (A) of the MFT, which provides that the trust shall terminate
no later than 21 years after the death of the last survivor of the descendants of
Rupert Murdoch’s parents alive on August 17, 1970, or the allowable perpetuities
period under applicable law, whichever happens later. Ex. 1055.33; See also Ex.
0003.20, ¶19 (A.E. Harris governed by law of place of successor trustee).
2. Restatement of the Cruden OA
42. At the time the MFT was negotiated, a restated Cruden OA was also
negotiated. First, Cruden’s operating agreement was amended and restated as of
December 14, 2006 such that its management structure was substantially and
functionally identical to that of Secure Nominees Pty Limited and Safeguard
Nominees Pty Limited, the former trustees of the A.E. Harris Trust. Specifically,

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under the Amended and Restated Operating Agreement effective as of December
14, 2006, one-half of the voting interests of Cruden were to be exercised through
two MDs appointed by Rupert Murdoch, and the other half were to be exercised
through four MDs, one appointed by each of the Adult Children. RSJ ¶ 12
43. Also on December 14, 2006, an Amendment to the Amended and
Restated Operating Agreement became effective, which included amending
Cruden’s Amended and Restated Operating Agreement to provide, at Section 7.5(c),
that “as a condition to the taking of any action by the Managing Directors that has
the effect of treating any sub-trust for the benefit of an Adult Child or any of his or
her descendants differently from any sub-trust for the benefit of any other Adult
Child or his or her descendants ... among the Managing Directors registering a
vote in favor of such action must be the Approving Director ...” An “Approving
Director is the MD appointed by the Adult Child whose sub-trust is treated
differently by the Cruden action (or that MD’s successor). RSJ ¶ 13.
44. The Amendment to the Amended and Restated Operating Agreement also
deleted and replaced Section 16.2 of the Cruden Operating Agreement with the
following (in relevant part):
16.2 Amendments; Prohibited Amendments ...
(c) Notwithstanding anything to the contrary in this Agreement, an
amendment to Section 7.5(c) of Article VII Managing Directors ... will be
effective only if approved by the affirmative vote of all Managing Directors
then in office cast at a meeting of Managing Directors duly called and held or
by written consent in lieu of a meeting of Managing Directors. RSJ ¶ 14.

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45. Article XVIII to the Amended and Restated Operating Agreement provides
that upon KRM’s death, Cruden was to be controlled by only four Managing
Directors, one appointed by each of KRM’s adult children. RSJ ¶ 15.
46. For tax reasons, the Cruden OA further requires that a majority of the
MDs not be “related or subordinate” to KRM or a descendant of KRM as that term
is understood under Internal Revenue Code § 672(c). Ex. 0030.24, § 7.2(c)-(d).
For example, a person may be deemed “related or subordinate” if the person is
“an employee of the grantor; a corporation or any employee of a corporation in
which the stock holdings of the grantor and the trust are significant from the
viewpoint of control,” or “a subordinate employee of a corporation in which the
grantor is an executive.” See 26 U.S.C. § 672.
47. The MDs unanimously approved the terms of the MFT and the restated
Cruden OA on December 11, 2006. Ex. 0026.6-26.8. The MFT Agreement was
executed on December 14, 2006. Ex. 1055. The same day, the assets of the A.E.
Harris Trust were transferred to the MFT. Ex. 1058.
48. As discussed in much greater detail below, on December 6, 2023, a
“Special Meeting” of the directors of Cruden was held in Reno, Nevada. At the
meeting, three Cruden MDs, constituting five of eight MD votes, voted to approve
an amendment to the MFT. This amendment, sometimes called the “Top Hat
Amendment” by the parties, is referred to as the “Amendment” in this
recommendation. This Amendment forms the crux of this entire case and its
validity is, more or less, the central issue to be decided by this court. RSJ ¶40,
¶¶57-58.

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E. Longstanding Family Tensions
49. The Murdoch family’s “disharmony goes back a long way”. L. Murdoch,
9/19 AM, 123:9-10. Elisabeth Murdoch, James Murdoch, and Lachlan Murdoch
have held, at various times over the last three decades, executive positions within
Fox or News, their affiliates, or subsidiaries. E. Murdoch, 9/18 PM, 8:21-23; J.
Murdoch, 9/18 PM, 244:1-4; L. Murdoch, 9/19 AM, 117:16-118:13.
50. Each has also resigned from the companies, at least once, under
strained circumstances. E. Murdoch, 9/18 PM, 11:19-24; J. Murdoch, 9/18 PM,
126:10-23; L. Murdoch, 9/19 AM, 119:10-120:18.
51. In 2005, Lachlan Murdoch left News Corp. over a “disagreement with
[his] father.” L. Murdoch, 9/19 AM, 119:10. He moved to Australia for
approximately 10 years, Id., 119:23-120:6, during which time James Murdoch
was ascendant in the company. J. Murdoch, 9/18 PM, 170:8 – 174:8.
52. In 2010, the Murdochs (Rupert Murdoch, James Murdoch, Elisabeth
Murdoch, and Lachlan Murdoch)1 brought in a family counselor at the suggestion
of one of their then-directors to “unpack some of the tensions or problems in the
family”. E. Murdoch, 9/18 PM, 65:8-12. Elisabeth Murdoch described the process
as “painful”, 9/18 PM 65:13, and Lachlan Murdoch called it an airing of “petty
grievances” against Rupert Murdoch by the siblings and, in the end, they “all
ended up hating each other.” 9/19 AM, 123:6-124:22.
53. In 2011, reporters from News of the World (a News-owned newspaper
located in the United Kingdom) were accused of phone hacking. E. Murdoch, 9/18
1
The evidence does not indicate whether Prudence Macleod participated in this 2010 effort.

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AM, 164:8-14; 165:2-6; 124:23-125:22. There was widespread public outrage,
including directed at the Murdoch family. Id., 165:7-9. The British Prime Minister
announced a public inquiry and certain senior News of the World employees were
facing criminal trials. Id., 9/18 AM, 165:14-19.
54. James Murdoch was the executive chairman of News International and
CEO and chairman of News for Asia and Europe, but did not face criminal
prosecution. Id., 165:20-23; 168:20-169:1.
55. Elisabeth Murdoch suggested to Rupert Murdoch that someone in the
family needed to take some symbolic heat and that James Murdoch should resign.
E. Murdoch, 9/18 AM, 165:24-166:3, 166:12-14. Rupert Murdoch agreed and
directed Elisabeth to relay the decision to her brother, which she did. Id., 166:15-
24. Lachlan Murdoch intervened and convinced his father not to fire James
Murdoch. L. Murdoch, 9/19 AM, 124:23-126:8.
56. Nevertheless, James Murdoch was angry at Rupert Murdoch, and did
not speak to Elisabeth Murdoch for three years. E. Murdoch, 9/18 AM, 167:1-
167:5; 9/18 PM, 158:6-9.
57. Approximately three years later, James Murdoch was CEO at 21st
Century Fox, a successor to News Corp. E. Murdoch, 9/18 AM, 169:2-169:16.
58. Shine, a company founded by Elisabeth Murdoch years prior, had been
purchased by News, and became part of 21st Century Fox. Id., 169:2-4, 12-15. At
that time, Elisabeth was the executive chair of Shine, and described Shine as her
“15-year-old child.” Id., 169:17- 170:4.
56. In 2014, James Murdoch negotiated a merger of Shine with two other

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companies. Id., 170:15-171:11. Elisabeth Murdoch was heartbroken over the
merger, which she considered to be a personal act of revenge by James Murdoch,
and resigned from Shine. Id., 171:2-17. She has not been involved in News or Fox
in an official capacity since that time. Id., 172:5-6.
60. In 2015, at Rupert Murdoch’s request, Lachlan agreed to return to the
family business to help his father. L. Murdoch, 9/19 AM, 127:21-128:4. Upon
learning that Rupert Murdoch had offered Lachlan Murdoch the title of CEO of
21st Century Fox, and intended to name James Murdoch as his deputy CEO or
COO, James Murdoch “resigned or threatened to resign” and “stormed out.” L.
Murdoch, 9/19 AM, 117:14–119:9; 127:19–129:13. To mollify his brother and
keep him in the company, Lachlan Murdoch offered to take the title of Executive
Chairman, with james remaining as CEO. Id., 128:19–130:17. Unfortunately, this
arrangement was a “disaster from day one.” Id., 9/19 AM, 130:14-17.
61. According to Elisabeth Murdoch, the last time the family was on
“relatively good speaking terms” was in 2017, at her wedding, which was attended
by all the Murdoch siblings, and Rupert Murdoch. 9/18 PM, 64:7-15.
62. Despite these longstanding tensions, there is evidence of familial
affection in the family as well. Rupert Murdoch has expressed love for all of his
six children, KRM 9/17 AM 26:17-19; Ex. 2455.22, ln. 12-13. Lachlan Murdoch
invited both of his sisters to the Super Bowl in 2023, E. Murdoch, 9/18 PM
33:13-18, where he discussed with Elisabeth Murdoch the possibility of taking a
seat on the board of Fox. L. Murdoch, 9/19 AM 161:5-12. Even after the Special
Meeting, Prudence Macleod and her family spent Christmas of 2023 with Rupert

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Murdoch. Macleod, 9/18 PM 95:2-7. Elisabeth Murdoch testified that she had
been in contact with Lachlan Murdoch about every two weeks. E. Murdoch, 9/18
AM 46:15-17. She further testified that all the siblings maintained friendly
relations, except for Lachlan Murdoch and James Murdoch. Id., 63:12-64:1.
F. Cruden’s Control of News Corp. and Fox
63. Despite the family tensions over the years, the evidence shows that
Cruden, through its MDs appointed by Rupert Murdoch and the Adult Children,
has generally been able to manage its affairs with what MD Oldfield calls
“functional harmony” or “functional unity”. 9/18 AM 17:17-18:4.
1. Unanimous Cruden Decisions
64. For nearly 15 years after its founding, Cruden functioned without
significant difficulty. There were regular meetings, and the MDs maintained a
cordial, diligent, and cooperative working relationship. Oldfield, 9/18 AM 114:23-
115:14; Devereux, 9/17 PM 114:19-115:5. Prior to 2019, there had never been a
non-unanimous Cruden vote. As Siskind noted in 2019: “In 13 years of dealing
with annual meetings there has not been any disagreements.” Ex. 1177.2. Angelo
similarly stated: “For the [first] 15 years [of Cruden] it really was very collegial. I
don’t really remember any serious disagreements.” 9/19 AM 49:21-50:3.
65. Between establishment of the MFT and the initiation of this case, the
companies underwent two major strategic transactions with unanimous approval
of the Cruden MDs: the splitting of News into two entities in 2013, followed by the
sale in 2019 of a number of the company’s studio and television businesses to the

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Walt Disney Company.
66. In 2013, News spun off certain assets to form 21st Century Fox. J.
Murdoch, 9/18 PM 112:9-12. By splitting the broadcasting business (21st
Century Fox) and print-based news business (News Corp), the companies aimed to
unlock value by becoming more specialized, offering different appeal for
shareholders. Id. at 172:13-173:7.
67. In 2019, the Disney acquired a large portion of 21st Century Fox,
leaving mostly the news and sports-focused portions of the business, now known
as the Fox Corporation, or simply “Fox”. KRM, 9/17 AM 31:16-33:4, 33:2-3,
34:18-22.
68. Because the terms of the MFT compelled distribution of proceeds from
the sale of company shares, each of Rupert Murdoch’s children received
approximately $2.1 billion from the Disney transaction, before taxes. E. Murdoch,
9/18 AM, 202:3-5.
2. Non-Unanimous Decisions
a. Stock Buyback
69. In summer of 2019, Fox, with Rupert Murdoch and Lachlan Murdoch at
the helm, sought to initiate a stock repurchase plan, in which Fox would use its
cash to buy its own stock back from shareholders who wished to sell. Ex. 2129.2.
Cruden was advised (including by Rupert Murdoch’s then-MD, Arthur Siskind)
that, without certain protections in place, the buyback of Class B voting shares
could open the MFT up to lawsuits by other Fox shareholders. Ex. 1005.1.
70. Fox’s purchase of Class B shares from the public would reduce the

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number of such shares outstanding and would increase the MFT’s percentage of
the remaining Class B shares and the MFT’s corresponding voting power. The
proposed Fox buyback would not require the MFT to sell into the buyback and
would permit its share ownership to accrete from 39% to as high as 44%.
Devereux, Day 2 PM 129:12-130:3. The minority shareholders could then argue
that Fox’s money should not be used to grant this sort of “creeping control” to the
MFT, and that the MFT should be required to pay the minority shareholders a
control premium. Ex. 2426.2; J. Murdoch, 9/189 PM 208:8-10.
71. The planned buyback was first disclosed to Cruden on July 14, 2019,
Ex. 2129.2, but the full Cruden Board did not receive a draft of the proposed
stockholder agreement—or any legal advice about the agreement—until over two
months later, on October 1, 2019. Id. at .1; Ex. 2426.2; Devereux, 9/17 PM
125:11-126:20. At that time, Cruden’s counsel advised there was a risk of legal
exposure from the proposal. Devereux, 9/17 PM 132:5-19. MDs Oldfield,
Devereux, and Angelo were concerned about whether the accretion allowed by the
proposed buyback agreement posed undue litigation risk to the MFT. Ex. 0049.1;
Angelo, 9/19 AM 51:23-52:7. They therefore asked for more time to consider the
proposal and understand the legal advice Cruden had received. Ex. 2426; Ex. 49;
Devereux, 9/17 PM 131:14-132:19; Angelo, 9/19 AM 52:8-53:7.
72. Three weeks later, on October 24, 2019, Arthur Siskind proposed that
Cruden meet to discuss an updated version of the buyback agreement. Ex.
1152.1. The Objecting MDs again raised a number of questions, including why
this form of the buyback agreement was in the best interests of the MFT; whether

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it would be prudent to cap the MFT’s voting threshold; and whether the MFT
should sell into the buyback. Ex. 1165.1-.2.
73. Lachlan Murdoch became frustrated by this process—not because he
believed these concerns lacked merit, as he admitted, but because he felt that “it
took way too long.” L. Murdoch, 9/19 AM 181:4-12; 9/19 PM 48:5-13. Indeed,
Lachlan Murdoch admitted that the concerns raised about the buyback were
“absolutely right”. Id., 178:13-16. But at the time, his concern was that, as CEO,
it was “embarrassing” because the other shareholders (including the “Class A”,
non-voting shareholders) expected it sooner. Id., 178:10-179:19; see 9/19 PM
48:5-13.
74. Ignoring requests for a full vote on potential alternatives, on November
2, 2019, Arthur Siskind (one of the MDs appointed by Rupert Murdoch) circulated
a final version of the agreement, approved via written consent with Rupert
Murdoch’s and Lachlan Murdoch’s 5 MD votes, and noted that “neither Rupert or
Lachlan were persuaded” by any alternatives. Ex. 1165.2.
b. Proposed Recombination of Fox and News
75. In May 2022, Rupert Murdoch became interested in a recombination of
Fox and News, which had split less than 10 years earlier, and he wanted the MFT
to initiate the recombination process. Ex. 2177.36-.37; J. Murdoch, 9/18 PM
172:13-173:7. To that end, Cruden was asked to approve a letter to be sent from
the MFT, as controlling shareholder, to the boards of each company
recommending the recombination and requesting that special committees of each
board be formed to consider the transaction. Devereux, 9/17 PM 141:15-22; see

