THE Bancroft family, which controls Dow Jones & Co. -- publisher of the Wall Street Journal -- on Thursday rejected a plan designed to preserve the paper's independence and integrity if the company is sold to Rupert Murdoch.
The Australian-born head of News Corp. has long coveted the Journal and recently offered $60 a share for its publicly traded parent company, which the sprawling Bancroft clan has controlled for more than a century. The paper is this country's -- and the world's -- most credible source of business and economic news. Murdoch, who owns Fox News, the New York Post, the Times of London and an array of other publishing and broadcast properties, has a demonstrated history of using his journalistic possessions to further his commercial and political interests. If guarantees of independence and integrity were traded on an open market, Murdoch's word would be valued somewhere south of Albanian treasury notes.
The Bancrofts' rejection of the plan first was reported in Friday's New York Times, which pointed out that the proposal came not from Murdoch but from the family's own lawyers -- the Wall Street firm of Wachtell, Lipton, Rosen & Katz, and the Boston-based Hemenway & Barnes, longtime Bancroft advisors. The New York Times report also quoted sources who had read the lawyers' plan. As the paper pointed out, "the proposal offers a look into the thinking of the family and its advisors and suggests a baseline set of demands behind which the Bancrofts do not want to retreat."
So it does.
The Los Angeles Times has obtained a copy of the lawyers' four-page proposal. It bears the initials of Wachtell, Lipton, Rosen & Katz, is marked "Privileged & Confidential" and is dated Tuesday, June 12. It's an extraordinary document -- unusual in the severity of its prescriptions; stunning in its unspoken assumption of Murdoch's reflexive bad faith; revealing in that, all that notwithstanding, the Bancrofts correctly saw that the guarantees proposed still were insufficient.
There is a kind of preamble that flatly states: "the Family is only willing to pursue negotiations of a transaction if and when the Family is satisfied that a structure can be developed and implemented that ensures the level of commitment to editorial independence and integrity and journalistic freedom that is the hallmark" of Dow Jones.
