Vigil Over Bancrofts Begins

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At the closing bell of the New York Stock Exchange on July 17, shares in Dow Jones, Inc., edged slightly lower; analysts attributed it to the news, broken by Dow Jones’ own Wall Street Journal that morning, that Rupert Murdoch was close to a deal to buy the company.
On May 1, when the news first leaked that Mr. Murdoch had bid $5 billion to buy Dow Jones, the stock surged.
What’s changed?
It’s probably impossible to tell. But since the early days of the Rupert Murdoch.-Dow Jones saga, the Australian-born New Yorker’s stock has certainly gone up, while Dow Jones’ bargaining position has seemed to melt away.
After 11 p.m. the same evening, Dow Jones released a statement saying that its board had voted to recommend the sale to Mr. Murdoch, whose News Corp. publishes The New York Post and operates the Fox News Channel.
The meeting, which had begun at 7 p.m., ended months of back-and-forth on the matter. And two members of the Bancroft family, the family that controls the company through a complicated network of shareholding trusts inheritedfrom an early president, Clarence Bloom, did not vote on the measure.
At the outset, the idea seemed ludicrous to many. The august Wall Street newspaper, in the same hands that publish the decidedly Fleet Street New York Post?
It was quickly posited that the Bancrofts would balk at the idea of a sale.
Most Journal staffers who oppose the sale have stepped one week at a time straight through the Kubler-Ross continuum, and realized that the days of the Bancrofts at Dow Jones may indeed be nearing an end.
Robert Block, a Journal reporter based in the Washington bureau, seemed on edge.
Mr. Block recently wrote a piece for Media Matters, the newsletter of the Local 1096, in which he criticized Rupert Murdoch’s impact on the newspaper business in England, where Mr. Block once worked for the Sunday Times.
“I worked for the man,” said Mr. Block in an interview on the evening of July 17, as Mr. Murdoch was meeting with the Dow Jones directors. “It was a British publication in a slightly different tradition than we have. But I see in everything he owns a certain ethos—and that is pandering to a market and using popular taste and entertainment to tell everything.… The ethos that he brings is not compatible, I think, with the ethos of why most of the people joined the Journal.”
“I think there will be an inevitable culture clash,” added Mr. Block. “Some of my friends and colleagues are going to cross their fingers and hope for the best, some are going to leave, some of them are going to work real hard and try and find exit strategies for themselves, and many are resigned to the fact that there are market forces greater than themselves and they will sit around and hope for the best.
“What I fear is that it’s the equivalent of playing the lottery. In fact, you might have better odds at the lottery.”
Those odds are now in the hands of the Bancroft family, which must finally approve of a sale because of the complicated ownership structure of Dow Jones. But all of the outside signs are daunting.
In the weeks since the story first broke, it has become easy to forget that the company was not on the market before Mr. Murdoch appeared with, what in some venues at the time, was called a hostile bid.
As Mr. Murdoch left a final meeting with Dow Jones CEO Richard F. Zannino on the evening of July 16, Wall Street Journal reporters were busy cobbling together the stories of the two Bancroft family members—the 55-year-old Christopher Bancroft and 53-year-old Leslie Hill—who oppose the sale.
Mr. Bancroft had tried in vain to find the $300 million that would be necessary to buy the shares of fellow family members, in an effort to ensure the Bancrofts would block the deal. Ms. Hill had brought in other possible buyers, including supermarket billionaire Ron Burkle and MySpace founder Brad Greenspan—in an effort to find another buyer for the company.
In other words, that Dow Jones would sell had become, by Monday night, a foregone conclusion.
And from what happened at that meeting, according to the Wall Street Journal report, not only the sale, but the buyer, was set.
On July 17, reports surfaced quoting “insiders” who held that the Bancroft position on selling to Mr. Murdoch was still up in the air. But Mr. Zannino’s efforts to use the possibility of a Bancroft vote against Mr. Murdoch failed to extract a higher price from him.
Did the notion the Bancrofts would snub him lack credibility?
The family includes about 35 adults, and they do not have to vote their shares as a block. The complicated structure of the voting in the Bancroft family means that counting hands yay and nay is unlikely to produce results.
Dozens of trusts control the family’s shares, each with different rules about the disposition of those shares.
Speculation has centered on Christopher Bancroft because he is a Dow Jones director, because his sympathies are known, and because he is a trustee that has 15 percent of the total voting power at Dow Jones. Another 15 percent are in the hands of Jane Cox MacElree—and Mr. Bancroft is reportedly dependent upon her support to oppose the Murdoch takeover.
Her daughter is Ms. Hill, she of the Burkle-Greenspan push.
Then of course there is the outspoken James Ottaway Jr., who has from the beginning publicly opposed the sale and who as a result controls 6.2 percent of the shares in the company.
He has characterized the efforts of Ms. Hill to sell Dow Jones on Messrs. Burkle and Greenspan as “unimpressive.”
But, as The Los Angeles Times notes, “MacElree and Bancroft could oppose a deal at one trust but get outvoted by fellow trustees who are bound to represent all the beneficiaries of that trust.”
Of course there was always another trust, with other beneficiaries.
Byron Calame, who was deputy managing editor at The Wall Street Journal from 1992 to 2004, said that matching the Bancroft family’s commitment to the editorial independence of the newsroom would be difficult.
“I think it is impossible to write an agreement that would guarantee the editorial independence that the Journal has had for the past decade,” he said.
Bryan Burrough, a special correspondent for Vanity Fair who worked at the Journal from 1983 to 1992, said he doesn’t think that anyone who has worked at the Journal over the years could watch the slow-motion takeover without feeling a range of strong emotions.
“It’s a whole ball of emotions, none of which are very good,” said Mr. Burrough. “That place is a special place. It’s a place where journalism is done right. It’s a true meritocracy. There’s less bullshit there than just about any newspaper. For that to be jeopardized in any way is a deeply sad thing for anyone who has every worked there.”
“I personally don’t have the severe negative connotations about Murdoch that some people do,” he added. “But the more you think about it you realize that whatever Murdoch does do, it won’t be what it was. It won’t be what it always has been.
“Basically, that newspaper, its news columns are about as close to being above reproach as there exists in American journalism today. Tomorrow if it goes through, whatever he does, or doesn’t do, they’ll never be above reproach again. There will always be questions.”
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