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	<title>Observer &#187; Bancroft Family</title>
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		<title>Observer &#187; Bancroft Family</title>
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		<title>Did Rupert &#8220;Buy Off&#8221; Bancroft Advisers?</title>

		<comments>http://observer.com/2007/08/did-rupert-buy-off-bancroft-advisers/#comments</comments>
		<pubDate>Thu, 02 Aug 2007 12:28:27 -0400</pubDate>
					<link>http://observer.com/2007/08/did-rupert-buy-off-bancroft-advisers/</link>
			<dc:creator>Tom McGeveran</dc:creator>
				
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		<description><![CDATA[<p>Yesterday, lots of <em>Wall Street Journal </em>staffers and one former Dow Jones board member, James Ottaway, <a href="/2007/murdochs-triumphal-night">talked to the </a><em><a href="http://www.observer.com/2007/murdochs-triumphal-night">Observer</a> </em>about what, in the final hours of News Corp.&#039;s bid to buy Dow Jones, had increasingly become the central issue: Could Dow Jones set up a $30 million fund to pay the lawyers and bankers who had advised the Bancrofts on the sale-and have Rupert Murdoch foot the bill? A decisive number of the Bancroft family would agree to the sale if they could be relieved of the debt to their advisers. Dow Jones said yes, and so, in turn, did the Bancrofts.</p>
<p>But the question that lots of staffers and Mr. Ottaway asked was, can the lawyers and bankers have been neutral in their advice to the Bancrofts if they were being paid by the company that wanted to buy their company?</p>
<p><em>The New York Times </em><a href="http://www.nytimes.com/2007/08/02/business/media/02deal.html?ex=1343707200&amp;en=e11c5cc46616dc69&amp;ei=5088&amp;partner=rssnyt&amp;emc=rss">explores the question today</a> and gets some interesting, if finally inconclusive, results. “Any suggestion that the advice rendered to the family members or trustees by their advisers was in any way conflicted is completely baseless,” a Bancroft family spokesman tells the <em>Times </em>today. But:</p>
<div class="oldbq">
<p>Several family members, including Christopher Bancroft, who is a board member and opponent of the deal, have privately said they were misled, according to family members. These people also suggested that the advisers steered them toward selling, putting them in an almost untenable position to say no. </p>
</div>
<p align="left">In fact, from the beginning, the Bancrofts appeared to be confused from one moment to the next what they were committing to as the negotiations with News Corp. unfolded. Answering <a href="/2007/did-wsj-com-force-bancrofts-hand">a question we asked very early in the process</a>, the <em>Times </em>reports:</p>
<div class="oldbq">
<p>In perhaps the most telling example, family members said that some of them did not realize they were effectively putting Dow Jones, publisher of The Wall Street Journal, up for sale two months ago when they agreed to meet with Mr. Murdoch. </p>
<p>“After a detailed review of the business of Dow Jones and the evolving competitive environment in which it operates, the family has reached consensus that the mission of Dow Jones may be better accomplished in combination or collaboration with another organization, which may include News Corporation,” a statement from the family said. </p>
<p>The statement was drafted by lawyers at Wachtell Lipton and presented to the board on May 31. By the time Christopher Bancroft read it at the meeting, it had already been leaked to The Journal. Mr. Bancroft, who thought it went too far in putting the company in play, immediately asked to have it recalled, but was told that it had already been posted on the paper’s Web site.</p>
</div>
<p>Now, that may seem like a small thing. But lawyers and bankers working with the Bancrofts would have known that a public statement that the company would be better off in the hands of a new owner essentially puts the company up for sale. Of course, the statement could have--and did--attract other buyers. But it essentially removed the possibility that the Bancrofts might just keep Dow Jones themselves. Non-Bancroft shareholders now had ammunition to compel the Bancrofts to sell. And advisers to the Bancrofts did not, some contend, take offers from other suitors seriously.</p>
<p>Also, as <a href="/2007/paul-steiger-running-coverage-murdoch-bid">we&#039;ve been reporting</a>, Paul Steiger, the former managing editor of <em>The Wall Street Journal, </em>was on special assignment to direct the <em>Journal&#039;</em>s coverage of the sale. As we have noted, Mr. Steiger stands to profit, according to some reports, to the tune of $4 or $5 million from the News Corp. deal. (Through a spokesman Mr. Steiger has claimed the number to be exaggerated.) Mr. Steiger had also been mentioned as a possible board member of News Corp. should the deal go through.</p>
<p>It seems worth asking how the May 31 statement made its way into the newsroom.</p>
<p>At the very least, one wonders whether it was wise for Dow Jones to make the $30 million agreement. Couldn&#039;t that form the basis of some litigation over the merger?</p>
<p>Of course, the question would be, litigation on behalf of whom? The Dow Jones board wanted this to happen; so did many of the Bancrofts. Does anyone have standing?</p>
]]></description>
		<content:encoded><![CDATA[<p>Yesterday, lots of <em>Wall Street Journal </em>staffers and one former Dow Jones board member, James Ottaway, <a href="/2007/murdochs-triumphal-night">talked to the </a><em><a href="http://www.observer.com/2007/murdochs-triumphal-night">Observer</a> </em>about what, in the final hours of News Corp.&#039;s bid to buy Dow Jones, had increasingly become the central issue: Could Dow Jones set up a $30 million fund to pay the lawyers and bankers who had advised the Bancrofts on the sale-and have Rupert Murdoch foot the bill? A decisive number of the Bancroft family would agree to the sale if they could be relieved of the debt to their advisers. Dow Jones said yes, and so, in turn, did the Bancrofts.</p>
<p>But the question that lots of staffers and Mr. Ottaway asked was, can the lawyers and bankers have been neutral in their advice to the Bancrofts if they were being paid by the company that wanted to buy their company?</p>
<p><em>The New York Times </em><a href="http://www.nytimes.com/2007/08/02/business/media/02deal.html?ex=1343707200&amp;en=e11c5cc46616dc69&amp;ei=5088&amp;partner=rssnyt&amp;emc=rss">explores the question today</a> and gets some interesting, if finally inconclusive, results. “Any suggestion that the advice rendered to the family members or trustees by their advisers was in any way conflicted is completely baseless,” a Bancroft family spokesman tells the <em>Times </em>today. But:</p>
<div class="oldbq">
<p>Several family members, including Christopher Bancroft, who is a board member and opponent of the deal, have privately said they were misled, according to family members. These people also suggested that the advisers steered them toward selling, putting them in an almost untenable position to say no. </p>
</div>
<p align="left">In fact, from the beginning, the Bancrofts appeared to be confused from one moment to the next what they were committing to as the negotiations with News Corp. unfolded. Answering <a href="/2007/did-wsj-com-force-bancrofts-hand">a question we asked very early in the process</a>, the <em>Times </em>reports:</p>
<div class="oldbq">
<p>In perhaps the most telling example, family members said that some of them did not realize they were effectively putting Dow Jones, publisher of The Wall Street Journal, up for sale two months ago when they agreed to meet with Mr. Murdoch. </p>
<p>“After a detailed review of the business of Dow Jones and the evolving competitive environment in which it operates, the family has reached consensus that the mission of Dow Jones may be better accomplished in combination or collaboration with another organization, which may include News Corporation,” a statement from the family said. </p>
<p>The statement was drafted by lawyers at Wachtell Lipton and presented to the board on May 31. By the time Christopher Bancroft read it at the meeting, it had already been leaked to The Journal. Mr. Bancroft, who thought it went too far in putting the company in play, immediately asked to have it recalled, but was told that it had already been posted on the paper’s Web site.</p>
</div>
<p>Now, that may seem like a small thing. But lawyers and bankers working with the Bancrofts would have known that a public statement that the company would be better off in the hands of a new owner essentially puts the company up for sale. Of course, the statement could have--and did--attract other buyers. But it essentially removed the possibility that the Bancrofts might just keep Dow Jones themselves. Non-Bancroft shareholders now had ammunition to compel the Bancrofts to sell. And advisers to the Bancrofts did not, some contend, take offers from other suitors seriously.</p>
<p>Also, as <a href="/2007/paul-steiger-running-coverage-murdoch-bid">we&#039;ve been reporting</a>, Paul Steiger, the former managing editor of <em>The Wall Street Journal, </em>was on special assignment to direct the <em>Journal&#039;</em>s coverage of the sale. As we have noted, Mr. Steiger stands to profit, according to some reports, to the tune of $4 or $5 million from the News Corp. deal. (Through a spokesman Mr. Steiger has claimed the number to be exaggerated.) Mr. Steiger had also been mentioned as a possible board member of News Corp. should the deal go through.</p>
<p>It seems worth asking how the May 31 statement made its way into the newsroom.</p>
<p>At the very least, one wonders whether it was wise for Dow Jones to make the $30 million agreement. Couldn&#039;t that form the basis of some litigation over the merger?</p>
<p>Of course, the question would be, litigation on behalf of whom? The Dow Jones board wanted this to happen; so did many of the Bancrofts. Does anyone have standing?</p>
]]></content:encoded>
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		<title>Shekel Heckle: James Ottaway Blows Up</title>

