While Wall Street may have divested a quarter of Comcast’s market cap in the first five months of 2018, expressing dissonance towards the cable giant’s M&A plans, the top executive pulling the controversial strings remains safe, according to Bloomberg.
In fact, examining Comcast’s unique articles of incorporation, the news service determined that Brian Roberts is the company’s “CEO for life”—or at least until he decides to stop down.
“Roberts, the son of Ralph Roberts, who founded Comcast 55 years ago, is no ordinary chairman and CEO,” Bloomberg writer Tara Lachapelle concluded. “He’s ingrained in the company—and I mean really, truly, legally ingrained. Check out this section of Comcast’s articles of incorporation.”
Indeed, Lachapelle identifies one specific clause that’s pretty interesting: “The Chairman shall be Mr. Brian L. Roberts if he is willing and available to serve. … The CEO shall be Mr. Brian L. Roberts if he is willing and available to serve. For so long as Mr. Brian L. Roberts shall be the CEO, he shall also be the President of the Corporation.”
As Bloomberg also noted, Roberts has 33% voting control of Comcast, which currently is market capped at $148 billion, through class B stock. His interest is “generally non-dilutable,” the bylaws state.
For her part, Lachapelle spoke with an academic, Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, who confirmed that the arrangement is at least somewhat unique in American business.
“A bylaw provision that you are in that office as long as you wish is very unusual,” Elson said.
Comcast’s stock price has fall more than 20% since it issued a counterbid against 21st Century Fox in February to obtain 61% of U.K. satellite TV company Sky.
Subsequently, Comcast is seeking to outbid The Walt Disney Company for select Fox assets.
Both Comcast and Disney are seeking to bulk up their media business, especially on an international level, as Netflix threatens to leave them and the rest of the incumbent media business in the dust.
Comcast will proceed with its bid to acquire Fox for $60 billion in cash if a federal judge tomorrow rules that AT&T can move forward and purchase Time Warner Inc.