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Ex. 2177.53. The initial draft letter represented that there was a “strong strategic
rationale” for the recombination and that the MFT would not “vote in favor of any
alternative sale, merger or similar transaction involving either company.” Ex.
2177.48.
76. In response, certain of the MDs (Devereux, Oldfield, and Angelo) wanted
legal advice to ensure they were properly invoking Delaware’s “MFW”2 doctrine.
The Objectors also wanted to understand better their fiduciary obligations under
both Nevada and Delaware law. Ex. 0068.
77. Of particular concern to the objecting MDs was that Rupert Murdoch
wanted the recombination letter to say that the MFT would not “vote in favor of
any alternative sale, merger or similar transaction”—regardless of terms or price.
Ex. 2177.48. Rupert Murdoch wanted this language because, among other things,
he wanted to keep Fox and News under the control of the Murdoch family and to
ensure it maintained its current editorial policies. Ex. 0066.1. Oldfield raised
concerns: “to promise inexorably not to consider any bid that came in at whatever
price cannot be in the interests of the beneficiaries.” Ex. 1222.1. Rupert Murdoch
replied: “Sorry Richard! This has been a family dominated business for seventy
years,” adding that “it would be a disaster for at least the US and Australia if these
assets fell into the wrong hands.” Ex. 0066.1.
78. Indeed, as Rupert Murdoch himself testified, he was “unwilling to
consider any transaction that would lead to Fox or News’s assets being held by a
2 MFW is a legal defense that, through the proper use of independent board committees to initiate
transactions when a controlling shareholder is involved, results in a more deferential standard of legal review
and minimizes risks of shareholder litigation. See, e.g., Ex. 63; Ex. 68; Ex. 2173; see Lachlan, 9/19 PM
62:22-64:7. See Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del.) (2014)

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company with a more liberal perspective.” KRM, 9/17 AM 85:6-11. In his view,
“regardless of the price, a sale of Fox and News to people with the wrong politics”
would “diminish [his] legacy.” Id. at 86:8-12.
79. Accordingly, after Mark Devereux requested independent legal analysis
on the directors’ fiduciary obligations, Rupert Murdoch texted Elisabeth about the
recombination proposal, threatening to “ram it through 5-0 ... if necessary.” Ex.
4016.
80. The Objectors asked for more information pertaining to the MFT’s legal
exposure, the MDs’ fiduciary obligations, both to the MFT and to the other Fox
and News shareholders, and the merits of the recombination itself. Ex. 0063; Ex.
0068; Ex. 2173. David DeVoe, Rupert Murdoch’s long-time MD, acknowledged
that it would be “good governance” to obtain such advice. Objectors’ Amended
Deposition Designations (September 23, 2024), at Ex. 3 (“DeVoe”), at 214:16-19.
Siobhan McKenna, having been recently appointed by Lachlan Murdoch as MD,
also agreed that it was a “good idea” to retain counsel Id., Ex. 4 (“McKenna”)
82:13-17. Even Lachlan Murdoch has called this “healthy debate” and the “right
result” in order to “protect the MFT, protect the companies.” L. Murdoch, 9/19 AM
183:21-184:7.
81. Eventually, at the Objecting MD’s urging, Cruden did hire counsel. Their
legal advice resulted in changes to the letter that ultimately reduced the legal risk
to the MFT. Devereux, 9/17 PM 160:12-21. In response to Oldfield’s concerns, the
letter was softened to state that there was no “present intention to favor”
alternative transactions, rather than expressly refusing to “vote in favor” of any

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such proposal. Ex. 1257; Ex. 2177.43-.45. Also at the Objectors’ urging, the
revised letter removed any recommendation on the merits of recombination and
made clear that the MFT’s vote would be conditioned on the satisfaction of the
MFW conditions. Ex. 2173; Ex. 2177.23-.26.
82. Also to comply with MFW, MDs Oldfield, Devereux, and Angelo wanted
assurances that no substantive discussions regarding the recombination proposal
had occurred between Rupert Murdoch and Lachlan Murdoch, on the one hand,
and other executives or board members at Fox and News Corp, on the other hand.
Ex. 2173.
83. Ultimately, Rupert Murdoch and Lachlan Murdoch provided the
requested assurances that “no such discussions, agreements or understandings
had occurred.” Ex. 0172.2. Devereux’s eventual support for the proposal “was
based in large measure” on Rupert and Lachlan Murdoch’s assurances and the
advice of counsel. Ex. 0172.4; see Ex. 1281.1.3
84. These assurances, in combination with the edits to the letter, resulted in
Oldfield and Devereux voting in favor of the proposal. It ultimately passed 7-1,
with only Angelo voting against. Id. This (and a contemporaneous vote on another
matter) is the only example in evidence of a dissenting vote being made by a
Cruden MD.
85. Ultimately, in January 2023, Rupert Murdoch abandoned the
3 The evidence demonstrates that, despite the assurances given, substantive discussions had in fact occurred before the
MFT sent the letter to the Fox and News Corp special committees. Ex. 2462. At trial, Lachlan Murdoch initially maintained
that the assurances he and KRM had provided were true. L. Murdoch, 9/19 PM 70:9-19. But when confronted with the
evidence, including a lengthy deck on recombination that Lachlan discussed with Fox CFO John Nallen, Ex. 2462, Lachlan
Murdoch admitted that such discussions had occurred. Id. at 70:20-74:12. The court notes this inconsistency here as an
example of Lachlan Murdoch’s lack of candor with the parties and on the witness stand.

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recombination plan, claiming it was “not optimal” for shareholders at the time. Ex.
1336.2; J. Murdoch, 9/18 PM 223:7-11; L. Murdoch, 9/19 PM 75:17-76:14.
G. Buyout Discussions
86. The possibility of one or more of the Adult Children being bought out of
the trust was explored several times since the MFT was established and all the
way up to 2022. These discussions involved various possible alliances between the
Adult Children. Ultimately, none of these buyout discussions resulted in a
transaction.
87. The evidence demonstrates that, at various times in these buyout
discussions, each of the three Objecting Adult Children was willing or eager to be
bought out of the trust, leaving Lachlan Murdoch in effective control of the MFT.
Each of these discussions broke down because Lachlan Murdoch was unwilling or
unable to finance the purchase at a price acceptable to the “selling” siblings.
a. 2013 Buyout Discussions.
88. Around 2013, James Murdoch asked Lachlan Murdoch to partner with
him to buy out Prudence Macleod and Elisabeth Murdoch, working with a bank to
finance the deal. J. Murdoch, 9/18 PM 224:18-225:22. The offer was “received
very coolly” by the sisters. Id. at 225:23-226:6; see Elisabeth, 9/18 PM 22:19-
23:2. The plan was quickly abandoned by Lachlan Murdoch without a making a
higher offer or engaging in further negotiation. J. Murdoch, 9/18 PM 225:23-
226:6.

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b. 2018-2019 “Print 3” Buyout Discussions.
89. In connection with the closing of the Disney transaction in 2019, with
the Adult Children each receiving substantial distributions, Lachlan Murdoch
explored the possibility of using some of the money from the Disney closing to
fund a deal. These discussions were referred to as “Print 3.” J. Murdoch, 9/18 PM
225:23-226:6. This time, it was contemplated that Lachlan Murdoch would be the
buyer and Prudence Mcleod, Elisabeth Murdoch, and James Murdoch would all
be sellers. L. Murdoch, 9/19 AM 172:8-173:7. The arrangement would have
“cemented all control in Lachlan” following Rupert Murdoch’s death. Elisabeth,
9/18 PM 26:14-18; Ex. 1109.2.
90. Rupert Murdoch supported this plan. He encouraged Lachlan Murdoch
to “bet on [him]self” and buy out his siblings, as Murdoch had done with his own
siblings decades before. L. Murdoch, 9/19 PM 116:2-17; KRM, 9/17 AM 72:17-
73:3. Lachlan Murdoch testified that his siblings “were all willing sellers that were
willing to participate at the right price.” Id. at 116:21-24. But these discussions
also broke down, over the share price. Ex. 1109.2; L. Murdoch, 9/19 PM 116:25-
117:9; Elisabeth, 9/18 PM 26:19-27:5.
c. 2020-2021 “Project Riley” Buyout Discussions.
91. In July 2020, James Murdoch stepped down from the board of News. J.
Murdoch, 9/18 PM 129:14-17. His resignation generated a fair amount of negative
press coverage. KRM, 9/17 AM 64:7-9. As Ruper Murdoch commented to Lachlan
Murdoch in an email, the “[b]enefit of getting him out probably outweighs other
considerations.” Ex. 0052.1.

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92. At trial, Rupert Murdoch admitted that the “benefit” he had in mind was
that he would no longer have to worry about James “making trouble,” including by
talking to the press and “creating speculation” about what would happen after
Rupert Murdoch’s death. KRM, 9/17 AM 63:6-23. Rupert Murdoch acknowledged
at trial that he was trying to achieve the same “benefit” through the Amendment
at issue in this case. Id. at 67:6-14.
93. As part of this effort, Lachlan Murdoch and Fox’s COO, John Nallen, put
together a proposal with the codename “Project Riley.” See Ex. 0051; L. Murdoch,
9/19 PM 118:1-8. The idea was simple: get James to agree to be bought out of the
family trust. L. Murdoch, 9/19 PM 119:11-16. Under the terms of the MFT, if
James Murdoch were being bought out, then Prudence Macleod and Elisabeth
Murdoch would have the option to be bought out on the same terms. Lachlan
Murdoch therefore assumed he would buy out all three of his adult siblings, id. at
118:22-119:6; if James Murdoch was not willing to be bought out, it was
understood that “[t]he current terms of the MFT will then govern through to 2030”
when the trust terminates. Ex. 0051.4.
94. Nallen sent Rupert Murdoch and Lachlan Murdoch a slide deck
analyzing various financial scenarios for the potential buyout. Ex. 2145; L.
Murdoch, 9/19 PM 121:8-13. Nallen concluded that the “[r]emaining MFT
members [could] responsibly pay for the purchase with borrowed money” and
“[t]he risk to the remaining members would be very manageable.” Ex. 2145.3.
95. Even so, like the buyout efforts before it, Project Riley did not succeed,
due to concerns about financing and price. L. Murdoch, 9/19 PM 122:2-3.

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96. Later, in March 2021, Elisabeth Murdoch told Rupert Murdoch she
would agree not to participate in the buyout and “let James go alone”—which
would lower the total transaction price. Ex. 0059. Rupert Murdoch reacted by
saying, “[h]opefully he still wants to!” Id. Despite, this overture, no further
discussions of Lachlan Murdoch buying out James Murdoch or his other siblings
occurred prior to the initiation of this case.
H. Objectors’ Efforts to Resolve Uncertainty
97. At trial, Petitioner introduced evidence attempting to show that James
Murdoch and Elisabeth Murdoch (despite their sometimes fractious
relationships), and Prudence Macleod had, by 2023, begun planning to exercise
control over the MFT after Rupert Murdoch’s death with a view toward ousting
Lachlan Murdoch from his positions at Fox and News and changing the strategic
direction of the companies.
98. The evidence shows that Mark Devereux drafted two memoranda for
Elisabeth Murdoch about Rupert Murdoch’s demise. One memo, from December
2022, relayed questions about preparing a public relations plan in anticipation of
Rupert Murdoch’s death. Devereux, 9/17 PM, 50:3-7. This memo led to the
creation, in January 2023, of the “KRM ‘Bridge’ Communications plan” by
Elisabeth Murdoch’s public relations team. Devereux shared this plan
with Elisabeth on or about February 3, 2023, Ex. 1337, and it was eventually
shared (twice) with Lachlan Murdoch, and the other Adult Children’s MDs
Ex. 80; Devereux, 9/17 PM, 181:12-182:10; E. Murdoch, 9/18 PM, 38:9-39:15.

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99. The second, referred to at trial as the “Succession” memo, was drafted
in April 2023 after Mark Devereux watched Season 4, Episode 3 of the HBO
drama “Succession”, where the patriarch of a wealthy family dies, leaving his
adult children and business in chaos. Ex. 1001; Ex. 4007.1; Devereux, 9/17 PM
63:5-21. This memo posits questions about the feelings of James Murdoch,
Lachlan Murdoch, and Elisabeth Murdoch regarding the MFT after Rupert
Murdoch’s passing. Rather than support the notion of a scheme to change
management at the companies, it appears to contemplate (or inquire about) the
possibility of James Murdoch’s 1/6th share of the MFT being distributed. It also
inquires about James Murdoch’s and Elisabeth’s Murdoch’s feelings about
rejoining Lachlan Murdoch at the companies. Notably, it appears to suggest
appointing a mediator or counsel or to “help get to a sensible outcome”. Ex. 1001.
100. While this memo was not shared with Lachlan Murdoch or his MD,
Mark Devereaux did anticipate discussing the possibility of using a facilitator to
discuss “larger issues” after Rupert Murdoch’s passing with Lachlan Murdoch’s
MD. Ex. 1007.2.
101. Other than Mark Devereux’s memoranda raising questions to avoid
“chaos” after Rupert Murdoch’s demise, much of Petitioner’s evidence about the
Objecting Children’s “plotting” against Lachlan Murdoch centered on a meeting
arranged by James Murdoch at Claridge’s hotel in London on September 20,
2023. This meeting included James Murdoch, Elisabeth Murdoch, and Prudence
Macloed prior to a social dinner with their respective spouses. E. Murdoch 9/18
AM 183:9-184:7.

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102. At this meeting, which lasted less than an hour, the parties did
discuss arrangements (or the lack of arrangements) for Rupert Murdoch’s funeral
after his eventual demise, and certain management issues at Fox and News.
102. The siblings also discussed mutual frustration with the lack of
communication from KRM, Lachlan, and Cruden regarding Fox and News Corp.
J. Murdoch, 9/18 PM 233:18-234:21. According to Elisabeth Murdoch, “we did
have a proper moan about lack of information after the recombination situation.
We complained that we didn’t know what happened and it was – that was it.” E.
Murdoch, 9/19 AM 186:2-9.
103. While one third-hand account suggests that James Murdoch
discussed that “we go in there” after Rupert Murdoch’s death, perhaps to oust
Lachlan Murdoch, Ex. 1010.4; Oldfield, 9/18 AM, 84:21-85:4, any evidence that
Elisabeth Murdoch or Prudence Macleod joined their brother in any plan or
scheme to join forces after Rupert Murdoch’s death at the Claridge’s meeting or at
any other time is grossly insufficient to support such a finding. Indeed, all three
of the Objecting Children have disavowed any plan to oust their brother. See E.
Murdoch, 9/18 PM 66:18-67:6; Macleod, 9/18 PM 99:23-25, 103:8-20; J.
Murdoch, 9/18 PM 185:11-187:21.
104. After the meeting at Claridge’s, on September 21, 2023, Rupert
Murdoch announced his retirement from his roles at Fox and News Corp. Ex.
4057.1. The Objecting Children had been unaware of the retirement timing when
they met in London. Ex. 4066.1. Following the announcement, Elisabeth
Murdoch and Prudence Macleod both expressed their support for Lachlan. Ex.