		<comments>http://observer.com/2007/08/shekel-heckle-james-ottaway-blows-up/#comments</comments>
		<pubDate>Wed, 01 Aug 2007 14:05:09 -0400</pubDate>
					<link>http://observer.com/2007/08/shekel-heckle-james-ottaway-blows-up/</link>
			<dc:creator></dc:creator>
				
		<guid isPermaLink="false">http://www.observer.com/2007/08/shekel-heckle-james-ottaway-blows-up/</guid>
		<description><![CDATA[<p>Here was former Dow Jones board member James Ottaway Jr.'s reaction to the news that the Dow Jones board was ready to approve the sale to Rupert Murdoch's News Corp.:</p>
<p>
<div class="oldbq">It’s a bad thing for Dow Jones and American journalism that the Bancroft Family could not resist Rupert Murdoch’s generous offer.</p>
<p>It’s a sad thing that the 105-year family tradition of protecting Dow Jones independence as a public trust will end.</p>
<p>I hope Rupert Murdoch, and whoever follows him at News Corp., will keep his promises to protect and invest in the unique quality and integrity of the Wall Street Journal, Barron’s and all the Dow Jones electronic news services.</p>
<p>And I hope the Bancroft Family, which has been torn apart by Murdoch’s poison pill offer, will enjoy family peace after so many years of patient and caring support for Dow Jones and its people.</p>
<p>At this global information age, it is outrageous that anyone should have to pay an estimated $30 million to outside advisors. It is ironic indeed for the Bancroft family to have to pay 30 shekels of silver to their investment bankers, and 30 shekels of gold to their corporate lawyers, for scaring some of them into betraying their 105-year family loyalty to Dow Jones independence.</p>
]]></description>
		<content:encoded><![CDATA[<p>Here was former Dow Jones board member James Ottaway Jr.'s reaction to the news that the Dow Jones board was ready to approve the sale to Rupert Murdoch's News Corp.:</p>
<p>
<div class="oldbq">It’s a bad thing for Dow Jones and American journalism that the Bancroft Family could not resist Rupert Murdoch’s generous offer.</p>
<p>It’s a sad thing that the 105-year family tradition of protecting Dow Jones independence as a public trust will end.</p>
<p>I hope Rupert Murdoch, and whoever follows him at News Corp., will keep his promises to protect and invest in the unique quality and integrity of the Wall Street Journal, Barron’s and all the Dow Jones electronic news services.</p>
<p>And I hope the Bancroft Family, which has been torn apart by Murdoch’s poison pill offer, will enjoy family peace after so many years of patient and caring support for Dow Jones and its people.</p>
<p>At this global information age, it is outrageous that anyone should have to pay an estimated $30 million to outside advisors. It is ironic indeed for the Bancroft family to have to pay 30 shekels of silver to their investment bankers, and 30 shekels of gold to their corporate lawyers, for scaring some of them into betraying their 105-year family loyalty to Dow Jones independence.</p>
]]></content:encoded>
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		<title>Bancrofts: We&#8217;re Not Done Yet!</title>

