Shaking the media giants out of their slumber is proving surprisingly difficult.

Confronting the stagnant stock prices and convoluted business arrangements at Time Warner ( TWX), News Corp. ( NWS) and Viacom ( VIA), 2005 has seen a number of hard hitters stepping in with high-profile moves. But with fall in full swing, shareholders find themselves little better off.

At Time Warner, down more than 70% over five years, Carl Icahn has loudly protested management's many alleged missteps. At Viacom, off 30% over the same span, Sumner Redstone has done an about-face and ordered the splitup of the conglomerate he created. At News, down 25%, bigwigs John Malone and Rupert Murdoch are working at apparent cross purposes, with Malone seemingly putting the stock in play and Murdoch fending him off with a widely derided poison pill.

The developments have turned the spotlight on management accountability and corporate governance at the three companies, none of which is exactly renowned for its devotion to those concepts. Redstone controls Viacom, Murdoch controls News, and Time Warner, as Icahn pointed out this week, retains 12 directors who approved its disastrous merger with AOL.

Ed Atorino, media analyst at Benchmark Capital, says the market "doesn't care" about governance unless someone has their hand in the cookie jar, which certainly doesn't seem to be the case at any of these outfits. What investors do care about are earnings, Atorino says, and few shareholders are interested in sticking around for a big fight -- they'd rather sell the stock. "Unless you've got real clout, most boards back management," he says.

Putting these companies under greater pressure is the strong performance of emerging rivals such as Yahoo! ( YHOO) and Google ( GOOG) in a rapidly evolving media marketplace.

Alex Jones, director of the Joan Shorenstein Center on the Press, Politics and Public Policy at Harvard's Kennedy School of Government, says that transparency among management is becoming more relevant across all corporations. He says "management ought to be paid based on how the company fares" -- a prescription that hasn't been followed to the letter among the big media titans.

Jones also advocates a commission-based compensation system that sets rewards if a company is doing well. "If the company is not doing well, shareholders and employees should not be the only ones to feel that pain," he says.

Icahn's criticism of Time Warner's cost structure and supposed missteps have met with mixed reviews. "There's a cost to having everything under one roof," says a media analyst who agrees with his recent criticism of perks at the media giant. "Unless the parts can work together to benefit the whole, they shouldn't be together."

Atorino, meanwhile, doesn't think Icahn has had much of an impression on Time Warner leadership. "Icahn may eventually have some impact, but he's got to get a lot nastier if he wants anything to change," he says.

Atorino says that the landscape has changed to a point where the historical valuations for some big media companies don't hold water anymore. One media analyst said he thought that there is a "revaluation" taking place where media companies are concerned and that while the historical valuations are "unrealistic now, the current levels are pessimistic."

Of course, some would say the pessimism is well-founded. In late 1999, Viacom's Sumner Redstone, along with Mel Karmazin, sold the world on massive synergies among the great brands the merged company amassed. Now Redstone is peddling a corporate breakup like it's the best idea since sliced cheese. But Viacom, despite its separation plans, has so far failed to capture the imagination of investors -- in part because of what one analyst says is investor sentiment that they have been fooled once before.

That analyst recalls Karmazin saying on the eve of a huge ad recession that Viacom wouldn't participate in said ad recession and that there was a flight to quality brands -- namely Viacom's. History shows that Viacom, as much as anyone else, participated in the ad recession.

Meanwhile, a large group of News Corp. shareholders are pressing ahead with a lawsuit that claims the company has broken a promise to put its poison pill up for a vote. Despite the company's claims that the lawsuit is frivolous and baseless, shareholders are pressing ahead because the company, it alleges, has been duplicitous and broken promises.

As shareholders continue to look less favorably on big media, it might be interesting to see leaders follow the practice of Bell Canada Enterprises CEO Michael Sabia, who, when he found his company's stock flatlining and the company mired in billing problems last year, took a rain-check on his board-approved $1.5 million bonus.

If Parsons agreed to forgo his 2006 bonus until AOL and the stock recover, investors might just perk up. But we're not going to suggest that to him in person.

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