Sarah Ellison and Robin Sidel of The Wall Street Journal write for Thursday’s paper — but already on the web site Wednesday night — that the Dow Jones & Co. board took no action again Wednesday on News Corp. CEO Rupert Murdoch‘s letter to the Bancrofts that control the company.
Ellison and Sidel wrote, “It also heard presentations about the company’s status and discussed a number of other matters raised by the offer. One such topic: the prospect of adopting a change-of-control package for executives in order to attract executives during an uncertain period for the company, according to a person familiar with the matter.
“The board’s independent directors are in a delicate position. Whatever their personal feelings about the offer, and regardless of their fiduciary duty to all shareholders, both the Bancrofts and others, the majority voting power of the company is still controlled by the family. So far, Bancroft family members initially opposed to the deal comprise 52% of the voting power, but the family is divided on whether to rebuff the offer outright or collect more information. The Ottaway family, with an additional 5.2% of voting power, has said it opposes a sale outright.
“The board’s position is that to assess the offer at this point would be futile if the controlling shareholder would vote it down anyway. That is a safe haven — legal experts agree that the board has no obligation to act — but legal precedent indicates that the board could make a recommendation at any time. Its next meeting is set for June, but family members have been in frequent contact with one another.”
Read more here. They also write that some board members are surprised that the Bancrofts turned down Murdoch’s offer, a 67 percent premium.