		<comments>http://observer.com/2007/07/bancrofts-were-not-done-yet/#comments</comments>
		<pubDate>Tue, 31 Jul 2007 17:59:24 -0400</pubDate>
					<link>http://observer.com/2007/07/bancrofts-were-not-done-yet/</link>
			<dc:creator></dc:creator>
				
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		<description><![CDATA[<p>A spokesman for the Bancroft family just sent us this statement:</p>
<p>
<div class="oldbq">“The process of canvassing the Bancroft family members and trustees as to whether they wish to commit their respective shares to the proposed News Corporation transaction is still under way.  Any suggestion that the process has been completed and/or that a particular level of support has been established is at this point premature."</div>
]]></description>
		<content:encoded><![CDATA[<p>A spokesman for the Bancroft family just sent us this statement:</p>
<p>
<div class="oldbq">“The process of canvassing the Bancroft family members and trustees as to whether they wish to commit their respective shares to the proposed News Corporation transaction is still under way.  Any suggestion that the process has been completed and/or that a particular level of support has been established is at this point premature."</div>
]]></content:encoded>
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		<title>Report: Rupert&#8217;s Dow Jones Takeover a &#8220;Done Deal&#8221;</title>

		<comments>http://observer.com/2007/07/report-ruperts-dow-jones-takeover-a-done-deal/#comments</comments>
		<pubDate>Tue, 31 Jul 2007 13:51:38 -0400</pubDate>
					<link>http://observer.com/2007/07/report-ruperts-dow-jones-takeover-a-done-deal/</link>
			<dc:creator></dc:creator>
				
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		<description><![CDATA[<p>David Faber, the CNBC reporter who first broke the news that Rupert Murdoch had offered $5 billion to buy Dow Jones, is now reporting that Dow Jones will agree to the sale.</p>
<p>According to Faber, a &quot;definitive agreement&quot; is expected from the Dow Jones board tonight. You can click through <a href="http://www.cnbc.com/id/20042499">here</a> to see CNBC video of his report. </p>
<p>A print extract accompanying the video presently reads in part:</p>
<div class="oldbq">
<p>&quot;It did come awfully close, in fact, closer than many had anticipated,&quot; Faber said. &quot;But at the end of the day, according to people who were working on this, a number of the Bancrofts who had been somewhat vocal in their opposition--Chris Bancroft for example--seemed suddenly at the realization that they were going to have to pay all these banking fees said &#039;Wait a second. Hey, if you pay my fees, I&#039;ll give you my vote.&#039; And that may have turned it.&quot;</p>
</div>
<p>This morning&#039;s <em>Wall Street Journal </em>reported that as of late last night, Christopher Bancroft had still not agreed to suport the bid or to the fees deal. It was unclear whether Faber had knowledge that Mr. Bancroft had since been moved on the issue when the CNBC report came out this morning. </p>
<p>We&#039;ll be watching to see if this pans out. </p>
<p>The Dow Jones board is expected to meet tonight at 7 p.m.; the News Corp. board has a meeting at 4 p.m. at which board members will probably be told the result of the Bancroft family&#039;s internal negotiations.</p>
<p>So it&#039;s possible that a deal could be pretty much confirmed even earlier than Faber predicts, like this afternoon. But then, as one source told <em>The Los Angeles Times</em>, &quot;I&#039;d be very surprised if [The Bancrofts] acted any differently from how they have all along—confused and tardy.&quot;</p>
]]></description>
		<content:encoded><![CDATA[<p>David Faber, the CNBC reporter who first broke the news that Rupert Murdoch had offered $5 billion to buy Dow Jones, is now reporting that Dow Jones will agree to the sale.</p>
<p>According to Faber, a &quot;definitive agreement&quot; is expected from the Dow Jones board tonight. You can click through <a href="http://www.cnbc.com/id/20042499">here</a> to see CNBC video of his report. </p>
<p>A print extract accompanying the video presently reads in part:</p>
<div class="oldbq">
<p>&quot;It did come awfully close, in fact, closer than many had anticipated,&quot; Faber said. &quot;But at the end of the day, according to people who were working on this, a number of the Bancrofts who had been somewhat vocal in their opposition--Chris Bancroft for example--seemed suddenly at the realization that they were going to have to pay all these banking fees said &#039;Wait a second. Hey, if you pay my fees, I&#039;ll give you my vote.&#039; And that may have turned it.&quot;</p>
</div>
<p>This morning&#039;s <em>Wall Street Journal </em>reported that as of late last night, Christopher Bancroft had still not agreed to suport the bid or to the fees deal. It was unclear whether Faber had knowledge that Mr. Bancroft had since been moved on the issue when the CNBC report came out this morning. </p>
<p>We&#039;ll be watching to see if this pans out. </p>
<p>The Dow Jones board is expected to meet tonight at 7 p.m.; the News Corp. board has a meeting at 4 p.m. at which board members will probably be told the result of the Bancroft family&#039;s internal negotiations.</p>
<p>So it&#039;s possible that a deal could be pretty much confirmed even earlier than Faber predicts, like this afternoon. But then, as one source told <em>The Los Angeles Times</em>, &quot;I&#039;d be very surprised if [The Bancrofts] acted any differently from how they have all along—confused and tardy.&quot;</p>
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		<title>&#8216;Brinksmanship&#8217; In Overnight Negotiations to Sell Dow Jones</title>