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4064; Ex. 4125; Ex. 4057.2; Ex. 4064.2.
105. The weight of the evidence shows that, while the Objecting Children
were aware that the terms of the MFT and the Cruden OA would give each of
them some effective control over the MFT after Rupert Murdoch’s death (and the
corresponding resignation of his MDs), their discussions (and the discussions of
their associated MDs), were, at most, casual and inchoate. The evidence does not
support that the Objecting Children had committed to forming any type of voting
bloc nor that they shared any singleness of purpose in changing the management
of Fox or News after Rupert Murdoch’s death.
I. Project Family Harmony
106. The Amendment at issue in this case arose out of an effort that its
drafting attorneys named, perhaps too optimistically, “Project Family Harmony”.
See McKenna, 66:9. The evidence shows that Project Family Harmony had its
origins with Siobhan McKenna and Lachlan Murdoch in the middle of 2023,
before Rupert Murdoch was brought into the plan later that year, under the false
assumption that James Murdoch was “making trouble” by fueling press
speculation about governance of the MFT after Rupert Murdoch’s passing. KRM,
9/17 AM 63:15-23.
107. Despite Rupert Murdoch’s unsubstantiated beliefs about James
Murdoch’s dealings with the press, Id., and his apparent lack of full
understanding of some of the implications of the Amendment at issue, KRM,
9/17 AM 55:3-14, 56:8-21, the court takes care to note that Rupert Murdoch,

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despite his advanced age, showed himself at trial to be neither a victim of his
infirmities nor lacking in mental vigor. Mr. Murdoch testified with appropriate
recall and, at times, sharp wit; Of perhaps all the fact witnesses in this case, Mr.
Murdoch showed himself to be the least coached (and perhaps the least
coachable) and, by and large, one of the more credible witnesses to appear in this
case. Though not the progenitor of Project Family Harmony, Rupert Murdoch was
an eager participant, and his testimony is important in understanding its
purposes and development.
108. Nevertheless, the evidence shows that it was Lachlan Murdoch’s MD,
Siobhan McKenna, who had just been appointed as MD in January of 2022, Ex.
2159, that was the driving force behind Project Family Harmony until the Special
Meeting. It was Siobhan McKenna who organized the meetings, prepared each
meeting agenda, and interfaced with the attorneys at the law firm of Solomon,
Dwiggins, Freer & Steadman (“SDFS”), who devised the Project Family Harmony
plan. L. Murdoch, 9/19 PM 130:24-131:2; McKenna, 225:22-23. She worked
directly with Rupert Murdoch, KRM, 9/17 AM 113:23-114:16, and prepared
talking points for him to use with all four of his daughters—first Grace Murdoch
and Chloe Murdoch, and then Elisabeth Murdoch and Prudence Macleod when
they were told about the plan two days before the Special Meeting. Ex. 2335; Ex.
2298; KRM, 9/17 AM 116:2-119:1.
1. Origins of the Amendment
109. Following the failure in late 2022 of the proposal to recombine Fox
and News, Lachlan Murdoch and Siobhan McKenna began to consider trust

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governance after KRM’s demise. L. Murdoch, 9/19 PM 124:6-125:8. On January
6, 2023, Siobhan McKenna wrote an email to Lachlan Murdoch where she writes,
“I have a new idea about how to position James, especially given the timing.”
Ex. 0074. This email was written immediately before (but with advance knowledge
of) the publication of an article in the Financial Times that discussed control of
the MFT following KRM’s death, including the potential ouster of Lachlan
Murdoch by his siblings. Lachlan Murdoch and others inside and outside the
Companies believed James Murdoch or persons acting at his behest had briefed
the author, Alex Barker. Id.4
110. There was also speculation within the companies that James Murdoch
or his associates had briefed investigative journalists Paddy Manning and Micheal
Wolff for their recent books, Ex. 0076, but the evidence shows that, at least with
respect to Paddy Manning’s book The Successor, Siobhan McKenna herself had
been a significant source, providing over fourteen hours of interviews, plus follow-
up correspondence. Ex. 2427; McKenna, 343:1-17. The evidence demonstrates
that Lachlan Murdoch falsely told his father, without proof, that James Murdoch
or his associates were sources for the Successor; he did not tell his father that
Siobhan McKenna had been involved, with his authorization. L. Murdoch, 9/19
PM 10:18-16:16.
111. Over the next few months, Siobhan McKenna began to research the
mechanics of the MFT after Rupert Murdoch’s death, including conversations
4 At trial Lachlan Murdoch admitted that he did not have any proof that James Murdoch or his associates had
briefed Alex Barker. L. Murdoch 9/19 PM 25:4-7.

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with David Devoe, McKenna, 222:23-223:3, Ex. 0083, and emails with Robert
Armstrong to obtain copies of MFT and Cruden documents. Ex. 0087.
112. On July 31, 2023, Siobhan McKenna emailed Lachlan Murdoch, “I
have a few ideas that might be worth considering” and suggested retaining
Solomon, Dwiggins, Freer, and Steadman (“SDFS”). SDFS were retained in
August of 2023. McKenna, 226:8-9. By early September, SDFS had devised
“Project Family Harmony”. Ex. 2234.3. After a September 11, 2023 meeting
between Lachlan Murdoch, Siobhan McKenna, and three attorneys from SDFS
(Alexander LeVeque, Alan Freer, and Brian Steadman), Project Family Harmony
was unveiled on September 14, 2023 at a meeting at the Fox lot in Los Angeles.
At the meeting were Lachlan Murdoch, Siobhan McKenna, the attorneys from
SDFS, and Rupert Murdoch. Also in attendance were executives from the
Companies, John Nallen and Viet Dinh from Fox and Robert Thomson from News
Corp. Ex. 2210.1; L. Murdoch, 9/19 PM 139:4-14; KRM, 9/17 AM 108:11-110:1;
Thomson, 9/19 PM 223:21-25. At this meeting the attendees viewed a deck of
slides, prepared by SDFS, that laid out the justification for and mechanics of the
plan. Ex. 2234.3-18.
113. These slides claim that “[t]he goals of the MFT have been stifled by the
internal evolution of Cruden.” Ex. 2234.6. The deck identified the (unanimously
approved) amendments to the Cruden OA as “subsequent Cruden modifications
inconsistent with the intent of the MFT.” Id. at .7. No person involved with Project
Family Harmony has explained why those amendments were considered
“inconsistent with the intent of the MFT.” See DeVoe 262:7-14, 267:19-25

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(admitting he does not know why these provisions were considered inconsistent
with the MFT’s intent); Barr, 9/16 PM 36:21-38:6 (same).
114. These slides repeatedly refer to a “difficult beneficiary” and explain
that the Cruden OA prohibits the distribution or termination of a beneficiary’s
sub-trust without his consent. Ex. 2234.8. These slides also discuss the risk that
KRM’s “legacy” is diminished, assuming that “Post-KRM, Troublesome beneficiary
achieves control”5 and points out that, with three MD votes, the Adult Children
“[c]ould remove or appoint chairman or directors of News/Fox”; “Could drastically
change direction or force sale of News/Fox” or “Could terminate the MFT”. The
deck also claimed that, in the case of a “stalemate”, failure to achieve 3 of 4
Managing Director votes “would cause Cruden to be unable to act.” Ex. 2234.10.
115. This early version of Project Family Harmony included four potential
solutions: (1) Distribution of James Murdoch’s sub-trust, leaving Lachlan
Murdoch, Elisabeth Murdoch, and Prudence Macleod in control of Cruden and
the MFT; (2) Distribution of all sub-trusts, and recombination of all sub-trusts
except for James Murdoch’s into a new trust; (3) Amendment of the MFT to
permit KRM to replace Cruden with a new trustee, called “New Cruden”; and (4) a
“Top Hat Restructuring” that amends the MFT to permit KRM to appoint two new
trustees, who will be controlled by Lachlan Murdoch after his death. Ex. 2234.12-
18.
116. The slide deck prepared by SDFS evaluated these four potential
5 The evidence is unequivocal and uncontested that Project Family Harmony references to a “difficult” or
“troublesome” beneficiary are references to James Murdoch.

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solutions based on four criteria: (1) which beneficiaries had to approve it; (2)
whether the plan would “fix voting/control issues as to News/Fox” (i.e., give
Lachlan Murdoch control); (3) whether the strategy would facilitate distributing
out the “troublesome beneficiary”; and (4) whether it would “protect KRM legacy.”
Id. at .18. Two of the proposed solutions satisfied all the key criteria: “New
Cruden” and the “Top Hat restructure.” Ex. 2234.18. Both options would place
control of all MFT decisions in the hands of MDs appointed by Lachlan Murdoch
following KRM’s death. Id. at .15-.17.
117. After this September 14 meeting, Project Family Harmony was
underway. Lachlan Murdoch, KRM, John Nallen, Viet Dinh, and SDFS signed a
“Common Interest Agreement” anticipating litigation. Ex. 2198. Rupert Murdoch
retained Michelle Rafferty with the assistance of Siobhan McKenna, at the
suggestion of SDFS. Ex. 2218; Lachlan, 9/19 PM 130:18-131:2; KRM, 9/17
114:7 – 116:1.
118. On September 18, Siobhan McKenna sent SDFS attorney Alexander
LeVeque a letter titled “Project Harmony Work Streams – 18 September” that gave
an outline of the processes necessary to bring about either the “New Cruden
Option” or the “Top Hat Option”, including developing strategies to interface with
Wendi Deng and Grace Murdoch’s and Chloe Murdoch’s trustees to enter into a
nonjudicial settlement agreement, approval of one of these amendments at a
special meeting of Cruden, and determining whether severance of James
Murdoch’s sub-trust would occur concurrently with, or immediately after
approval of the amendment. Ex. 2213. And, this letter, under the heading of

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“Jurisdiction”, discusses “Petition filed in Nevada to assume in rem jurisdiction
over MFT as soon as practicable to increase chances of any subsequent matter
being heard in Nevada.” Ex. 2227.2.
119. Another Project Family Harmony meeting was held with the same
parties on October 3, following further research by SDFS and Rupert Murdoch’s
attorney Michaelle Rafferty. Ex. 0093. The agenda of this meeting shows that
distributing James Murdoch’s sub-trust was still part of the plan. Ex. 0093.4. By
that time, Rupert Murdoch had decided to include William P. “Bill” Barr in the
plan.
120. In a follow-up email to Rupert Murdoch on October 4th, John Nallen
attached a “High Level Summary Briefing” “as an introduction to the topic for Bill
Barr.” Ex. 0094. This briefing not only included severance of the sub-trust of the
“Troublesome Beneficiary” but explained how that severance would further
insulate the plan from litigation risk because “[t]he Troublesome Beneficiary
would be better off because they would carry the keys to their own kingdom ...”
This summary also explained how, after severance, the MFT would retain voting
control over Fox and News. Id.
121. The next Project Family Harmony meeting took place on October 18,
2024, again on the Fox studio lot in Los Angeles with Siobhan McKenna, Lachlan
Murdoch, William Barr, Rupert Murdoch, Alexander LeVeque, Brian Steadman,
Alan Freer, John Nallen, and Viet Dinh. Barr, 9/16 AM 43:18 – 44:1. By this time
the plan was more fully developed, including identifying “Day Zero” as December
6, 2023. The agenda for this meeting shows that the “New Cruden” option had

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fallen to the wayside, and the “Top Hat Option” was chosen, including “Creation
of Cruden 2 and Cruden 3 to satisfy KRM’s wishes.” Ex. 0099.1. Severance of the
sub-trust of the “Troublesome Beneficiary” was also to be approved on “Day
Zero”, to become effective after a four-month waiting period necessitated by the
MFT’s “Stockholder Agreement” with Fox and News Corp. Ex. 0099.2. By this
meeting it had also become clear that certain MDs would need to be replaced with
MDs who did not work for either company. Id.
122. The minutes of this October 18 meeting show that it was decided that
the sub-trust of the “Troublesome Beneficiary” would not be severed on “Day
Zero”. Ex. 2241.1. This change came out of conversations between Rupert
Murdoch, John Nallen, and others regarding the risks of litigation from James
Murdoch, Elisabeth Murdoch, and Prudence Macleod. One analysis suggested
that an effort to effectuate the Amendment alone would engender litigation from
James Murdoch, but the Amendment and severance would engender litigation by
Elisabeth Murdoch and Prudence Macleod, who would also seek severance of
their sub-trusts Ex. 2240.1.
123. John Nallen, in particular, was skeptical that severance was
necessary: “I’m wondering if you implement the Top Hat, why would you then
want to distribute to the one Beneficiary? Isn’t it best for Top Hat to sit over the
full 44% [voting control over Fox] the and NOT distribute?” Ex. 4134.8. He later
asked Siobhan McKenna, “why make the distribution to Troublesome at all? Just
playing devil’s advocate.” Ex. 2240.1. In any event, by the end of the October 18
meeting, severance of James Murdoch’s sub-trust was no longer part of the plan.

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124. Mr. Barr explained that severance was dropped “because people
realized that the real issue is changing the governance structure, and once that’s
done, you don’t have to deal with the issue of severance. I mean, that might – he
[presumably Lachlan] may decide to do that afterward but you don’t have to deal
with it. That’s not necessary.” Barr, 9/16 AM 50:6-51:3.
2. Involvement of the “Approving MDs”
125. For ostensibly tax reasons (and tax-based limitations in the Cruden
OA) it was decided that Robert Thomson and David DeVoe (Rupert Murdoch’s
MDs) and Siobhan McKenna (Lachlan Murdoch’s MD) would be replaced by new
MDs who were not subordinate to KRM or Lachlan Murdoch- i.e., not employed
by Fox or News.
126. The court is satisfied by the evidence that there is a tax-based
justification for this move, but it is undeniably a product and part of Project
Family Harmony as developed by SDFS. Siobhan McKenna relayed to John Nallen
that “For this particular period we will have three new MDs with particular
characteristics. There are some potential candidates emerging from Nevada.” Ex.
2258.1.
127. After the October 18 meeting, Rupert Murdoch asked Mr. Barr to serve
as MD. The other two new MDs were recruited by SDFS: Michael Roberson and
William O’Donnell. Ex. 0100; Roberson, 9/16 PM 219:16-222:13; O’Donnell,
9/17 AM 194:12-195:1.
128. On October 19, 2023, Brian Eagan, a lawyer from SDFS texted
Roberson: “My partner has a high profile matter that needs an emergency board

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position filled for a vote and would like to see if you would be available to discuss
potentially filling that role.” Ex. 0100.2.
129. O’Donnell, who had recently sought advice from SDFS on a separate
matter, was contacted by Alexander LeVeque in late October. O’Donnell, 9/17 AM
152:16-153:9.
130. Both O’Donnell and Roberson had been identified by October 20,
when Siobhan McKenna had them vetted with the assistance of Fox security staff.
Ex. 2257. Among the apparent disqualifying factors of the background check was
“any association with or like for any other Murdoch person”. Id.
131. Mr. Barr, for his part, has significant corporate experience in
telecommunications and media companies, including serving on the board of
directors of Time Warner for nine years. He has served as the Attorney General of
the United States under two administrations, Barr, 9/16 AM 20:6-23:8, and had
become a friendly acquaintance and confidant of Rupert Murdoch. Id., 23:9,
30:24. His selection as Rupert Murdoch’s MD is not, by itself, aberrant.
132. On the other hand, neither Michael Roberson nor William O’Donnell
have substantial background in trust matters or publicly traded companies.6
While both had distinguished careers in the Nevada legislature, Ex. 2257.1,
neither had any contact or involvement with the Murdoch family or trust
governance. Lachlan Murdoch testified, incredibly, that he could think of no other
person to fill this post than Mr. Roberson. L. Murdoch, 9/19 AM.
6
Mr. Roberston did testify that he had served on the board of directors of Spring Valley Hospital. Roberson, 9/16 PM
177:10-23.

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133. Roberson’s and O’Donnell’s primary qualifications for the assignment
of serving as managing director appear to be their being gentlemen of high repute
in this state with connections to SDFS; there seems to be little else to recommend
either for the job. See KRM, 9/17 AM 41:18-42:1; 121:18-122:9. While legally
irrelevant to Petitioner’s case, Roberson’s and O’Donnell’s status as residents of
Nevada appears to have been designed to gain an advantage in litigation. Id.,
162:23-163:9.
134. Prior to appointment, Barr, O’Donnell and Roberson were each given
an SDFS memo describing the supposed “problems with the current structure
and governance” of the MFT. Ex. 0101. The memo outlined a “worst case”
scenario that “three (3) Managing Directors could vote to drastically alter the
direction of News and Fox, and Cruden, itself. Likewise, the vote of three (3)
Managing Directors could even be used to terminate the MFT.” Ex. 0101.8-9. This
memo then provided some explanation as to why severance of James Murdoch’s
sub-trust was not desirable:
For example, a trustee can typically cut a troublesome beneficiary loose by
dividing out or distributing such beneficiary’s share from the rest of the
family members. However, the present structure would still permit such
beneficiary (through his or her appointed Managing Director) to cause
issues with respect to the operations of Cruden as there are no provisions
for removing any Managing Director appointed by an Adult Child upon
distribution and any attempt alter the rights of a B Managing Director can
only be accomplished by unanimous consent of such directors.
Ex. 0101.9
135. This memo then identified a single solution: the “Top Hat
Restructure”, which the memo made clear was intended to provide a way to
handle a “troublesome beneficiary.” Id.; see Roberson, 9/16 PM 189:14-17.

