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.

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