		<comments>http://observer.com/2007/07/brinksmanship-in-overnight-negotiations-to-sell-dow-jones/#comments</comments>
		<pubDate>Tue, 31 Jul 2007 10:07:52 -0400</pubDate>
					<link>http://observer.com/2007/07/brinksmanship-in-overnight-negotiations-to-sell-dow-jones/</link>
			<dc:creator>Tom McGeveran</dc:creator>
				
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		<description><![CDATA[<p>While you were sleeping, the proposal to sell Dow Jones, Inc. to Rupert Murdoch&#039;s News Corp. got more complicated.</p>
<p>The Bancroft family, which controls Dow Jones Inc., missed a self-imposed deadline yesterday to line up enough votes to agree to sell the company to Rupert Murdoch&#039;s News Corp. </p>
<p>This morning <a href="http://online.wsj.com/article/SB118581150589982309.html?mod=rss_media_and_marketing"><em>The Wall Street Journal</em> describes yesterday</a> &quot;as a tense day in which some family advisers and Dow Jones board members scrambled  to line up enough votes to ensure the sale. A 5 p.m. deadline set by the family  came and went amid apparent brinksmanship in both camps.&quot;</p>
<p>But they&#039;re still working on it.</p>
<p>Late last night, <em>The Journal </em>reports, the Dow Jones board was trying out a proposal that would, basically, cover all of the consulting fees the Bancrofts have accrued over the last several weeks deciding whether to sell to News Corp.:</p>
<div class="oldbq">
<p class="times">The late-night proposal under discussion was for the Dow Jones  board to create a fund to cover payments to firms advising Bancroft family  members, including Merrill Lynch and the law firms Hemenway &amp; Barnes and  Wachtell, Lipton, Rosen &amp; Katz. News Corp. would assume these liabilities if  it bought Dow Jones. The fees could total at least $30 million, according to  people familiar with the situation.</p>
<p class="times">Dow Jones is expected to argue that the Bancrofts deserve help  with their advisory fees because their trusts are so complicated. Common  shareholders don&#039;t face many of these fees.</p>
</div>
<p>The problem is that holdouts who have opposed the deal--for different reasons--are still holding out. Christopher Bancroft, who had been trying to find ways to keep Dow Jones in the family by buying out family members who were in favor of a deal, has largely argued against the sale on journalistic grounds. The Denver law firm of Holme Roberts &amp; Owen appears to be holding out for more money, which Rupert Murdoch has said he would not consider.</p>
<p>Rupert Murdoch&#039;s been getting frustrated. He&#039;s said that he wants a deal soon, and also that he was unwilling to submit his bid to a vote before the full Dow Jones board until the Bancrofts, who control 64 percent of Dow Jones votes, can deliver him a majority. But he has not yet pulled his offer. </p>
<p>So, what&#039;s next?</p>
<div class="oldbq">
<p class="times">A News Corp. board of directors meeting is set for 4 p.m. today  and a decision by the company on whether to proceed and seek a full Dow Jones  shareholder vote to approve a deal is expected to come then, if not sooner. Dow  Jones&#039;s board was planning to meet today at 7 p.m.</p>
</div>
<p class="times">If a majority of the Bancrofts vouchsafe their support for a deal before a Dow Jones board meeting this evening, the headlines will be &quot;News Corp. Buys Dow Jones.&quot; If not, and if News Corp. decides at 4 p.m. to pull the deal, the headlines will be &quot;Rupert Murdoch Pulls Dow Jones Offer.&quot; If there is no definitive demonstration of support from the Bancrofts, but News Corp. does not pull its bid at 4 p.m., and if the offer then comes before the Dow Jones board for a vote, then we&#039;ll have some down-to-the-wire drama.</p>
<p class="times">Or everyone could shirk their promises, have their bluffs called, blow their deadlines, etc. etc., and the deal could still be in suspended animation for the rest of the week.</p>
]]></description>
		<content:encoded><![CDATA[<p>While you were sleeping, the proposal to sell Dow Jones, Inc. to Rupert Murdoch&#039;s News Corp. got more complicated.</p>
<p>The Bancroft family, which controls Dow Jones Inc., missed a self-imposed deadline yesterday to line up enough votes to agree to sell the company to Rupert Murdoch&#039;s News Corp. </p>
<p>This morning <a href="http://online.wsj.com/article/SB118581150589982309.html?mod=rss_media_and_marketing"><em>The Wall Street Journal</em> describes yesterday</a> &quot;as a tense day in which some family advisers and Dow Jones board members scrambled  to line up enough votes to ensure the sale. A 5 p.m. deadline set by the family  came and went amid apparent brinksmanship in both camps.&quot;</p>
<p>But they&#039;re still working on it.</p>
<p>Late last night, <em>The Journal </em>reports, the Dow Jones board was trying out a proposal that would, basically, cover all of the consulting fees the Bancrofts have accrued over the last several weeks deciding whether to sell to News Corp.:</p>
<div class="oldbq">
<p class="times">The late-night proposal under discussion was for the Dow Jones  board to create a fund to cover payments to firms advising Bancroft family  members, including Merrill Lynch and the law firms Hemenway &amp; Barnes and  Wachtell, Lipton, Rosen &amp; Katz. News Corp. would assume these liabilities if  it bought Dow Jones. The fees could total at least $30 million, according to  people familiar with the situation.</p>
<p class="times">Dow Jones is expected to argue that the Bancrofts deserve help  with their advisory fees because their trusts are so complicated. Common  shareholders don&#039;t face many of these fees.</p>
</div>
<p>The problem is that holdouts who have opposed the deal--for different reasons--are still holding out. Christopher Bancroft, who had been trying to find ways to keep Dow Jones in the family by buying out family members who were in favor of a deal, has largely argued against the sale on journalistic grounds. The Denver law firm of Holme Roberts &amp; Owen appears to be holding out for more money, which Rupert Murdoch has said he would not consider.</p>
<p>Rupert Murdoch&#039;s been getting frustrated. He&#039;s said that he wants a deal soon, and also that he was unwilling to submit his bid to a vote before the full Dow Jones board until the Bancrofts, who control 64 percent of Dow Jones votes, can deliver him a majority. But he has not yet pulled his offer. </p>
<p>So, what&#039;s next?</p>
<div class="oldbq">
<p class="times">A News Corp. board of directors meeting is set for 4 p.m. today  and a decision by the company on whether to proceed and seek a full Dow Jones  shareholder vote to approve a deal is expected to come then, if not sooner. Dow  Jones&#039;s board was planning to meet today at 7 p.m.</p>
</div>
<p class="times">If a majority of the Bancrofts vouchsafe their support for a deal before a Dow Jones board meeting this evening, the headlines will be &quot;News Corp. Buys Dow Jones.&quot; If not, and if News Corp. decides at 4 p.m. to pull the deal, the headlines will be &quot;Rupert Murdoch Pulls Dow Jones Offer.&quot; If there is no definitive demonstration of support from the Bancrofts, but News Corp. does not pull its bid at 4 p.m., and if the offer then comes before the Dow Jones board for a vote, then we&#039;ll have some down-to-the-wire drama.</p>
<p class="times">Or everyone could shirk their promises, have their bluffs called, blow their deadlines, etc. etc., and the deal could still be in suspended animation for the rest of the week.</p>
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		<title>Bancrofts Blow 5 p.m. Deadline</title>

