FOX sued in Delaware Chancery over Roku merger proxy; supplements disclosure with $30M Morgan Stanley fee

Fox Corp

Delaware Chancery suit Andrew Thompson v. Fox Corporation (C.A. No. 2026-1131, filed Aug 28, 2026) alleges FOX directors breached fiduciary duty over proxy omissions in the Roku merger.
FOX denies the claims but is supplementing the joint proxy/prospectus; plaintiff seeks to enjoin the Oct 14, 2026 votes, rescission or rescissory damages, and attorneys' fees.
Supplement adds Morgan Stanley's fee: $30M aggregate advisory fee, $5M payable on the June 14, 2026 merger signing, $25M contingent on closing.
Morgan Stanley expects $43M-$50M more in fees for the Bridge Facility, Term Loan Facility and other permanent financing; it held 1.5%-2.5% of FOX Class A and 1%-2% of Roku as of Sept 4, 2026.
FOX agreed June 14, 2026 to acquire Roku via a two-step merger; the S-4 went effective Sept 1, 2026 and FOX and Roku stockholder votes are set for Oct 14, 2026.

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