Graham Estate Planning Move Yields Transfer of Control Ask

It’s a transfer of control request that the FCC will likely give its swift approval for, as it involves a shift in ownership from father to daughter. And, when all is said and done, Laura Graham O’Shaughnessy will hold 42.5% of the Class A voting shares and nearly 11% of the Class B shares in the parent of the entity whose flagship property is known as “LOCAL 4” in Detroit.

Donald E. Graham, a director and Chairman Emeritus of Graham Holdings Co. and an attributable shareholder of GHC, on September 3 gave a revocable proxy to his daughter Laura Graham O’Shaughnessy granting to her voting power with respect to certain Class A shares of the company as part of his estate planning.

The proxy grants to Ms. O’Shaughnessy “the unfettered right to vote the proxy shares with respect to all matters to be considered at all GHC shareholders meetings,” a FCC filing states.

As a result of the proxy, Graham now holds voting control of 33.8% of the Class A shares and voting control of 14.1 % of the Class B shares. O’Shaughnessy holds voting control of 42.5% of the Class A shares and voting control of 10.8% of the Class B shares.

Notably, no shares were transferred as a result of the proxy grant transaction, and control of GHC remains with the Graham family.

But, could GHC still be the subject of a future Notice of Apparent Liability for Forfeiture from the Commission for an unauthorized transfer of control? History suggests that’s very possible. And, based on the facts shared, a “we didn’t know” response has been shared with the Commission.

“Because voting control would remain in the Graham family, the GHC parties to the application simply were not aware that prior Commission authority was required for the transfer of voting power by proxy,” paperwork filed with the FCC reads. “GHC is now aware and has been provided guidance from FCC counsel about the need for prior Commission consent for any future transfers of voting control. The company and its subsidiary entities otherwise have a strong history of compliance with the Commission’s rules.”

Still, a fine could be forthcoming.

Serving as O’Shaughnessy’s legal counsel is Elizabeth Spainhour of Brooks Pierce.

GHC is the parent of Graham Media Group, which owns and operates WCWJ & WJXT in Jacksonville; KPRC in Houston; WDIV in Detroit; WKMG in Orlando; WKMG-LD in Gainesville-Ocala; KSAT in San Antonio and WSLS in Roanoke-Lynchburg.

In related news, GMG’s unaffiliated news-focused WJXT-4 in Jacksonville has promoted Robert Brown to News Director, effective October 28. Brown has produced every newscast at the station and was a co-anchor at 10pm alongside Tom Wills and Mary Baer.