		<comments>http://observer.com/2007/07/bancrofts-blow-5-pm-deadline/#comments</comments>
		<pubDate>Tue, 31 Jul 2007 00:31:21 -0400</pubDate>
					<link>http://observer.com/2007/07/bancrofts-blow-5-pm-deadline/</link>
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		<description><![CDATA[<p>You might think that a family journalism dynasty would be more conscious of deadlines—but alas, the Bancrofts have already blown News Corp.’s 5 p.m. cutoff.  </p>
<p>Family advisors and Dow Jones board members tried convincing holdout family members to accept Rupert Murdoch’s $5 billion bid, according to the <a href="http://online.wsj.com/article/SB118581150589982309.html?mod=home_whats_news_us"><em>Wall Street Journal</em></a>. </p>
<p>But, apparently, the votes just aren’t there yet.  Christopher Bancroft, the most outspoken family member against the deal, was traveling from a meeting with Hemenway &amp; Barnes in Boston back to Dallas, which pushed back a  5 p.m. meeting with the Dow Jones board&#039;s ad hoc committee </p>
<p>Earlier today, “a News Corp. spokesman to say yesterday that the company is ‘highly unlikely’ to proceed with its offer for Dow Jones if the proposal doesn&#039;t get more support from the Bancroft family.” Recent reports estimate that about 28%—out of the 64% that the family controls—currently supports the bid.   </p>
<p>Tomorrow, News Corp.’s board of directors will meet to decide whether to go forward with a full shareholder vote. The amount of family support should greatly impact that decision. </p>
<p>&nbsp;</p>
<p>&nbsp;</p>
]]></description>
		<content:encoded><![CDATA[<p>You might think that a family journalism dynasty would be more conscious of deadlines—but alas, the Bancrofts have already blown News Corp.’s 5 p.m. cutoff.  </p>
<p>Family advisors and Dow Jones board members tried convincing holdout family members to accept Rupert Murdoch’s $5 billion bid, according to the <a href="http://online.wsj.com/article/SB118581150589982309.html?mod=home_whats_news_us"><em>Wall Street Journal</em></a>. </p>
<p>But, apparently, the votes just aren’t there yet.  Christopher Bancroft, the most outspoken family member against the deal, was traveling from a meeting with Hemenway &amp; Barnes in Boston back to Dallas, which pushed back a  5 p.m. meeting with the Dow Jones board&#039;s ad hoc committee </p>
<p>Earlier today, “a News Corp. spokesman to say yesterday that the company is ‘highly unlikely’ to proceed with its offer for Dow Jones if the proposal doesn&#039;t get more support from the Bancroft family.” Recent reports estimate that about 28%—out of the 64% that the family controls—currently supports the bid.   </p>
<p>Tomorrow, News Corp.’s board of directors will meet to decide whether to go forward with a full shareholder vote. The amount of family support should greatly impact that decision. </p>
<p>&nbsp;</p>
<p>&nbsp;</p>
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		<title>Divided Bancrofts Given 5 p.m. Deadline To Decide on Murdoch&#8217;s Offer</title>