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136. In addition to a Memo from SDFS, each newly recruited MD received
(and eventually signed) an indemnification agreement in substantially the same
form, Bill Barr and William O’Donnell’s with Rupert Murdoch and Michael
Roberson’s with Lachlan Murdoch. These agreements promised indemnification
from Rupert Murdoch or Lachlan Murdoch, personally, for all their conduct other
than self-dealing or defalcation, but expressly including negligence, gross
negligence, bad faith, intentional conduct, and even “fraud in the exercise of
fiduciary duties and services”. Ex. 0144 (O’Donnell); Ex. 2347 (Roberson); Ex.
2476 (Barr). Each newly proposed MD then retained individual counsel.
137. The indemnification each MD received from Rupert Murdoch or
Lachlan Murdoch far exceeds the indemnification available from Cruden under its
OA. See Ex. 30.35. Accepting such a promise of the broadest conceivable
indemnification against nearly any type of claim, from a third party, in
contemplation of taking on a fiduciary role where the MD will be in a position to
act on that third party’s wishes, is evidence of both the MDs’ improper motives
and divided loyalty.
138. Michael Roberson agreed in principle to serve as Lachlan’s MD on
October 30, during a brief conversation with Lachlan’s counsel. Roberson, 9/16
PM 222:8-13. At that point, Roberson had never spoken with Lachlan Murdoch or
Rupert Murdoch, any MFT Beneficiary, or any current or former Cruden MD.
Roberson had not received a copy of the MFT Agreement or the Cruden Operating
Agreement. The only documents Roberson had received were the two memos from
SDFS and a non-disclosure agreement. Id. at 224:15-226:9. During the Project

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Family Harmony process, Roberson’s only personal research consisted of reading
The Fall by Michael Wolff and The Successor by Paddy Manning, along with “a lot
of Google searches” and reviewing “media reports, newspaper articles.” Id. at
187:14-188:4.
139. Roberson eventually had a conversation with Lachlan Murdoch after
he had agreed to serve as his MD. Id. at 238:15-239:24. During that
conversation, which lasted “roughly a half hour,” the two did not discuss
anything specific about what it would mean to serve as an MD, about how
Lachlan would exercise control if the Top Hat Amendment were ratified, or even
about the upcoming Special Meeting. Id. at 239:13-21, 261:9-262:3. At no point
did Roberson personally analyze the MFT’s governing documents; as of trial, he
still could not speak to the meaning of the governance provisions. Id. at 227:15-
229:5.
140. Similarly, William O’Donnell did very little research before deciding to
support the Top Hat Amendment. As he admitted at trial, the only work that he
did to prepare for the Special Meeting consisted of: (i) Google searches and
watching YouTube videos about the Murdochs (or the fictional family in the show
“Succession”), Ex. 0167; O’Donnell, 9/17 AM 156:10-16); (ii) listening to The Fall
by Michael Wolff, which SDFS suggested; and (iii) brief discussions with Michaelle
Rafferty (about logistics) and a “cursory review” of the SDFS memo. O’Donnell,
9/17 AM 158:8-21, 195:22-196:8.
141. O’Donnell agreed to vote in favor of the Top Hat Amendment at his
very first Project Family Harmony meeting on November 16, KRM, 9/17 AM

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122:11-123:8, after having received the background memo from SDFS either the
same day or the day before. O’Donnell, 9/17 AM 197:18-24. Like Roberson,
O’Donnell did not personally review the MFT Agreement or Cruden OA.
142. As both Roberson and O’Donnel explained during their testimony,
they saw the Amendment as a solution to a “math problem” that would arise with
four MDs having equal votes. O’Donnell, 208:8-10; Roberson 258:6-8.
143. To the extent that Mr. Roberson and Mr. O’Donnell’s testimony about
their simplistic understanding of the problem at hand is credible, and the court
finds it is not, the “math problem” they aimed to solve was not the possibility of a
deadlock of two MDs against two MDs, but the possibility of a three-to-four vote
that could threaten Lachlan Murdoch’s succession of his father at Fox and News.
144. The court finds that the testimony of all three of the “Approving MDs”
(Barr, Roberson, and O’Donnell) about their deliberative process in deciding to
participate in (and eventually vote to effectuate) Project Family Harmony did not
credibly demonstrate an honest or rational attempt to solve for the possibility of
deadlock at Cruden (a speculative possibility, at best).
145. Instead, this testimony demonstrated a (nearly) carefully crafted
charade to lend legitimacy and plausible deniability to a scheme devised by SDFS
to consolidate control over the MFT to permanently cement Lachlan Murdoch’s
executive roles at Fox and News and to give him and his appointed MDs
unfettered control over the MFT, to the exclusion of Cruden and its appointed
MDs, regardless of the impacts such control would have over the companies or
the beneficiaries of the MFT.

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3. November 16 meeting
146. The next meeting of the Project Family Harmony participants, and the
first with all the proposed new MDs was on November 16, 2023, again at the Fox
lot in Los Angeles. Ex. 107; Roberson, 9/16 PM 188:14-189:3.
147. By this time, Rupert Murdoch had become the figurehead of Project
Family Harmony, and the purpose of the November 16 meeting “was to inform the
managing directors about ... Rupert’s concerns and the work that the lawyers had
been doing in trying to fashion something that would address them.” Barr, 9/16
AM 64:4-10.
148. Rupert Murdoch had already filed the initial petition in this case more
than two weeks prior, on October 30, 2023.
149. Also by this time, the Fox and News executives were no longer openly
involved; the November 16 meeting was anticipated to include the proposed MDs
and their counsel, and Lachlan Murdoch and Rupert Murdoch and their counsel.
Ex. 0107.
150. During the meeting, Rupert Murdoch (who attended via Zoom) gave “an
overview of his concerns” for about 30 minutes. Barr, 9/16 AM 64:11-15;
O’Donnell, 9/17 AM 207:9-17; see Ex. 0107. Rupert Murdoch also spoke about
“editorial policy” at Fox and News, and his “legacy.” Barr, 9/16 AM 66:9-14;
68:22-69:3. Barr admits he interjected during Rupert Murdoch’s speech to assert
that despite Rupert Murdoch’s words about his “legacy”, what Mr. Murdoch really
meant was the value of the companies, a distinction Barr “anticipated ... would
engender debate.” Id.

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151. Also at the November 16 meeting, the participants were shown a new
slide presentation that, in many ways, parallels the September 14 slide
presentation, but for a new audience. This presentation, like the September 14
presentation states that Cruden “[c]annot operate as originally intended”,
specifically discussing that one of the “Current problems due to Cruden
structure” is that the trustee “[c]annot distribute out troublesome beneficiary’s
sub-trust without consent” and “[c]annot amend the governing principles to get
rid of the veto right.” Ex. 2291.7. This presentation then indicates that “there also
a risk to Fox and News”. Ex. 2291.9 (emphasis added).
152. Like the September 14 presentation, these slides point out that with 3
MD votes after KRM’s death, the MDs “could drastically change the editorial
direction or force sale of News/Fox” and “[c]ould terminate the MFT.” This deck
then presents two “potential solutions”: (1) “Repealing and Replacing” the Cruden
OA to permit Lachlan Murdoch to appoint Class A MDs after Rupert Murdoch’s
death; and (“1.5”) “Limited Amendments” to the Cruden OA to “[g]ive [Lachlan
Murdoch] similar protections as KRM preventing News/Fox ouster and controlling
MFT shareholder rights in News/Fox. The slides then detail a third “proposed”
(rather than “potential”) solution: the “Top Hat Restructuring”. Ex. 2291.11-14.
153. The November 16 meeting was the only time that Roberson met in
person with Lachlan Murdoch, and the only time O’Donnell spoke with Rupert
Murdoch at all prior to the Special Meeting. KRM, 9/17 AM 122:11-23; Roberson,
9/16 PM 241:13-15.
154. William O’Donnell testified that he does not recall if the value of Fox or

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News Corp even came up at the November 16 meeting. O’Donnell, 9/17 AM
207:22-208:3.
155. Between their selection as new MDs and December 6, 2023, neither
Roberson, O’Donnell, or Barr testified to performing any in-depth analysis of Fox
or News Corp’s governance history or stock performance,7 details of their strategic
plans, or alternative solutions to the problem of “deadlock” that they were
purportedly attempting to solve in the MFT. None of the newly proposed MDs,
despite a neutral, tax-based justification for their appointment, had any contact
with the other MDs or beneficiaries prior to their actual appointment on
December 6, 2023; and none credibly testified to have considered devising or
proposing any alternative to the Top Hat Amendment.
156. Ultimately, this court sees through the thin veneer of plausible
deniability that Lachlan Murdoch, Siobhan McKenna, Rupert Murdoch, their
counsel, and the other Project Family Harmony participants painted through the
recruitment and appointment of the Approving MDs.
157. The court finds that these MDs’ decision to support the Amendment,
whether made by the November 16 meeting, as the credible evidence shows, or
some time later, was either informed by and knowingly complicit with Lachlan
Murdoch’s and Rupert Murdoch’s plan to permanently grant control to Lachlan
Murdoch and prevent a sale of Fox and News or a change in their editorial
7
William O’Donnell did claim to have looked up Fox and News data on the CNBC website, Ex.167, but there is no
evidence of his obtaining any further research or analysis into the companies. Michael Roberson “had a general
awareness that the companies were doing well” and, by the special meeting, had confirmed that Fox and News were
“tremendously valuable assets.” Roberson, 9/16 PM 259:14-260:6.

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directions, or the MDs’ decision was sorrowfully lacking in the deliberative
seriousness and intelligence that each of the Approving MDs have demonstrated
they possess in the rest of their professional lives. The weight of the evidence
supports the former.
4. Project Family Harmony activities after November 16.
a. Negotiations with Wendi Deng and Trustees for Grace Murdoch
and Chloe Murdoch
158. Because the MFT Agreement does not permit amendments as to Grace
Murdoch’s and Chloe Murdoch’s MFT sub-trusts, Ex. 1055, Article Ninth; Ex.
45.29, it was necessary for Grace Murdoch, Chloe Murdoch, and their trustees to
enter into a non-judicial settlement agreement with Cruden (“NJSA”) to permit
the Amendment. Ex. 1000. In exchange, Rupert Murdoch offered them the right
to appoint MDs in Cruden 2, one of the new trustees to be appointed over the
MFT. L. Murdoch, 9/19 PM 122:17-24.
159. On November 8 2023, Rupert Murdoch and Siobhan McKenna had
met with Wendi Deng. Ex. 2277. McKenna subsequently sent Wendi Deng a draft
of the NJSA and a memo authored by Rupert Murdoch’s counsel providing an
“Overview of Murdoch Family Trust Concerns and Proposed Resolutions”,
identifying the only concern as the risk of deadlock. Ex. 2279.9. The memo also
explained that Grace Murdoch and Chloe Murdoch would be given the power “to
each control appoint[ment] of her respective Managing Director” in one of the two
new trustees. Id. at .11.
160. After the November 16 meeting, Rupert Murdoch met with Grace

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Murdoch and Chloe Murdoch to outline the Top Hat restructure himself. He came
armed with speaking notes prepared for him by McKenna. Ex. 2298. Grace
Murdoch’s and Chloe Murdoch’s trustees and their counsel reviewed and
commented on the NJSA and other materials, including a draft of the Cruden 2
Operating Agreement. See Ex. 0105; Ex. 2294; Ex. 2325; Ex. 2326.
161. Grace Murdoch and Chloe Murdoch, through their trustees, ultimately
agreed to the Top Hat restructure, but insisted that they “be indemnified for any
damages or legal fees from participating in the NJSA.” Ex. 2294; see Ex. 150;
DeVoe 291:20-23.
162. That Cruden entered into a NJSA, giving the trustees for Grace
Murdoch and Chloe Murdoch advance notice of the Amendment, without giving
the Objecting MDs or any MFT beneficiaries (except Lachlan Murdoch) notice of
the same, is evidence indicative of Cruden’s lack of impartiality toward MFT
beneficiaries and evidence of failure to equally inform all the beneficiaries of trust
affairs.
b. Notice of the December 6, 2023 Special Meeting
163. On November 26, 2023, Objectors were provided notice for the first
time of the Special Meeting to take place on December 6. Ex. 0111. The notice did
not contain any information about the subject matter of the meeting. Id. Both the
notice date and the decision to send it without an agenda had been decided, as
part of the Project Family Harmony plan, over a month prior. See Ex. 2252.2; Ex.
2261.2.
164. The timing of this notice—10 days’ before the Special Meeting—did

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comply with the Cruden OA and was consistent with Cruden’s past practices.
9/20 AM, 68:19-70:10, 72:5-16, Exs. 30.24-.25, at Section 7.4 (10 days’ notice
required for special meeting), Ex. 1212 (8 days’ notice before meeting); Ex. 1218
(4 days’ notice before meeting).
165. But notice of this meeting, the date of which had been set for well
more than a month, was kept secret for the purpose of preventing the Objectors
from frustrating the plans of Project Family Harmony.
166. After receiving the notice, MD Mark Devereux reached out to DeVoe
(who had distributed the notice) and asked about the “main topic for the
meeting,” as Devereux had a flight scheduled on December 6. DeVoe knew the
meeting topic, and had known for weeks. DeVoe 311:10-16. But DeVoe did not
disclose the agenda; instead, he responded, “Rupert has asked to speak to all the
Managing Directors and I think it would be great if you could reschedule your
flight and be able to attend.” Ex. 2310.1.
167. A few weeks after the Special Meeting, Rupert Murdoch admitted to
Oldfield that “the short notice was to prevent J[ames Murdoch] attempting an
injunction.” Ex. 2364.1. Barr similarly admitted that there was “concern about
leaving too much time” between “putting [the proposals] on the table and
engaging with [the Objectors] about them and actually getting the vote.” Barr,
9/16 AM 75:5-22. They assumed James Murdoch would be “very hostile to this
and would basically pull out the stops to block it.” Id. at 75:23-76:1.
168. On December 4, 2023, MD David DeVoe (then still an MD and
president of Cruden) emailed an agenda for the Special Meeting, documents

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reflecting the conditional MD resignations, the designations of incoming MDs, the
affidavits of incoming MDs, and information about three separate proposals to be
considered by the MDs: “Proposal #1” was to amend the Cruden OA such that
upon Rupert Murdoch’s death, rather than terminating the Class A managing
directors, the four Class A managing directors presently nominated by Rupert
Murdoch would thereafter be nominated by Lachlan Murdoch. “Proposal #2” was
to amend the Cruden OA to provide that, in substance, the vote of Lachlan
Murdoch’s managing director would be required to take any action, and in certain
matters pertaining to the voting of Fox Corporation or News Corporation shares,
Lachlan Murdoch’s managing director could cause Cruden to act without the
affirmative vote of other managing directors. RSJ, ¶56.
169. “Proposal #3”, the Amendment, amended Article Eighth, Section (A) of
the MFT to add a power of Rupert Murdoch to appoint additional trustees (rather
than his previous power only to appoint successor trustees), which trustees
would not be required to have the same governance structure as Cruden:
During KRM's lifetime, KRM may appoint additional and/or successor
Trustees to serve over this Trust or any subtrust created hereunder, subject
to the limitations set forth under Article Eighth Section D below [relating to
“independent” managing directors].
Ex. 0146.75.
170. Under the proposal, this amendment would be adopted “subject only
to ratification by the Second Judicial District Court in and for the State of
Nevada”. Id. at .85.
171. Because amendments to the Cruden OA effectively require unanimous
approval, the third proposal, the Amendment, was the only proposal that could

