Dow’s board takes lead in talks

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NEW YORK (AP) — Wall Street Journal publisher Dow Jones & Co. said yesterday that its board would take the lead in discussions over a potential acquisition of the company by News Corp., the media conglomerate controlled by Rupert Murdoch.

News Corp. had been waiting for a proposal from the Bancrofts on ways to safeguard the Journal’s editorial independence. The family had been expected to deliver those plans to News Corp. last week after an initial meeting with Mr. Murdoch in early June.

Yesterday, after a meeting of Dow Jones‘ board, the company issued a statement that its directors had concluded, together with family representatives, that the best way to proceed was for the board to take the lead in considering “all aspects” of the News Corp. proposal and other potential alternatives for the company, including remaining independent.

The Bancroft family, which has controlled Dow Jones for more than a century, has said it was primarily concerned with questions of journalistic integrity. Once those concerns were satisfied, any discussions with News Corp. would have proceeded to Dow Jones‘ board over other matters including price and corporate governance.

The statement from Dow Jones‘ board indicated that questions of the Journal’s integrity would be considered as a whole in the talks with News Corp., which is offering to buy Dow Jones for $60 a share, or $5 billion.

A spokesman for the Bancroft family said yesterday that the four directors representing the family’s interests had submitted a proposal for safeguarding the Journal’s independence to the full board of directors for their consideration.

After initially rebuffing Mr. Murdoch’s overture in early May, the Bancroft family agreed to meet with him June 5. Both sides described the initial meeting as constructive, but no subsequent meeting was scheduled.

The Bancrofts have said their top priority is preserving the independence of the Journal’s news coverage. A union that represents Dow Jones employees and a former board member and minority shareholder, Jim Ottaway Jr., say they are concerned that the Journal’s coverage might weaken under Mr. Murdoch and favor News Corp.’s corporate interests.

The Bancroft family owns about a one-quarter economic interest in Dow Jones but controls 64 percent of the shareholder vote through a special class of supervoting shares.

Other newspaper publishers also have two-class share systems that allow families to retain control, but in most other instances that control is concentrated in a smaller number of family members, such as the Grahams of the Washington Post Co. or the Sulzbergers of the New York Times Co.

The Bancrofts, in contrast, have about three dozen adult members spread across the country, and divisions have emerged about the future of Dow Jones.

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