		<comments>http://observer.com/2007/07/divided-bancrofts-given-5-pm-deadline-to-decide-on-murdochs-offer/#comments</comments>
		<pubDate>Mon, 30 Jul 2007 12:59:36 -0400</pubDate>
					<link>http://observer.com/2007/07/divided-bancrofts-given-5-pm-deadline-to-decide-on-murdochs-offer/</link>
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		<description><![CDATA[<p><a href="http://online.wsj.com/article/SB118575330601781771.html?mod=home_whats_news_us"><em>The Wall Street Journal</em> reports today</a> that the Bancroft family is still divided over whether to sell Dow Jones, Inc. to Rupert Murdoch&#039;s News Corp. for $5 billion.</p>
<div class="oldbq">
<p>Michael B. Elefante, the family&#039;s lead trustee, indicated to some on the board last night that he has slightly less than 30 percent of the overall vote. News Corp. likely needs family votes representing roughly 30 percent of the overall vote to succeed. Mr. Elefante has given family members a deadline of today at 5 p.m. to present him with voting agreements to sell shares to News Corp., which has offered $60 a share, or $5 billion, for the company.</p>
</div>
<p>The complicated structure for voting shares is making things difficult. Jane Cox McElree has resigned from some of the trusts for which she votes, worried that divisions among the beneficiaries of those trusts over whether to sell might make her liable to those who disagree with her vote. She has indicated she will vote against the bid.</p>
<p>&nbsp;</p>
<div class="oldbq">Another group of trusts managed by Denver law firm Holme Roberts &amp; Owen have  decided to vote against the deal, and were continuing to hold out for an  additional 10 percent to 20 percent over the $60 a share News Corp. has offered.  The Denver trusts have argued that the supervoting B shares -- which each have  10 votes -- are worth more than common shares.</div>
<p>There is also division in the law firm of Hemenway &amp; Barnes, the Boston firm that advises the Bancroft family and in which Mr. Elefante is a partner. Other partners are arguing that the &quot;supervoting&quot; shares which belong largely to Bancrofts should get more money per share than other shares in the company. Since that could lead to litigation from shareholders who do not get the advantage, it has been suggested that the move is meant to shake more money out of the Murdoch bid altogether. Mr. Murdoch has said he will walk away from the deal rather than negotiate, if his initial offer is not accepted.</p>
]]></description>
		<content:encoded><![CDATA[<p><a href="http://online.wsj.com/article/SB118575330601781771.html?mod=home_whats_news_us"><em>The Wall Street Journal</em> reports today</a> that the Bancroft family is still divided over whether to sell Dow Jones, Inc. to Rupert Murdoch&#039;s News Corp. for $5 billion.</p>
<div class="oldbq">
<p>Michael B. Elefante, the family&#039;s lead trustee, indicated to some on the board last night that he has slightly less than 30 percent of the overall vote. News Corp. likely needs family votes representing roughly 30 percent of the overall vote to succeed. Mr. Elefante has given family members a deadline of today at 5 p.m. to present him with voting agreements to sell shares to News Corp., which has offered $60 a share, or $5 billion, for the company.</p>
</div>
<p>The complicated structure for voting shares is making things difficult. Jane Cox McElree has resigned from some of the trusts for which she votes, worried that divisions among the beneficiaries of those trusts over whether to sell might make her liable to those who disagree with her vote. She has indicated she will vote against the bid.</p>
<p>&nbsp;</p>
<div class="oldbq">Another group of trusts managed by Denver law firm Holme Roberts &amp; Owen have  decided to vote against the deal, and were continuing to hold out for an  additional 10 percent to 20 percent over the $60 a share News Corp. has offered.  The Denver trusts have argued that the supervoting B shares -- which each have  10 votes -- are worth more than common shares.</div>
<p>There is also division in the law firm of Hemenway &amp; Barnes, the Boston firm that advises the Bancroft family and in which Mr. Elefante is a partner. Other partners are arguing that the &quot;supervoting&quot; shares which belong largely to Bancrofts should get more money per share than other shares in the company. Since that could lead to litigation from shareholders who do not get the advantage, it has been suggested that the move is meant to shake more money out of the Murdoch bid altogether. Mr. Murdoch has said he will walk away from the deal rather than negotiate, if his initial offer is not accepted.</p>
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		<title>Key Bancroft Now Opposes Dow Jones Deal; Greenspan Offer Still on the Table</title>