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possibly pass with the MDs appointed only by Rupert and Lachlan Murdoch.
172. The reason for proposing resolutions that were certain to fail was
spelled out in an October 17, 2023 email exchange between John Nallen and
Siobhan McKenna. Nallen was concerned that a legal challenge by all three of the
objecting Adult Children would carry more weight than if James Murdoch were
litigating alone: “I feel like a broken record on this, but the risks to the Plan if
another Beneficiary [besides James] objects should be highlighted.” Ex. 2253.1.
In response, McKenna acknowledged that risk and described her solution: “We’ve
been working through that—including putting resolutions they will likely vote
against.” Id. (emphasis added.)
173. These two additional proposals were included for the express purpose
of trying to create a perceived litigation advantage against the Objectors, by
having them vote against additional proposals, as well as the Top Hat
Amendment. Barr later made precisely this point in his testimony, pointing to the
failure of the first two proposals as purported evidence of the need for the
Amendment. Barr, 9/16 AM 79:16-80:6.
c. Commission of a report by Bank of America
174. During the November 16 meeting, Mr. Barr had “raised the question of
whether there was a report” because he was “interested in examples and
illustrations of other families and what’s happened to get into this situation, get
into these kind of governance problems.” Barr, 9/16 AM 104:3-15.
175. Siobhan McKenna then relayed this request in a text to Robert
Thomson Ex. 4133.9., who on November 28, 2023, commissioned a report from

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News Corp’s regular financial advisors at Bank of America. Ex. 121.1; Powers
47:15-20, 60:6-11.
176. By that time, Barr and O’Donnell, at least, had already decided to vote
in favor of the Top Hat Amendment. Barr, 9/17 PM 69:14-17; KRM, 9/17 AM
122:11-123:8.
177. The instruction to Bank of America was to “address ... the potential
consequences of any uncertainty regarding the MFT and in particular the
potential reaction from investors to a lack of continuity of leadership.” Ex.
0121.1. They were told to “assume the lack of consensus at MFT would impact
the strategic direction of both companies including a potential reorientation of
editorial policy and content”. Id.
178. Bank of America did not perform their own analysis to reach a
conclusion as to whether the supposed lack of consensus would impact the
companies. Powers 117:24-118:14; 118:11-14.
179. Bank of America sent Thomson a draft report three days later, on
December 1, 2023. Thomson, 9/20 PM 237:13-18. Thomson then distributed the
report to Mr. Barr, Rupert Murdoch, Lachlan Murdoch, Siobhan McKenna, and
Rupert Murdoch’s counsel. Thomson, 9/20 PM 238:9-15. He did not send the
Report to the Objectors, although he claimed to have had the impression “that it
may be produced for all the MDs.” Id. at 238:9-239:6.
180. The Bank of America report presents seven case studies of companies
that underwent a “pubic ‘governance crisis.’” Ex. 1429.4. In four of the case
studies, the “crisis” resulted in value creation for shareholders, which the New

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MDs admit. Id.; Barr, 9/16 PM 74:14-17; Roberson, 6/16 PM 250:9-15; see also
Powers 235:2-13. One case study in the report, Rogers Communications,
demonstrates the negative effects of entrenchment of an executive at a family-
controlled company. Ex. 1429.4-.5, .11-.12.
181. Notably, the Bank of America report “doesn’t take a position on the
likelihood of any potential stalemate within the MFT” or “offer a view as to how
any proposed changes to the MFT’s governance structure would impact the
likelihood of any stalemate”, Powers 17:2-12. The report offers no “view as to
whether any MFT proposals as to governance would impact the stock price of
either News Corp. or Fox”. Id. at 79:13-20. And, the report “doesn’t take the
position that a change in governance or leadership would necessarily have a
negative impact on investors’ views of the companies”, Id. at 188:7-12, 202:2-6.
182. Despite receiving this report from Bank of America, the MDs did not
choose to rely on it or share it with Objectors at any time prior to or during the
Special Meeting. Barr, 9/16 AM, 105:14-21; Roberson, 9/16 PM, 195:14-25;
O’Donnell, 9/17 AM 168:9-169:5.
d. KRM meets with Elisabeth Murdoch and Prudence Macleod
183. On December 4, 2023, Rupert Murdoch met in London with Prudence
and Elisabeth separately, neither of whom was told in advance what he wanted to
discuss. Ex. 2329; Ex. 4095.1.
184. Rupert Murdoch, who was armed with the speaking notes prepared by
Siobhan McKenna, Ex. 2335, wanted to “[s]moke out exactly what the thinking
was.” Barr, 9/16 PM 18:24-25:10. At these meetings, Rupert Murdoch explained

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to Prudence Macleod and Elisabeth Murdoch what would happen at the Special
Meeting. Macleod, 9/18 PM 91:13-19; E. Murdoch, 9/18 PM 47:22-48:15.
185. As Rupert Murdoch explained to Elisabeth Murdoch, he “wanted to
make sure that this would happen and this is what he was going to do at the
meeting. He would have two proposals that would be voted down, and then he
was going to push through the third proposal.” E. Murdoch, 9/18 PM 47:22-
48:15.
186. Later that day, Rupert Murdoch reported to the other participants in
Project Family Harmony that Elisabeth Murdoch and Prudence Macleod were not
in support of the plan, Barr, 9/17 AM 76:9-16, and the meeting agenda was
finally sent to all MDs. DeVoe, 325:10-17.
e. December 5 Rehearsal
187. On December 5, 2023, after learning the results of KRM’s meeting
with Elisabeth Murdoch and Prudence Macleod, the Project Family Harmony
participants met for a “Project Harmony Rehearsal.” Ex. 2303.
188. The participants “walked through the procedural steps of the meeting
and the rules of order, who would say what when, what’s the order of business.”
Barr, 9/16 PM 110:3-9; see Roberson, 9/16 PM 251:7-14 (calling the December 5
meeting a “procedural walkthrough”). It was in the same conference room where
the Special Meeting would be held the following day. O’Donnell, 9/17 PM 15:15-
18.
189. The “rehearsal” included discussing the Objectors’ anticipated
objections and planning how to respond to each. Ex. 145.62; Barr, 9/16 PM

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113:11-114:25. The anticipated objections included: (i) “Not enough time”; (ii)
“Want more information prior to voting”; (iii) “Limited amendment power”; and (iv)
“Amendment removing the limitation is an end-run around the guaranty that the
Adult Children will have a say in the operation of the trustee.” Ex. 145.62-.63.
190. In substance, the proposed response to each objection was the same:
the Approving MDs would be moving forward. Id.
191. While Barr claimed at trial that he may not have gone forward with
the Top Hat plan if there was “some indication” that Prudence Macleod and
Elisabeth Murdoch would support Lachlan, Barr, 9/16 AM 72:22-73:13, 77:2-
78:2, the Special Meeting “rehearsal” notes provided a scripted response to be
used even if Ms. Macleod and Ms. Murdoch had offered their support during their
meetings with their father. The scripted response: “Disarray is inevitable unless
we fix the problem now.” Ex. 0145.63.
192. That same day, after having received the meeting materials, MD
Angelo sent a letter to all of the MDs and Beneficiaries requesting a
postponement of the Special Meeting. Ex. 2339. In his letter, Angelo raised both
procedural and substantive concerns about the proposed resolutions. Id. at .2. He
stated that he “remain[ed] open and willing to consider the proposed actions
further” but that the “evaluation cannot be taken overnight, nor can it be done
without any supporting analysis.” Id. at .3.
193. Rather than respond to the letter, Mr. Barr wrote talking points for
what he would later say at the Special Meeting to overrule the expected
objections. Ex. 0131; Barr, 9/16 PM 118:14-119:7 (testifying he “took [Angelo’s]

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letter and [he] made notes that [he] could use as talking points when [he]
overruled the objections at the meeting”). He read from these points essentially
verbatim at the Special Meeting. Barr, 9/16 PM 126:4-7.
194. On the morning of December 6, Lachlan Murdoch texted Elisabeth
Murdoch, disingenuously if truthfully: “Hey Lizzy. I really appreciate your
support. Today is about Dad’s wishes and confirming all of our support for him
and for his wishes. It shouldn’t be difficult or controversial. Love you, Lachlan”.
Ex. 4179.4.
J. The Special Meeting of December 6, 2023.
195. The special meeting took place on December 6, 2023, at 8:00 a.m., at
the offices of McDonald Carano in Reno, though many parties (including all the
Murdoch parties) participated remotely via Zoom. Ex. 0146; Ex. 1462.1.
196. Present in person or virtually were all current MDs Siobhan McKenna,
Jesse Angelo, David Devoe, Mark Devereux, Richard Oldfield, and Robert
Thomson. Also present were the new proposed MDs William Barr, William
O’Donnell and Michael Roberson and their counsel, Tyler Andrews and Mark
Ferrario (for Barr and O’Donnell) and Michael Leavitt (for Roberson).
197. Rupert Murdoch was present with his counsel, Michaelle Rafferty. All
four Adult Children were present. Alan Freer and Brian Steadman from SDFS,
serving as Lachlan Murdoch’s counsel, were present. James Murdoch’s counsel
Jeff Palker was also present. Ex. 2455.2-3.

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198. After overruling motions to adjourn the meeting by Mark Devereux and
Richard Oldfield, the parties turned to the appointment of new directors, and of
chairman and president. Ex. 2455, 7:7-8:2. At MD Devereux’s request, the
Approving MDs provided brief introductions. Ex. 2455, 13:10-14:21.
199. The current MDs then voted to approve the confirmation of the new
MDs, voting 7-0 (with an abstention by MD Angelo), thereby effectuating the
resignations of MDs DeVoe, Thomson, and McKenna, and formally appointing
MDs Barr, O’Donnell, and Roberson. Ex. 2455, 14:22-17:8, Ex. 151.5; RSJ ¶55.
200. Mr. Barr was then appointed as chairman and president of Cruden
with a vote of 5 to 3 (the Approving MDs in favor, and Oldfield, Devereaux, and
Angelo— the “Objecting MDs”—against). Ex. 2455.18:1-.20:1.
201. After appointment of the new MDs was confirmed, Mr. Barr recognized
Rupert Murdoch, who read a statement that said, in part:
These companies are my legacy; I have put everything into them over my
life. The current structure of Cruden creates risks to the governance and
operation of News and Fox when I am no longer with you. Those risks are
already a point of discussion, and there is no reason that needs to be the
case. The managing directors can fix that.
...
Lachlan is committed to my legacy and to providing what it takes to
oversee these companies. I support his direction as the leadership of these
companies, and I ask that the Managing Directors support him. I love each
of my children, and my support of Lachlan is not intended to suggest
otherwise. But these companies need a designated leader and Lachlan is
that leader. He needs the support and confidence of the Managing
Directors behind him as these companies move forward.
I have confidence in what he is doing and what he will continue to do. It
was because of this that I have been able to take a step back and retire as
Chairman. I ask you to stand by my decision, and stand by Lachlan, and

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stand by Fox & News to eliminate the uncertainty that the Cruden
structure is perpetuating. Ex. 1462.101.
202. During the discussion that ensued, the Objectors were told that the
proposed resolutions were motivated by a need to reduce uncertainty that was
harming the companies. Barr, 9/16 PM 50:5-18; Ex. 2455.21, .23-.24, .29, .31.
When asked directly by Jesse Angelo whether any analysis existed, Ex.
2455.30:18-25, Barr said that he “think[s] there are studies” showing the impact
of “generational transition” on stock price. Ex. 2455.31:7-24. Barr did not
mention the Bank of America report.
203. At trial, Mr. Barr admitted that (i) he has “never seen any studies
indicating that the overhang of uncertainty has an impact on the stock price of
Fox or News Corp” Barr, 9/17 PM 48:9-13; (ii) he had not seen studies “show[ing]
the harm to companies [in] circumstances of deadlock” id. at 51:9-52:9; and (iii)
he had not obtained any independent advice that leadership continuity would
promote long-term value at Fox and News, id. at 49:22-50:4.
204. Mr. Barr’s refusal, when asked by a fellow MD, to disclose that he had
requested and received analysis to support his decision from Bank of America is
indicative of a lack of good faith.
205. During the Special Meeting, Michaelle Rafferty told the Objectors that
they “are submitting whatever action we are taking for confirmation by probate
court,” that their action “will be effective upon a decision by the probate court,”
and that this was “a process that’s going to take some time, perhaps two or three
months, perhaps even longer.” Ex. 2455.29.
206. When the objecting parties asked for more information about this

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process, Mark Ferrario, counsel for Barr and O’Donnell responded: “[T]here will
be an action filed in probate court to confirm what is done here today.” Id. at .38
(emphasis added).
207. Yet the New MDs were all aware that Rupert Murdoch had already
initiated this case. Roberson, 9/16 PM 252:11-18; Barr, 9/16 AM 86:10-22;
O’Donnell, 9/17 PM 20:9-15.
208. These misleading representations about the status of the case is
further evidence of the MDs’ bad faith. That the initial petition filed on October
30, 2023 did not affirmatively seek approval of the Amendment until it was
amended the day after the Special Meeting does not make the MD’s failure to
disclose the filing of this case any less indicative of their bad faith. Rupert
Murdoch had already filed a petition to assume jurisdiction over the MFT in this
court, expressly for the purposes of anchoring this matter within this jurisdiction,
and none of the Approving MDs (including Barr, Cruden’s new president) or their
counsel saw fit to mention that at the Special Meeting.
209. Under Cruden’s Policy and Procedure Manual, both the departing MDs
and the New MDs were obligated to inform their fellow MDs and the Senior Trust
Officer, at least, of the existing litigation. Ex. 12.31-.32. None did. Ex. 2455.37.
210. After reviewing each of the proposals, and further discussion and
argument, the MDs voted as follows:
a. Proposal 1: 5-3 in favor, with the Approving MDs in favor,
and the Objecting MDs against. The Proposal failed for lack of
unanimity.

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b. Proposal 2: 5-3 in favor, with the Approving MDs in favor,
and the Objecting MDs against. The Proposal failed for lack of
unanimity.
c. Proposal 3: 5-3 in favor, with the Approving MDs in favor,
and the Objecting MDs against. The Proposal passed with the
majority vote required to amend the MFT.
211. The meeting was thereafter adjourned. Ex. 2455.62.
K. After the Special Meeting
212. The day after the Special Meeting, on December 7, 2023, Rupert
Murdoch filed his Verified Amended Petition to Assume Jurisdiction Over Trust and
for Declaratory Relief.
213. Rather than the filing of this action being a “further sign of their good
faith,” as Petitioner claims, K. Rupert Murdoch’s Closing Trial Brief at p. 112, ln.
4-8, this court finds that the filing of the present action was nothing more than a
strategy to anchor any litigation in the Petitioner’s chosen forum. Ex. 2213.7; See
Barr, 9/16 AM, 87:11-19. Any suggestion to the contrary before or after by the
witnesses or Petitioner’s counsel is disingenuous and not credible.
214. In January 2024, Mr. Barr initially executed the Amendment. Ex.
1326.
215. Later, on or about May 31, 2024, Mr. Barr executed a slightly different
version of the Amendment, supposedly because the Amendment executed in
January was not notarized. Ex. 0169; Barr, 9/16 PM, 146:17-148:2.

