Sinclair Broadcast Group said it agreed to settle three derivative lawsuits that were brought by investors in connection with Sinclair’s efforts to gain regulatory approval for the acquisition of Tribune Media Co.
Sinclair was unable to get approval for the $3.9 billion deal and Tribune was acquired by Nexstar Media.
Sinclair settled a lawsuit brought by Tribune by paying Nexstar $60 million.
The parties to the three suits that have just been settled agreed that Sinclair’s board would implement new corporate government measures; that a $20.5-million settlement fund would be set up with money from Sinclair’s insurance company that would pay for court fees, plaintiffs' counsel and that $5 million of it would pay for implementing the new government measures and that Sinclair executive chairman David D. Smith will give up grants worth 638,298 shares of Sinclair Class A stock that he was awarded in February.
The governance measures include establishing a regulatory committee of the board and a standing nominating and governance committee, both consisting of independent directors, and that a chief compliance officer would be hired and given enhanced responsibilities.
There will also be changes made to Sinclair’s code of business conduct and ethics policies and policies about related-party transactions.
Sinclair said that the U.S. District Court in Maryland approved the settlement as fair on Aug. 6. A hearing on finalizing the settlement is scheduled for Oct. 27.
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