		<comments>http://observer.com/2007/07/key-bancroft-now-opposes-dow-jones-deal-greenspan-offer-still-on-the-table/#comments</comments>
		<pubDate>Tue, 24 Jul 2007 11:32:52 -0400</pubDate>
					<link>http://observer.com/2007/07/key-bancroft-now-opposes-dow-jones-deal-greenspan-offer-still-on-the-table/</link>
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		<description><![CDATA[<p>One previously undecided member of the Bancroft family, who votes about 15 percent of Dow Jones shares, has come out against a deal to sell the company to Rupert Murdoch&#039;s News Corp., <a href="http://online.wsj.com/article/SB118522326046475319.html?mod=rss_media_and_marketing"><em>The Wall Street Journal </em>reports</a>.</p>
<p>Jane Cox MacElree, whose daughter, Leslie Hill, brought Brad Greenspan and Ron Burkle&#039;s counterproposal before the board of directors of the company, is said to have stated her position during family meetings begun in Boston yesterday.</p>
<p>Her brother, William Cox Jr., has also been reported to oppose the sale, as has Christopher Bancroft. But the position of his two siblings, also voters, was unclear.</p>
<p>Elizabeth Steele and Michael Elefante spoke in favor of the deal in yesterday&#039;s meetings. But it has not been reported whether Ms. Steele&#039;s two sisters, also support a News Corp. deal.</p>
<p>Reports from the meeting also indicated that Ms. Hill has been able to keep the Greenspan offer on the table. Mr. Greenspan is the founder of MySpace, which was bought by News Corp. in July 2005. Mr. Greenspan has attempted to file suit against News Corp. for undervaluing the site during the purchase by billions of dollars, but the suit was dismissed by a judge.</p>
<p>But analysts largely dismissed the viability of the Greenspan deal yesterday, saying that it would require non-Bancroft shareholders to bail out the Bancroft family shareholders for an indefinite period of time.</p>
]]></description>
		<content:encoded><![CDATA[<p>One previously undecided member of the Bancroft family, who votes about 15 percent of Dow Jones shares, has come out against a deal to sell the company to Rupert Murdoch&#039;s News Corp., <a href="http://online.wsj.com/article/SB118522326046475319.html?mod=rss_media_and_marketing"><em>The Wall Street Journal </em>reports</a>.</p>
<p>Jane Cox MacElree, whose daughter, Leslie Hill, brought Brad Greenspan and Ron Burkle&#039;s counterproposal before the board of directors of the company, is said to have stated her position during family meetings begun in Boston yesterday.</p>
<p>Her brother, William Cox Jr., has also been reported to oppose the sale, as has Christopher Bancroft. But the position of his two siblings, also voters, was unclear.</p>
<p>Elizabeth Steele and Michael Elefante spoke in favor of the deal in yesterday&#039;s meetings. But it has not been reported whether Ms. Steele&#039;s two sisters, also support a News Corp. deal.</p>
<p>Reports from the meeting also indicated that Ms. Hill has been able to keep the Greenspan offer on the table. Mr. Greenspan is the founder of MySpace, which was bought by News Corp. in July 2005. Mr. Greenspan has attempted to file suit against News Corp. for undervaluing the site during the purchase by billions of dollars, but the suit was dismissed by a judge.</p>
<p>But analysts largely dismissed the viability of the Greenspan deal yesterday, saying that it would require non-Bancroft shareholders to bail out the Bancroft family shareholders for an indefinite period of time.</p>
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		<title>Bancrofts End Day One of Murdoch Talks</title>

		<comments>http://observer.com/2007/07/bancrofts-end-day-one-of-murdoch-talks/#comments</comments>
		<pubDate>Tue, 24 Jul 2007 00:26:40 -0400</pubDate>
					<link>http://observer.com/2007/07/bancrofts-end-day-one-of-murdoch-talks/</link>
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		<description><![CDATA[<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">Shortly before 8 p.m., Bancroft family lead trustee  Michael Elefante emerged through a revolving door, from the back entrance of  the Hilton Hotel, in Boston’s financial district. There, he very  briefly addressed reporters, waiting outside in the light rain.</span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">“The family had a very productive meeting, and they now  have all the information they need to make a good decision about the News Corp.  offer,” said Mr. Elefante, who is also a member of the Dow Jones’s board of  directors. “Thank you very much.”</span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">And that was it. </span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">Throughout the day, reporters had been camped out at the  front and back entrances waiting for any statement—which had been promised  earlier in the day by Mr. Elefante to Reuters. </span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">
<p>Earlier in the evening, Christopher Bancroft, who has been looking for investors to help him buy out relatives who support a News Corp. deal, emerged, reportedly sporting a cap with the words "Bite Me" printed on it.</p>
<p>"We're still undecided," he told the throng. "Everyone has to decide for himself." He said he was leaving an hour early to get back to Texas.</p>
<p>
Dow Jones chairman Peter McPherson was accosted by  reporters shortly before Mr. Elefante’s appearance, but declined to comment,  hopping in an elevator upstairs.</span></span></p>
<p class="MsoNormal">One participant at the meeting emerged later and said that the family had about a week to decide.  </p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">Mr. Elefante, before heading off to the Hilton’s  restaurant, told reporters that the family would not be meeting tomorrow.  Now, the ball’s officially in the Bancroft’s court.</span></span></p>
]]></description>
		<content:encoded><![CDATA[<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">Shortly before 8 p.m., Bancroft family lead trustee  Michael Elefante emerged through a revolving door, from the back entrance of  the Hilton Hotel, in Boston’s financial district. There, he very  briefly addressed reporters, waiting outside in the light rain.</span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">“The family had a very productive meeting, and they now  have all the information they need to make a good decision about the News Corp.  offer,” said Mr. Elefante, who is also a member of the Dow Jones’s board of  directors. “Thank you very much.”</span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">And that was it. </span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">Throughout the day, reporters had been camped out at the  front and back entrances waiting for any statement—which had been promised  earlier in the day by Mr. Elefante to Reuters. </span></span></p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">
<p>Earlier in the evening, Christopher Bancroft, who has been looking for investors to help him buy out relatives who support a News Corp. deal, emerged, reportedly sporting a cap with the words "Bite Me" printed on it.</p>
<p>"We're still undecided," he told the throng. "Everyone has to decide for himself." He said he was leaving an hour early to get back to Texas.</p>
<p>
Dow Jones chairman Peter McPherson was accosted by  reporters shortly before Mr. Elefante’s appearance, but declined to comment,  hopping in an elevator upstairs.</span></span></p>
<p class="MsoNormal">One participant at the meeting emerged later and said that the family had about a week to decide.  </p>
<p class="MsoNormal"><span style="font-size: small;font-family: Times New Roman"><span style="font-size: 12pt">Mr. Elefante, before heading off to the Hilton’s  restaurant, told reporters that the family would not be meeting tomorrow.  Now, the ball’s officially in the Bancroft’s court.</span></span></p>
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		<title>The Magnificent Bancrofts: Giant Dow Jones Family Breaking Up Over Sale</title>

