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And in the red-top corner: O'Brien brings in hired gun to battle Indo
Richard Delevan



THE sign-in sheet at Belfast's Culloden Hotel said he was from Merrion Stockbrokers Nominees, but few people, if anyone, at Merrion Capital's offices in Dublin 4 could have picked him out of a line-up. And when Andrew Clearfield rose to declare the board of Independent News & Media (INM) "perfectly suited for the Ireland of 1967" at its AGM last week, the voice that rang out was more Brooklyn than Ballsbridge.

Clearfield isn't a Merrion employee but a hired gun, brought in by telecoms tycoon and . . . in the characterisation of INM spokespersons . . ."dissident shareholder" Denis O'Brien to put tough questions about corporate governance at INM, a 29.9% owner of the Sunday Tribune. On points, observers might have seen the sparring between Clearfield and former Canadian prime minister Brian Mulroney as a victory for the INM board member.

But if Clearfield's previous work is a guide, it's not likely to be the last round.

Clearfield is a Harvard PhD and a lawyer, who after living in Italy for several years moved back to the US where he helped lead one of the biggest New York pension funds, TIAA-CREF, into investments in European firms as a portfolio manager. Later he became the fund's point man on international corporate governance issues before retiring and setting up a consultancy, Investment Initiatives LLC, specialising in corporate governance issues.

He was involved with shareholder disputes at Telecom Italia and France Telecom, threatening litigation in the former case which, even though it was unlikely to succeed, tarnished the Italian firm's reputation for transparency and good governance.

In 2005 Clearfield made headlines representing a group of Australian and European shareholders which sued Rupert Murdoch's News Corp in an attempt to stop the company's use of a takeover defence to block a bid from US investor John Malone, whose Liberty Media owns Ireland's Chorus NTL cable firm. At the 2005 annual meeting in New York, Clearfield rose to accuse the News Corp chief executive of breaking promises to shareholders and raised questions about family control of the company, to the alleged detriment of minority shareholders.

Clearfield's background may not give away the endgame in mind by Denis O'Brien and his 8.3% stake in INM, but the presence of this expert in high-profile international shareholder disputes, often involving litigation, may offer some hint of the tactics.




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