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216. The substance of the Amendment executed by MD Barr in May,
however, added additional language, which made clear Rupert Murdoch could
appoint trustees prior to court ratification of the Amendment, but that any such
appointment would be held in abeyance until the court confirmed the
Amendment:
Notwithstanding the foregoing, the Trustee may, in its discretion, elect to
accept the effective exercise of the authority of KEITH RUPERT MURDOCH
under the Amendment, but hold it in abeyance pending receipt of court
ratification as referenced above after which receipt such exercise shall be
deemed effective as of the date such exercise is delivered to the Trustee.
Ex. 0169.
217. This second version of the Amendment, executed during the
pendency of this case, was an obvious attempt to ensure that, if Rupert
Murdoch had passed away prior to this court’s ratification of the Amendment,
the appointment of Cruden 2 and Cruden 3 will still be effective. Barr, 9/16
PM, 146:9-148:6.
218. On June 19, 2024, two days after entry of this court’s RSJ and
hours after the conclusion of Rupert Murdoch’s deposition in this case, Cruden
2 and Cruden 3 were formed in the State of Nevada. Barr, 9/16 PM 149:3-9;
Ex. 170; Ex. 171.
L. Ultimate Findings Regarding the Amendment
1. The “sole purpose” of the Amendment was not to benefit the
Individual Beneficiaries of each Sub-Trust.
219. The thrust of the approving MD’s explanations of the purpose of the

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Amendment at trial was, in essence, “what is good for the value of Fox and News
is good for the beneficiaries of the MFT.” While it is, of course, true that
increasing the value of Fox and News shares does improve the economic stake of
every sub-trust, the Petitioner takes this simplistic logic too far to be an honest
explanation for why the Amendment was approved.
220. Petitioner claimed in his Amended Motion for Summary Judgment that
the sole purpose of the Amendment was “to give Lachlan [Murdoch] control over
the MFT’s vote of its Fox and News Corp shares” as a means to maximize value of
the shares of Fox and News Corp. p. 44-45 (April 4, 2024). The Petitioner argued
that “Lachlan’s leadership of Fox and News Corp … “protect[s] the value of the
MFT’s assets for the benefit of the Beneficiaries.”
221. The evidence shows that even Lachlan Murdoch’s continued
leadership at Fox and News was not the sole purpose of the Amendment. Other
purposes include securing the ability to sever James Murdoch (and his ability to
appoint a Cruden MD) from the trust (though it was ultimately concluded this
was not possible or desirable), and Rupert Murdoch’s wish that Fox and News
continue to be alternative, conservative voices in media after he dies, which he
admits is an independent goal that is not just about the companies’ value.
222. These are the motivations that were stated in the SDFS materials all
the approving MDs were given. The MDs were either acutely aware of these
alternative purposes, or willfully ignorant. While the Approving MDs attempted to
distance themselves from these motivations at trial, the contemporaneous
evidence of their involvement in Project Family Harmony made clear that these

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several alternative purposes were driving Project Family Harmony and,
eventually, the Approving MDs’ decision to adopt the Amendment.
223. Severing James Murdoch’s sub-trust from the trust because he was a
“Troublesome Beneficiary” was the initial purpose of the Amendment, despite the
fact that neither he nor Jesse Angelo, his appointed MD, had ever voted against a
Cruden resolution prior to 2022.
224. That the objective of severing James Murdoch’s sub-trust was
eventually abandoned does not cleanse the effort or give it a new purpose; as the
evidence demonstrates, Lachlan Murdoch and Siobhan McKenna discovered that
they could achieve an even better objective: neutralizing James Murdoch’s and
Jesse Angelo’s purported interference with Lachlan Murdoch’s plans for the
companies without losing the control represented by his 1/6 share of the MFT’s
stock.
225. The evidence shows that the Amendment was designed to give Lachlan
Murdoch (through Cruden 2 and Cruden 3) more than just control of the MFT’s
vote over its Fox and News shares; It gives the new trustees control of all MFT
decisions, including non-share decisions such as distributions to Eligible
Beneficiaries, and the ultimate duration of the MFT.
226. This means that through the Amendment, Lachlan Murdoch,
regardless of his executive performance or the performance of Fox and News
stock, would have the ability to keep the MFT’s voting bloc of Fox and News intact
for effectively as long as he desires, locking up the MFT’s assets and excluding
other investments, and preventing a sale or other disposition of the MFT’s shares

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of Fox or News, no matter the price, for decades to come.
227. A key purpose of the Amendment, which the Approving MDs knew,
was to satisfy Rupert Murdoch’s desire to posthumously control the direction of
Fox and News Corp. The Project Family Harmony materials use the phrase
“KRM’s wishes” or “KRM’s legacy” 26 times. See Objectors’ Post-Trial Brief, p. 78.
228. The only tangential mention of stock value presented to the Approving
MDs at their meeting of November 16, 2023 was a reference to a failure to vote
the MFT’s shares, “resulting in a failed company”, Ex. 2291.9, with no
explanation of how the failure of the controlling shareholder (the MFT) to vote was
certain to result in corporate failure.
229. When choosing which of the proposed strategies to pursue, the Project
Family Harmony members considered two things: (1) which option is better able
to be defended against litigation; and (2) which option will best effectuate “KRM’s
wishes.” Ex. 0093.3. When Elisabeth Murdoch reached out to Lachlan Murdoch
after finally learning of the Top Hat Amendment on December 4, Lachlan sought
to justify it as “about Dad’s wishes.” Ex. 4179.4. In fact, the Amendment,
developed by the MD appointed Lachlan Murdoch, was a way to effectuate
Lachlan Murdoch’s wishes, with Rupert Murdoch’s blessing.
230. As Rupert Murdoch admitted, if the Top Hat Amendment is approved,
“Lachlan will gain control after [Rupert Murdoch’s] death without spending any
money or taking on any debt at all.” KRM, 9/17 AM 73:4-10.
240. Further, the Court finds that Petitioner’s conflation of the term “legacy”
as used at the Special Meeting with “shareholder value” is disingenuous. Rupert

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Murdoch testified at length to exactly what he meant by his “legacy,” which he
considers “one of the purposes” behind the Top Hat Amendment: to preserve Fox
and News Corp as alternative voices in media. KRM, 9/17 AM 84:5-86:20.
241. To Rupert Murdoch, a sale of the companies that would result in
leadership with different beliefs and politics would diminish his legacy no matter
the price. Id. Similarly, Rupert Murdoch testified: “Well, I was proud of what we
had – the assets we had left and I thought they were important. They were great
assets for the family and I thought they were important in the English-speaking
world, certainly in the United States ... [T]hey were known voices. And, I mean --
sort of right-of-center and they're the only voices in the media world in this
country.” KRM 9/17 AM 9:16-10:3.
242. This meaning of “legacy” is reflected in other trial evidence. In a June
2022 email to Oldfield, Rupert Murdoch wrote that “it would be a disaster ... if
these assets fell into the wrong hands” and that he believed Fox and News Corp’s
“alternative voice” were “essential for democracies.” Ex. 0066.1.
243. Rupert Murdoch, at least, is clear-eyed about how the Amendment
protects his “legacy”; he views the Amendment as a means for him to control
what happens after his death, including entrenchment of Lachlan Murdoch as his
successor. KRM, 9/17 AM 90:1-17.
244. To place all these varying explanations for the Amendment under the
umbrella of improving the value of Fox and News, and to then claim that is the
“sole purpose” of the Amendment is intellectually dishonest- especially here,
where there is no evidence that the scheme giving rise to the Amendment had

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anything to do with the long-term value of company shares or that the MDs had
any deeper understanding of the corporate strategies of Fox or News other than
their “right-of-center” editorial position.
245. No mention of “value” or stock price was presented to the MDs at all,
other than the Bank of America Report- which each MD declined to rely upon,
while also declining to seek any additional analysis. Barr, 9/16 AM 104:16-
105:10; O’Donnell, 9/17 PM 168:2-23; Roberson, 9/16 PM 249:12-23. The
Approving MDs cannot credibly walk away from Rupert Murdoch’s stated
purpose. Barr, Roberson, and O’Donnell each relied in part on Rupert Murdoch’s
explanation of the purported problem and proposed means to address it, as they
testified.
246. As this court has previously observed, “simply because there are
multiple intended aspects or impacts of an amendment permitting appointment
additional trustees of the MFT, does not necessarily mean that its ‘sole purpose’
was not to benefit its beneficiaries.” RSJ, p. 33 ln. 22 – p. 34 ln. 1. But, at trial,
the evidence showed more than multiple intended impacts, it showed that KRM’s
“wishes” and “legacy”, together with the possibility of neutralizing a “Troublesome
Beneficiary” were the intended ends of the Amendment that were devised without
regard to the Individual Beneficiaries of each sub-trust.
2. The Approving MDs did not determine, in good faith, that the
Amendment would be in the best interest of the beneficiaries
247. The court finds that the Approving MDs, and therefore Cruden, did
not exercise their discretion in good faith; instead, they exercised their discretion

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in bad faith.
248. That is, each of the Approving MDs, in their testimony, demonstrated
a dishonesty of purpose and motive. Objectors’ evidence showed that the
Approving MDs were not honestly concerned with good governance at Fox or
News, or had any serious deliberation about share value or corporate strategy.
249. Instead, each of the Approving MDs was motivated primarily by the
desire to serve Rupert (and Lachlan) Murdoch’s wishes by eliminating the “math
problem” that the Objecting Children’s MDs could outvote Lachlan Murdoch’s MD
after Rupert Murdoch’s death and alter the companies’ editorial stance.
250. Just as the approving MDs did not exercise their discretion to exercise
the MFT’s amendment power in “good faith”, the court finds they did not
determine in good faith that the Amendment would be in the best interest of the
Individual Beneficiaries.
251. As discussed above, the Approving MDs were roped into a scheme that
was expressly devised to sever the sub-trust of James Murdoch, not because it
would be best for James Murdoch or the other beneficiaries of his sub-trust, but
because he was a “Troublesome Beneficiary”- troublesome to Lachlan Murdoch’s
and Rupert Murdoch’s intentions to indefinitely exercise fiat power over the Fox
and News shares held by the MFT.
252. While references to severance of the James Murdoch family’s sub-
trust were eventually scrubbed from Project Family Harmony materials, it was
only because they devised a better plan: neutralize the vote of James Murdoch’s
appointed MD while locking up his sub-trust’s share of the MFT’s stockholdings

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under the control of Rupert Murdoch and, eventually, Lachlan Murdoch.
253. Lachlan Murdoch’s continued leadership of these companies was
designed to protect Rupert Murdoch’s “legacy”, and any positive impacts it has on
each sub-trust, including preservation of the value of the MFT’s assets, was a
tangential benefit rather than a true purpose of the Amendment.
3. Approval of the Amendment was Unreasonable
254. At trial the Objectors relied on the expert testimony of Professor R.
Glenn Hubbard to meet their burden of proving that the Amendment was
“objectively unreasonable” and thus an abuse of discretion by Cruden.
255. In reaching his opinions, Professor Hubbard purported to balance
the costs and benefits of the Amendment from an economic perspective,
concluding that (i) the loss of the Objecting Adult Children’s purported
“control rights” under the Amendment, without offsetting compensation,
would cause unambiguous economic harm to the Objecting Adult Children
and their sub-trusts; (ii) by further “entrenchment” of Lachlan at the
Companies, the Amendment would increase Lachlan’s incentives to extract
private benefits of control from the Companies, which could cause financial
harm to the MFT; and (iii) the Amendment’s offsetting benefits of resolving
uncertainty of leadership, preventing deadlock, and thwarting activist
shareholders lacked economic support. See 9/20 AM, 117:21-119:6.
256. As such, Professor Hubbard concluded that the economic evidence
did not support a determination that the Amendment would be in the best
interests of the Objecting Children and their sub-trusts. Id. To the contrary,

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he testified that as a matter of economics, one could not reasonably conclude
that the Amendment would be in the best interests of the Objecting Children
and their sub-trusts.
257. While Dr. Hubbard’s testimony highlights some of the risks and harms
to the beneficiairies of the MFT, it is not, by itself, a sufficient showing of an
abuse of discretion. Indeed, the rebuttal testimony of Drs. Guhan Subramanian
and Robert Sitkoff were equally illustrative of some of the potential benefits- or
lack of harm- the Amendment might, in theory, bring about.
258. The Court declines the Objectors’ invitation (through Dr. Hubbard’s
testimony) to quantitatively weigh the costs and benefits of the Amendment
because evaluating the correctness of the Trustee’s exercise of discretion is
beyond the court’s role.
259. While the MDs might have been diligent and well served by
considering the Amendment in the economic light that Professor Hubbard did at
trial, this court cannot find that the Approving MDs were required to engage with
economic analysis or academic studies to exercise their discretion reasonably and
in good faith.
260. Indeed, the MDs did not have the benefit of the expert opinions on
which the parties’ expert witnesses testified at trial. And, the Court cannot find
that the Trustee abused its discretion simply because the Objectors (or the court)
can think of alternative solutions to the problem the approving MDs were
purporting to solve.
261. The Amendment is not unreasonable because of the MD’s flawed

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economic analysis then, it is unreasonable because no reasonable person would,
in good faith or good conscience, and with the seriousness the task requires,
adopt the Amendment as a solution to the problem it purports to solve.
262. The Court find that approval of the Amendment was an abuse of
discretion because it is patently and objectively unreasonable. What the
Amendment effectively accomplishes is the trustee’s complete abdication of its
responsibility to protect the interests beneficiaries of the trust. The Amendment,
irrevocably, puts Cruden in a position where it will have no effective control over
the MFT. Instead, it delegates to Rupert Murdoch the authority to appoint
additional trustees who can overrule every one of Cruden’s future decisions
(regarding not only the Companies but all decisions about the MFT) without any
assurances from Rupert Murdoch about the identity, structure, or governance of
these new Trustees, or the actions they might take.
263. Even if, as the evidence shows, the Approving MDs had reason to
believe how Cruden 2 and Cruden 3 would be composed (though they sought no
enforceable assurances of this at the time the Amendment was approved), the
Amendment is well beyond the confines of honest reason. The Amendment
permits (and appears designed to usher in) the permanent, irrevocable
entrenchment of Lachlan Murdoch (or his chosen successor) as head of Fox and
News. The court cannot envision that this permanent entrenchment could
reasonably, practically, or legally occur at the corporate level of Fox and News,
and the court does not find it any more reasonable to so irrevocably entrench
Lachlan Murdoch’s control at the MFT level.

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264. Though the Court accepts the great weight of evidence demonstrating
that Lachlan Murdoch has capably discharged his duties during his tenure as
CEO, the Amendment virtually guarantees he will maintain control of the
companies (and all other assets of the MFT) for the foreseeable future regardless
of his future performance, the possibility he may become unfit to serve, or take
other actions that would effectively destroy the companies, diminish their value,
and eviscerate the value of the MFT.
265. It is simply not reasonable that, in order to protect the assets of the
MFT, Cruden would permanently extinguish its ability to protect the assets of the
MFT.8
266. What’s more, after the Amendment Rupert Murdoch could remove
Cruden as trustee entirely, with which would leave Cruden with no ability to
carry out (or even influence) its core function- protection of the MFT’s assets for
the benefit of its beneficiaries. See Ex. 0045 at Article Eighth, Section (C).
267. Section 111.1031 of Nevada Revised Statutes provides that the
nonvested property interests created by the MFT must vest or terminate within
365 years of the creation of the MFT. This is the latest possible date of extension
of the MFT.
268. The Court is unpersuaded by the equivocal testimony of Professor
Robert Sitkoff, 9/23, 62:4-65:3 that the applicable perpetuities period is 80 years,
8 The court notes that Cruden, if it had determined it could not govern the trust, could have resigned. See
MFT, Exhibit 0045, Article Eighth, Section (C)(2). In that case however, any new trustee would be bound by
the pre-Amendment terms of the MFT. By approving the Amendment, Cruden not only abdicates its authority
to govern the trust but virtually guarantees that its successors will have no have none of its own governance
safeguards.