		<comments>http://observer.com/2007/07/the-magnificent-bancrofts-giant-dow-jones-family-breaking-up-over-sale/#comments</comments>
		<pubDate>Thu, 19 Jul 2007 11:57:28 -0400</pubDate>
					<link>http://observer.com/2007/07/the-magnificent-bancrofts-giant-dow-jones-family-breaking-up-over-sale/</link>
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		<description><![CDATA[<p>Today&#039;s <em>Wall Street Journal </em><a href="http://online.wsj.com/article/SB118480226761270718.html?mod=rss_media_and_marketing">has some valuable retread</a> over the events at Tuesday night&#039;s meeting between representatives of Rupert Murdoch&#039;s News Corp. and the board of directors of Dow Jones Inc., which is considering selling itself to the Australian-born media mogul.</p>
<p>There was acrimony: In the opening minutes of the meeting, while Dow Jones board chair M. Peter McPherson was making a presentation about the Murdoch bid to the board, Christopher Bancroft, who has been trying to find investors to help him buy out other Bancrofts who might be inclined to vote for the sale, interrupted to ask whether he should leave, since he was actively trying to scuttle the bid. The directors huddled and said, &#039;yes,&#039; and he left, ultimately abstaining from the vote.</p>
<p>There was heartbreak: Elizabeth Steele, whose branch of the family was seen early on as likely to oppose a sale, gave a speech:</p>
<div class="oldbq">
<p>In an emotional statement to the board Tuesday night, Ms.  Steele said the company had been in her family for 100 years and that she &quot;never  thought we would get to this point.&quot; She told directors that she would never  know how safe the paper would be in Mr. Murdoch&#039;s hands, but that after  examining the overall business conditions of the newspaper industry, it was  better to sell the paper now than to wait, these people said. </p>
</div>
<p>So when all 35 Bancrofts meet in the offices of their longtime legal representatives, the firm of Hemenway &amp; Barnes in Boston, expect more of the same.</p>
<p>Meanwhile, preparations for a deal march on, with representatives from News Corp. and Dow Jones already vetting a list of names for the five-person editorial-independence oversight board the two companies agreed to form if a deal went through.</p>
<div class="oldbq">
<p>Among potential candidates being considered by News Corp. and Dow Jones are:  Theodore B. Olson, the former solicitor general of the U.S. and partner at  Gibson, Dunn &amp; Crutcher&#039;s Washington D.C. office; Jack Fuller, former  president of Tribune Publishing and a director of the board of the John D. and  Catherine T. MacArthur Foundation; Thomas Bray, the former editorial-page editor  of the Detroit News and a writer for OpinionJournal.com; and Susan Hockfield,  president of Massachusetts Institute of Technology. It was unclear how many of  the candidates had been approached, if any, about the board. The candidates  under consideration couldn&#039;t be reached for comment. </p>
</div>
]]></description>
		<content:encoded><![CDATA[<p>Today&#039;s <em>Wall Street Journal </em><a href="http://online.wsj.com/article/SB118480226761270718.html?mod=rss_media_and_marketing">has some valuable retread</a> over the events at Tuesday night&#039;s meeting between representatives of Rupert Murdoch&#039;s News Corp. and the board of directors of Dow Jones Inc., which is considering selling itself to the Australian-born media mogul.</p>
<p>There was acrimony: In the opening minutes of the meeting, while Dow Jones board chair M. Peter McPherson was making a presentation about the Murdoch bid to the board, Christopher Bancroft, who has been trying to find investors to help him buy out other Bancrofts who might be inclined to vote for the sale, interrupted to ask whether he should leave, since he was actively trying to scuttle the bid. The directors huddled and said, &#039;yes,&#039; and he left, ultimately abstaining from the vote.</p>
<p>There was heartbreak: Elizabeth Steele, whose branch of the family was seen early on as likely to oppose a sale, gave a speech:</p>
<div class="oldbq">
<p>In an emotional statement to the board Tuesday night, Ms.  Steele said the company had been in her family for 100 years and that she &quot;never  thought we would get to this point.&quot; She told directors that she would never  know how safe the paper would be in Mr. Murdoch&#039;s hands, but that after  examining the overall business conditions of the newspaper industry, it was  better to sell the paper now than to wait, these people said. </p>
</div>
<p>So when all 35 Bancrofts meet in the offices of their longtime legal representatives, the firm of Hemenway &amp; Barnes in Boston, expect more of the same.</p>
<p>Meanwhile, preparations for a deal march on, with representatives from News Corp. and Dow Jones already vetting a list of names for the five-person editorial-independence oversight board the two companies agreed to form if a deal went through.</p>
<div class="oldbq">
<p>Among potential candidates being considered by News Corp. and Dow Jones are:  Theodore B. Olson, the former solicitor general of the U.S. and partner at  Gibson, Dunn &amp; Crutcher&#039;s Washington D.C. office; Jack Fuller, former  president of Tribune Publishing and a director of the board of the John D. and  Catherine T. MacArthur Foundation; Thomas Bray, the former editorial-page editor  of the Detroit News and a writer for OpinionJournal.com; and Susan Hockfield,  president of Massachusetts Institute of Technology. It was unclear how many of  the candidates had been approached, if any, about the board. The candidates  under consideration couldn&#039;t be reached for comment. </p>
</div>
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