AT&T approves dual vote on merger

Stockholders felt agreement gives Comcast too much control

NEW YORK — Under scrutiny from regulators and under fire from investors, AT&T said Tuesday that it will allow shareholders two separate votes on the proposed merger between AT&T Broadband and Comcast — one to approve the deal itself and another to greenlight the ownership structure.

The embattled telecom company was buckling under pressure from stockholders who think the current merger agreement gives Comcast’s owner, the Roberts family, too much control of the new entity, which will be called AT&T Comcast Corp.

Both plans must be OK’d

AT&T “will allow shareholders to vote separately on the merger itself and the charter/governance that the board had negotiated with Comcast. In order to have the merger approved, shareowners will need to approve both proposals,” the company said in a filing with the SEC.

The merger is conditioned on the charter proposal that gives the Roberts family one-third of the voting power of the new company. Some investors fear that will make it harder to put through controversial corporate decisions like firing managers

AT&T shareholders are scheduled to vote on both merger counts and other issues dealing with AT&T’s breakup at the company’s annual meeting on July 10 in Charleston, S.C.

Calling for split vote

Urging a split vote are the Connecticut treasurer, which oversees pension funds that hold more than 1 million shares of AT&T; the New York City Comptroller; the Council of Institutional Investors; and labor unions.

AT&T has warned shareholders that they risk derailing the merger altogether if they vote down the ownership structure since the Robertses are said to be unwilling to follow through with a deal if their control is diluted.

Even if holders give a nod, the AT&T-Comcast combo, which would create the nation’s largest cable company, still needs to pass muster in Washington, D.C. Content companies, Internet service providers, rivals and public interest groups have been sounding the alarm against such a concentration of distribution might.