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which would expire August 27, 2050.
269. Whether the perpetuities period would permit Lachlan Murdoch’s
Cruden 2 and Cruden 3 MDs to extend the MFT for 20 years beyond its
termination date, or for 305 years, does not affect this court’s reasoning. Under
the Amendment. Lachlan Murdoch’s control would likely last through his
productive working years or even longer, regardless of his performance or his
affects on the value of MFT assets.
270. The court furthermore finds little merit that Dr. Sitkoff’s suggestion in
his testimony that the addition of two more trustees would mean that “in
aggregate there will be more fiduciary obligation owed to the beneficiaries than
before.” Sitkoff, 9/23 AM 60:14-18. While plausibly true in theory, with Rupert
Murdoch’s continued ability to remove trustees of the MFT, there is no guarantee
of what quantity of “fiduciary obligation” would be owed to the beneficiaries in the
future.
271. Further, the addition of trustees eventually under the effective control
of the same person, Lachlan Murdoch, means that regardless of the total
fiduciary obligations owed, preventing or redressing a breach of those obligations
would involve additional litigation against additional defendants, at great cost to
any enforcing beneficiaries. Professor Sitkoff’s testimony does not bolster the
reasonability the patently unreasonable decision to approve the Amendment.
272. To the extent any of the foregoing findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the following
conclusions of law constitute findings of fact, they are so adopted.

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Conclusions of Law
M. Jurisdiction and Venue
273. Jurisdiction is proper in this state because Cruden is a “family trust
company” as defined in NRS 669A.080. NRS 164.010(2)(d)(3).
274. Both Cruden, as trustee, and Lachlan K. Murdoch, as a beneficiary of
the Murdoch Family Trust, have joined in the Petition’s request that this court
assume jurisdiction over the trust. There is no evidence that any other court has
assumed jurisdiction of the trust, and therefore the court must assume
jurisdiction over the trust as a proceeding in rem. NRS 164.010(1).
275. This Court may properly assume jurisdiction of the MFT under NRS
164.010.
276. Cruden is the duly appointed and currently serving trustee of the
Murdoch Family Trust and the appointment may be properly confirmed by the
court. NRS 164.010(5).
277. In assuming jurisdiction, the Court has personal jurisdiction over
Cruden and all persons appearing in this matter. NRS 164.010(5).
278. Venue in the Second Judicial District Court is proper in this matter
because Cruden conducts business in Washoe County. NRS 164.010(4)(d).
279. This court, upon assuming jurisdiction, has exclusive jurisdiction over
this matter as a proceeding in rem. NRS 164.015(1).
280. The MFT, by its terms, is governed by Nevada Law. Ex. 0045.29,
Article Ninth, Section (B).
281. The Cruden OA is governed by Delaware law. Ex. 0008.5, Section 13.

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N. Availability Declaratory Relief
282. This court is authorized to grant relief “on other matters relating to
the trust, including, without limitation, matters that might be addressed in a
declaratory judgment relating to the trust under subsection 2 of NRS 30.040 or
petitions filed pursuant to NRS 153.031 or 164.015.” NRS 164.010(5)(d).
283. Section 30.040(2) of Nevada Revised statutes provides that “[a]ny
interested person . . . or a maker . . . of a will, trust or other writings constituting
a testamentary instrument may have determined any question of construction or
validity arising under the instrument and obtain a declaration of rights, status or
other legal relations thereunder.”
284. An “‘Interested person’ means a person whose right or interest under
an estate or trust may be materially affected by a decision of a fiduciary or a
decision of the court.” NRS 132.185.
285. Petitioner Rupert Murdoch is an interested person because the
Amendment grants him a personal power to appoint additional trustees of the
MFT. If the Amendment is not ratified by this court, he will not have the right to
appoint additional trustees.
286. Cruden is an interested person because it is the trustee of the trust
subject to the Amendment. See also NRS 132.390(1)(c)(2).
287. Lachlan Murdoch is an interested person because he is a beneficiary
of the trust subject to the Amendment. See also, NRS 132.390(1)(c)(5).
288. All the Objectors are interested persons because they are either
current beneficiaries of the trust subject to the Amendment or are managing

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directors of Cruden, whose rights as trustee are affected by the Amendment. NRS
132.185.
289. The Petition, in addition to assumption of jurisdiction, seeks
declaratory relief that is available under NRS 30.040 because it asks the court to
determine a “question of construction or validity arising under the instrument”.
NRS 30.040(2). See also NRS 153.031(1)(b) – (d) (authorizing the court to
determine the construction of the trust, the existence of a power, and the validity
of a trust provision, respectively).
290. To obtain the declaratory relief requested in the petition, the Petitioner
must show each of the facts supporting declaratory judgment by a preponderance
of the evidence.
291. “Generally, a preponderance of the evidence is all that is needed to
resolve a civil matter unless there is clear legislative intent to the contrary.”
Betsinger v. D.R. Horton, Inc., 126 Nev. 162, 165, 232 P.3d 433, 435 (2010). See
also Matter of Est. of Scheide, 136 Nev. 715, 720, 478 P.3d 851, 856 (2020)
(applying preponderance of evidence standard in a will contest, citing Betsinger).
O. Court Ratification
292. The word “ratify” or “ratification” does not appear in Title 13 of Nevada
Revised Statutes or in Chapter 30.
293. Black’s Law Dictionary defines “Ratification” as “Confirmation and
acceptance of a previous act, thereby making the act valid from the moment it
was done”. (12th ed. 2024).

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294. The Court concludes no independent claim for ratification exists
under Nevada law. The Court instead construes the Petition’s requests to ratify
certain actions of Cruden as petitions for declaratory relief that the Cruden’s
action was “valid from the moment it was done.”
295. “Valid” means “Legally sufficient; binding”. Id. The Court will find the
Amendment “valid” if it is “legally sufficient” under the terms of the trust and
under Nevada law.
296. Stated in this way, Petitioner’s request for “ratification” is contingent
upon, and coextensive with, the declaratory relief sought at paragraphs D, E, and
F of the Petition, at p. 14. If the Court concludes that the Amendment is
permitted under the terms of the MFT, that Cruden and its affirmatively voting
managing directors exercised their discretion in good faith, and that the
Amendment is “valid and enforceable under both the express terms of the MFT
and Nevada law”, it will declare that “ratifies” the Amendment, with no further or
separate analysis. Otherwise, the Court will not ratify the Amendment. The court
takes up each of the Petitioner’s requests for declaratory relief below.
P. Petitioner’s request that “the Court declare that Section A of Article
Ninth of the MFT permits Cruden to amend the MFT as proposed in the
Amendment to the Murdoch Family Trust, and passed by Cruden as part of
Proposed Resolution #3”
297. The court interprets this request for relief as one interpreting the
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clear and unambiguous and that it permits the Amendment, as written, if the
Amendment complies with the express terms of that section.
298. The terms of the MFT’s amendment power are broad and place no
limitations on the scope of an amendment, so long as:
a. Cruden’s “sole purpose” in adopting the amendment is to
benefit the multigenerational “Individual Beneficiaries” of the
amended sub-trusts; and
b. Cruden determined, in its discretion, that the Amendment
would be in their best interests.
299. Under the terms of the MFT, if these elements are satisfied, the
Amendment is valid.
300. Cruden’s determination that the Amendment would be in the best
interests of the Individual Beneficiaries of each sub-trust is placed within the
trustee’s discretion.
301. Article Sixth, Section (E) of the MFT makes discretionary decisions of
the trustee binding and conclusive upon the beneficiaries if they are made “in
good faith”.
302. Therefore, Cruden’s determination that the Amendment would be in
the best interests of the Individual Beneficiaries of each sub-trust must be made
in good faith.
303. While the Court heard much evidence adduced by the Objectors about
how the governance protections that originated in the MSA were carried over into
the terms of the MFT and the Cruden OA, the court cannot discern a viable legal

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theory as to how this history changes the clear and unambiguous terms of the
MFT.
304. As the court previously ruled when concluding that the Amendment is
not barred by estoppel: “There is no factual dispute that the MSA and the
associated deed poll were executed prior to the creation of Cruden or the MFT.
The MSA and the deed poll, by their terms, affect Rupert Murdoch’s rights under
the A.E. Harris Trust and the governance structure of the A.E. Harris Trust’s
trustees at that time. Therefore, neither the terms of the MSA nor the deed poll
can be enforced by their express terms to bar Rupert Murdoch (or any other
party) from taking any action with respect to the MFT that he is allowed to take
under the terms of that trust.” RSJ, p. 40.
305. Objectors also argue that the Petitioner’s admission that the
Approving MDs approved the Amendment because it would be in the best
interests of the Individual Beneficiaries collectively rather than individually is
fatal to Petitioner’s case because Article Ninth, Section (A) requires consideration
of amendments on a “sub-trust by sub-trust basis”. Objectors’ Response to
Petitioners’ Post-Trial Briefs, p. 79-81.
306. The Court agrees that, for each amendment, the MDs must consider
the benefit to the “Individual Beneficiaries” of each individual sub-trust, rather
than considering the aggregate net benefit of all the Individual Beneficiaries.
307. The Court does not conclude, however, that Article Ninth, Section (A)
prevents trust amendments that affect all sub-trusts at once. Petitioner’s
argument that the Amendment is in the best interests of all beneficiaries, if true,

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is consistent with consideration of the interests of the beneficiaries of each sub-
trust. So long as Petitioner can show that Cruden’s MDs determined, in good
faith, that the Amendment is in the best interest of the Individual Beneficiaries of
all the sub-trusts, the text of Article Ninth, Section (A) does not, by its terms,
prohibit the Amendment.
308. The court therefore concludes, as a matter of mostly theoretical
import, that there is nothing in the text of Article Ninth, Section (A), standing
alone, that precludes exercise of the amendment power in the way proposed in
the Amendment.
309. This conclusion is a narrow one; Whether the Amendment, as it was
approved in this case, is valid and enforceable is a much broader question that is
taken up throughout these conclusions, and the court ultimately concludes that
it is neither.
Q. Petitioner’s Request that “the Court declare that Cruden, and its
affirmatively voting Managing Directors, exercised their discretion in good
faith to approve the Amendment to the MFT”
310. Whether Cruden and the Approving MDs exercised their discretion in
good faith presents two related questions under the facts of this case. First, there
is the question of whether Cruden, through it’s Approving MDs, acted in good
faith in deciding to take the action to approve the Amendment. The second
question is whether Cruden and its MDs made a good faith determination that
the Amendment was in the best interests of the Individual Beneficiaries of each of

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the sub-trusts.
311. “Good faith is an intangible and abstract quality with no technical
meaning or definition and encompasses, among other things, an honest belief,
the absence of malice, and the absence of design to defraud. In common usage
the term is used to describe a state of mind denoting honesty of purpose and
freedom from intent to defraud.” Stoecklein v. Johnson Elec., Inc., 109 Nev. 268,
273, 849 P.2d 305, 309 (1993) (internal citations omitted).
312. “‘Bad faith’ is defined as ‘[t]he opposite of ‘good faith,’ ... it
contemplates a state of mind affirmatively operating with furtive design or ill will.”
See Pugh v. See's Candies, Inc., 203 Cal. App. 3d 743, 763-764 (Cal. Ct. App.)
(1988) (citations omitted).
313. This court can discern no useful distinction between “bad faith” and a
“lack of good faith” in the context of this case, and therefore applies these terms
interchangeably.
1. The evidence demonstrates the MDs’ lack of good faith.
314. The evidence of the lack of good faith on the part of each Approving
MD is detailed throughout the court’s factual findings, but also includes the
Approving MDs’ carefully prepared but less than credible testimony about their
deliberative processes and the motivations for their involvement in this case. The
court has found that “the Approving MDs, and therefore Cruden, did not exercise
their discretion in good faith; instead, they exercised their discretion in bad faith.”
2. The court imputes the Approving MD’s lack of good faith to Cruden.
315. Recognizing that the Amendment was approved by the three

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Approving MDs, and not by any other MDs, the court imputes the good or bad
faith of the Approving MDs in evaluating whether Cruden, as an entity, exercised
its discretion in good faith.
316. In its closing brief, Cruden argues: “The trustee (Cruden) can only act
in accordance with the majority vote of the MDs. Cruden’s action was to abide by
the majority vote and bring the proposed amendment to the Court so that the
Court could consider the evidence. The fact that Cruden filed a Petition to have
the Court declare the rights of the parties is not evidence of ‘bad faith’”. Cruden
Financial Services LLC’s Reply Closing Brief, p. 5, ln. 11-14.
317. The court disagrees with Cruden to the extent it argues that Cruden’s
conduct (and lack of good faith) cannot be derived from the conduct of its MDs.
While it is true that the only formal actions of Cruden that are substantially
relevant in this case are those taken at or after the Special Meeting, being the
Amendment to the MFT itself and the filing of its joinder to the underlying
petition in this case, where those actions resulted from a majority vote of MDs
who each acted with a lack of good faith, those actions are bad faith acts of
Cruden.
318. While it can be said that a business entity, lacking independent
reason, cannot have motivations or dishonest purposes, insofar as the approval
and execution of the Amendment was a company action (and it must be, because
only Cruden can amend the MFT), it cannot be cleansed of the bad faith of the
MDs who brough the action about.
319. As the Supreme Court of California eloquently stated long ago:

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The Directors or dominant body of the corporation is deemed to be the
mind and soul of the corporate entity, and what they may do as the
representative of the corporation the corporation itself must be deemed to
do, and the motives and intentions of the Directors, manifested when a
material fact in issue, are to be imputed to the corporation itself.
Maynard v. Fireman's Fund Ins. Co., 34 Cal. 48, 55 (1867). That the MDs in
this case are directors of a limited liability company rather than a corporation
does not alter this principle.
320. The terms of the MFT, which was settled by Cruden, contemplate that
Cruden, as trustee, would exercise discretion in good or bad faith, see Ex. 45,
Article Sixth, Section (E). Cruden cannot now use its status as a legal person to
avoid the culpability of its prevailing MDs.
321. Accordingly, because the court has found that the Approving MDs did
not exercise their discretion in good faith, nor make a good faith determination
that the Amendment was in the best interests of the Individual Beneficiaries of
each of the sub-trusts, the court concludes that Cruden did not exercise its
discretion in good faith, nor make a good faith determination that the
Amendment was in the best interests of the Individual Beneficiaries of each of the
sub-trusts.
322. The court must therefore deny this request for declaratory relief.
R. Petitioner’s request that “the Court declare that proposed amendments
set forth in the Amendment to the MFT are valid and enforceable under
both the express terms of the MFT and Nevada law”

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1. The Amendment is not Valid and Enforceable Under the Terms of
the MFT.
323. In order to show that the amendment is valid and enforceable under
the express terms of the MFT, it is Petitioner’s burden to show by a
preponderance of the evidence that the sole purpose of the Amendment was to
benefit the beneficiaries of the MFT and Cruden, in its [good faith] discretion,
determined that the Amendment would be in the best interests of the Individual
Beneficiaries. Ex. 0045.29, Article Ninth, Section (A).
a. Benefitting the beneficiaries of the Murdoch Family Trust was
not the “sole purpose” of the Amendment
324. As discussed in the Findings of Fact at Section L(1), above, benefitting
the Individual Beneficiaries of each sub-trust was not the “sole purpose” of the
Amendment. Therefore, the Amendment is not valid under the express terms of
the MFT.
b. Cruden’s determination that the Amendment would be in the
best interest of the Individual Beneficiaries was not made in
“good faith”.
325. As discussed in the Findings of Fact at Section L(1), above, Cruden’s
determination, made through the Approving MDs, that the Amendment would be
in the best interest of the Individual Beneficiaries of each sub-trust was not made
in good faith. Therefore, the Amendment is not valid under the express terms of
the MFT.

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2. The Amendment is not Valid and Enforceable Under Nevada Law.
326. “A court will not interfere with a trustee’s exercise of a discretionary
power … when that conduct is reasonable, not based on an improper
interpretation of the terms of the trust, and not otherwise inconsistent with the
trustee’s fiduciary duties….” Restatement (Third) of Trusts, § 87(b) (2007).
327. “A court is not permitted to substitute its judgment and discretion for
that of the trustee[]”, but may properly determine if a trustee “exercised [its]
discretion reasonably and in good faith.” See Humane Soc. of Carson City &
Ormsby Cnty. v. First Nat. Bank of Nevada, 92 Nev. 474, 478 (1976).
a. Approval of the Amendment was an Abuse of Discretion.
328. “An abuse of discretion may result from the exercise of discretionary
authority in bad faith or from improper motive. Thus, a discretionary power is
abused if a trustee acts dishonestly, such as when the trustee receives an
improper inducement for exercising the power in question.” Restatement (Third)
of Trusts § 87, cmt. c (2007).
329. “Similarly, an abuse of discretion occurs when a trustee acts from an
improper even though not dishonest motive, such as when the act is undertaken
in good faith but for a purpose other than to further the purposes of the trust or,
more specifically, the purposes for which the power was granted.” Id.
330. Finally, “a court may properly interpose if it finds that the trustee's
conduct, in exercising a discretionary power, fails to satisfy the applicable
standard of care, skill, and caution.” Id.
331. This court has found that Cruden and its MDs did not exercise their

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discretion in good faith, and the court concludes that this, alone, constitutes an
abuse of discretion.
332. Furthermore, the Trustee’s exercise of its discretionary power to
amend the MFT as proposed in the Amendment falls far beyond a dereliction of
the standard of care. Rather, answering the risk of a theoretical possibility of
deadlock with a solution with so many potential negative and unknown
consequences is so irresponsible as to be facetious, and is certainly
unreasonable.
333. To the extent the Amendment was adopted in good faith, which as the
court concludes above, it was not, it is simply beyond the bounds of
reasonableness. As MD Devereux opined, the Amendment is an attempt to “crack
a nut” with a “sledgehammer”, 9/17 PM 201:4, and to do so under the facts of
this case is unreasonable and will not be sustained by this court.
b. Approval of the Amendment was a Violation of Cruden’s
Fiduciary Duties to the MFT.
334. In addition to the requirements, applicable under Nevada law, that a
trustee must exercise its discretion reasonably and in good faith, the Trustee is
also bound by fiduciary duties. This court will not countenance or ratify a breach
of fiduciary duty by a trustee.
335. A Nevada Family Trust Company under Chapter 669A of Nevada
Revised Statutes is not subject to “fiduciary duties required pursuant to title 12
or 13 of NRS after October 1, 2015” if the trust was established prior to
“enactment” of such duties. NRS 669A.097. No such statutory fiduciary duties

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have been enacted.
336. While Nevada statutes do not define the fiduciary duties owed by a
trustee to trust beneficiaries, Nevada law has long recognized that common law
fiduciary duties of a trustee are enforceable in Nevada. See, e.g., Bank of Nevada
v. Speirs, 95 Nev. 870, 873, 603 P.2d 1074 (1979); Matter of W.N. Connell &
Marjorie T. Connell Living Tr., 133 Nev. 137 (2017); see also NRS 153.031(3)(b)
(recognizing availability of award of attorney fees for trustee’s breach of fiduciary
duty).
337. Lacking statutory guidance, the Nevada Supreme Court generally
looks to the Third Restatement of Trusts when interpreting Nevada trust law. See,
e.g., Matter of W.N. Connell & Marjorie T. Connell Living Tr., 133 Nev. 137, 142
(2017); Matter of 23 Partners Tr. I, 138 Nev. Adv. Op. 84, 521 P.3d 1190, 1197
(2022); Matter of Living Tr. of David Francis Davies III, 138 Nev. Adv. Op. 89, 522
P.3d 427, 428 (2022); Matter of Carlotta D. Martin Living Tr., Dated Aug. 12, 2004,
136 Nev. 828 (2020) (unpublished disposition).
338. The Third Restatement provides that it is “a basic principle of trust
administration” that “a trustee presumptively has comprehensive powers to
manage the trust estate and otherwise to carry out the terms and purpose of the
trust, but that all powers held in the capacity of trustee must be exercised, or not
exercised, in accordance with the trustee’s fiduciary obligations. § 70 cmt. a
(2007).
339. A trustee’s “core duties” with respect to the administration of a trust
include: (1) the duty of loyalty (“often called the ‘cardinal’ principal of fiduciary

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relationships”); (2) the duty of prudence; and (3) the duty of impartiality (the
“balancing the diverse interests and competing claims—concurrently and over
time—of the various beneficiaries or objectives of typical modern trusts”).
Restatement (Third) of Trusts, Intro. Note to §§ 76-84. A trustee also has a duty of
disclosure, which duty is “ancillary to and supportive of these core duties.”
Id.
340. Under Nevada law, “[a] fiduciary’s powers, duties, standards of care,
rights of indemnification and liability” can be restricted or even eliminated by the
trust instrument. NRS 163.004(1)(d). In this case the court concludes that while
the MFT reduces the standard of care applicable to Cruden (as well as rights of
indemnification and liability) in Article Sixth, Section (E) of the MFT, that section
does not expressly eliminate or reduce the other fiduciary duties owed by the
trustee.
341. Even if Article Sixth, Section (E) did purport to alter Cruden’s fiduciary
duties, the duty of loyalty, in particular, cannot be completely eliminated because
it lies at the very center of the trust relationship. See Restatement (Third) of
Trusts § 78, cmt. c(2) (2007) (“[T]o some extent the duty of loyalty involves (as do
other duties) more than default law—that is, that there are limits to the settlor's
freedom, thereby protecting the fundamental fiduciary character of trust
relationships recognized by the law.”).
342. Because the court has found that the Approving MDs did not act for
the sole purpose of benefitting the Individual Beneficiaries, that the Approving
MDs demonstrated divided loyalties between the trust and third parties (Lachlan

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Murdoch and Rupert Murdoch), and they did not act impartially, approval of the
Amendment is a breach of Cruden’s fiduciary duty.
343. Any argument that Cruden’s approval of the Amendment subject to
this court’s ratification insulates it from the court’s conclusion that it breached
its fiduciary duties is unavailing; To the extent Cruden did not breach its
fiduciary duty because the Amendment has not been enacted, this court will not
ratify or approve the Amendment because enacting the Amendment upon the
court’s ratification would be a breach of Cruden’s fiduciary duties.
c. Approval of the Amendment Was a Violation of the MDs’
Fiduciary Duties to Cruden and its Member, the MFT
344. As discussed above, this court concludes that the Amendment is not
enforceable under Nevada law because it is a violation of fiduciary duties
applicable to Cruden as trustee and a Nevada court will not countenance a
breach of fiduciary duties.
345. Similarly, each Cruden MD, and each of the Approving MDs owes
corresponding fiduciary duties under Delaware law to Cruden and to the MFT
and its Beneficiaries, as Rupert Murdoch has acknowledged. See K. Rupert
Murdoch’s Opening Trial Statement, at p. 31 (“[T]he MDs’ duties, like Cruden’s
duties, are owed to the MFT and its beneficiaries”).
346. While Petitioner does not expressly seek a declaration that the MDs
did not breach their fiduciary duties to Cruden, Petitioner raises the issue in his
closing brief, see K. Rupert Murdoch’s Post-Trial Brief, p. 120-123, and it is
pertinent to determining whether the Amendment is enforceable under Nevada

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law because, as the court has stated above, an act taken in breach of fiduciary
duties will not be enforced by the court.
347. Delaware Limited Liability Companies are governed by the Delaware
Limited Liability Company Act, which provides that “the rules of law and equity,
including the rules of law and equity relating to fiduciary duties and the law
merchant, shall govern.” Del. Code Ann. tit. 6, § 18-1104.
348. The great weight of persuasive authorities have applied the same
duties owed by a director to a corporation in determining the duties owed by a
manager to a Delaware limited liability company. See, e.g., Feeley v. NHAOCG,
LLC, 62 A.3d 649, 660, fn. 1 (Del. Ch.) (2012). See also Auriga Capital Corp. v.
Gatz Properties, LLC, 40 A.3d 839 (Del.Ch.) (2012), aff'd on other grounds sub
nom. Gatz Properties, LLC v. Auriga Capital Corp., 59 A.3d 1206 (Del.) (2012).
349. The duties owed by the MDs to Cruden include: (i) a duty of loyalty
“that the best interest of” Cruden and its sole member—the MFT—take
“precedence over any interest possessed by a director” or third party, Cede & Co.
v. Technicolor, Inc. S’holder Litig., 634 A.2d 345, 361 (Del. 1993), which requires
acting in good faith, In re Orchard Enters., Inc., 88 A.3d 1, 32 (Del. Ch.) (2014);
and (ii) a duty of care that they inform themselves “prior to making a business
decision, of all material information reasonably available to them,” Smith v. Van
Gorkom, 488 A.2d 858, 872 (Del.) (1985)(quotations omitted), and that they take
“sufficient opportunity to acquire knowledge concerning the problem before
acting,” Moran v. Household Int’l, Inc., 490 A.2d 1059, 1075 (Del. Ch.) (1985).
350. This court has previously concluded that the Cruden OA does not

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eliminate the MD’s fiduciary duties to the company: “By its very terms, the
provision allegedly added as part of the “Second Amendment” to the Cruden OA is
an exculpatory provision limiting liability under Section 18-1101(e) of the
Delaware limited liability company act, and not a provision eliminating the duty
under Section 18-1101(c).” RSJ, p. 48, ln. 3-7.
351. There is an potentially availing argument to be made that, as directors
of an entity serving as trustee of a Nevada trust, those directors owe fiduciary
duties of trust to the MFT and its beneficiaries under Nevada trust law, rather
than to Cruden (and the MFT, its member) as a Delaware company. This is a
distinction without a difference, however, because the court concludes that the
breaches of fiduciary duty by the MDs in this case would be equally actionable
whether the court applies Delaware business organization law or Nevada trust
law.
352. Because the court has found that the Approving MDs did not act for
the sole purpose of benefitting the Individual Beneficiaries, that the Approving
MDs demonstrated divided loyalties between the trust and third parties (Lachlan
Murdoch and Rupert Murdoch), and they did not act impartially, approval of the
Amendment is a breach of the MDs fiduciary duties to the MFT.
353. Because the court has concluded that approval of the Amendment was
an abuse of discretion and a breach of the fiduciary duties owed to the trust
beneficiaries by Cruden and its MDs, it is not enforceable under Nevada law and
this court will not grant this request for declaratory relief.

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S. Petitioner’s request that “the Court ratify and approve the NJSA, and find
that the Trustees of the G&CM Trust and the Managing Directors of Cruden
exercised their authority and discretion in good faith to enter into the
NJSA”
354. The court, finding the Approving MDs and Cruden abused their
discretion and did not act in good faith in approving the Amendment, will not
ratify or approve the NJSA which arose from the same nexus of facts. The Court
makes no conclusions about the Trustees of the G & CM Trust because their
conduct is not properly before this court.
T. Petitioner’s request “that the administration of the Trust continue during
the ongoing in rem jurisdiction pursuant to the terms of the Trust
Agreement and this Court’s Orders, but without judicial intervention or the
requirement for an Order, approval or other action of the Court unless
jurisdiction of the Court is otherwise invoked in a subsequent petition for
further instructions or relief”
355. Because the court has assumed jurisdiction over the MFT, it will
exercise continuing jurisdiction over it, but the MFT will not be subject to
continuing supervisory proceedings except on the petition of an interested person.
356. Section 164.015(7) of Nevada Revised Statutes provides: “Except as
otherwise ordered by the court, a proceeding under this section does not result in
continuing supervisory proceedings, and the administration of the trust must
proceed expeditiously in a manner consistent with the terms of the trust, without

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judicial intervention or the order, approval or other action of any court, unless the
jurisdiction of the court is invoked by an interested person or exercised as
provided by other law.”
357. The court’s jurisdiction will continue until the Cruden petitions the
court for removal of the trust from continuing jurisdiction. NRS 164.010(6).
T. Adjudication of the Petition
The court’s rulings here are the result of a plenary fact-finding process
culminating in an evidentiary hearing that was ably and artfully facilitated by the
advocates who appeared at bar. The evidence the court heard was edifying,
frequently surprising and, at times, shocking. The undersigned did not expect the
evidence would so clearly demonstrate the shortcomings of the Amendment and
its approval. The hearing of the evidence in this case transformed the court’s
understanding of the parties’ respective cases.
This court surmises, without the necessity of so finding here, that the trust
amendment at the center of this case originated from a bare textual reading of the
trust’s amendment power, from which sprang an effort (eventually known as
Project Family Harmony) to manufacture the conditions necessary to exercise it.
The effort was an attempt to stack the deck in Lachlan Murdoch’s favor after
Rupert Murdoch’s passing so that his succession would be immutable. The play
might have worked; but an evidentiary hearing, like a showdown in a game of
poker, is where gamesmanship collides with the facts and at its conclusion, all
the bluffs are called and the cards lie face up. The court, after considering the

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facts of this case in the light of the law, sees the cards for what they are and
concludes this raw deal will not, over the signature of this probate commissioner,
prevail. Accordingly, the undersigned recommends that:
IT IS ORDERED:
1. That the court assumes exclusive jurisdiction over the Murdoch
Family Trust as a proceeding in rem, and confirms Cruden Financial Services
LLC as its duly appointed Trustee;
2. That the Court shall exercise continuing jurisdiction over the Trust
until such time as the Court enters and order removing the Trust from the
jurisdiction of the court;
3. The Court declares in accordance with NRS 164.015(1) that the situs
of the MFT is Nevada and administration of the Trust shall be adjudicated in
Nevada, subject to the exclusive jurisdiction of this Court, with all orders issued
herein to be final and conclusive as to all matters determined herein in rem on
the MFT estate and upon the interests of all beneficiaries, vested or contingent;
4. The court declares that Section A of Article Ninth of the MFT permits
Cruden to amend the MFT as proposed in the Amendment to the Murdoch Family
Trust, and passed by Cruden as part of Proposed Resolution #3.
5. The Petitioner’s request for a declaration that Cruden, and its
affirmatively voting Managing Directors, exercised their discretion in good faith to
approve the Amendment to the MFT is denied;
6. The Petitioner’s request for a declaration that proposed amendments

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set forth in the Amendment to the MFT are valid and enforceable under both the
express terms of the MFT and Nevada law is denied;
7. Petitioner’s request that the court ratify and approve the Amendment
to the NFT is denied;
8. Petitioner’s request that the Court ratify and approve the NJSA, and
find that the Trustees of the G&CM Trust and the Managing Directors of Cruden
exercised their authority and discretion in good faith to enter into the NJSA is
denied;
9. That the administration of the Trust shall continue during the
ongoing in rem jurisdiction pursuant to the terms of the Trust Agreement and
this Court’s Orders, but without judicial intervention or the requirement for an
Order, approval or other action of the Court unless jurisdiction of the Court is
otherwise invoked in a subsequent petition for further instructions or relief.
DATED this 7th day of December, 2024.
IT IS SO RECOMMENDED.
____________________________
PROBATE COMMISSIONER

‘A carefully crafted charade’: Unsealed court file reveals what happened behind-the-scenes in the Rupert Murdoch succession plan

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