…The Bancroft family, however, was afraid of major debt. My father and I built the Ottaway newspapers on debt. We might have done things the company should have done earlier on if the company didn’t have such an allergy to debt. The (Bancrofts’) theory was interesting; it was a matter of principle: “We are a business-news company. The WSJ is reporting on banks and banking; we don’t want to be beholden to any banks because our reporters are covering [them].” They didn’t want to buy any government-regulated company like a radio station because they didn’t want anything regulated by the government.

TA: Knowing the Bancrofts, what do you think they’re going to do?

JO: I think that even the good-hearted Bancrofts who would like to do the right thing are concerned about the position of DJ as a smaller company competing with larger and larger media giants. I know they were specifically scared by the Thompson Corp. deal for Reuters when both of (Thomson and Reuters) were distribution agencies for the Dow Jones news service. That’s an economic hit that they were concerned about. The timing of that couldn’t have been worse. It was two days after the Murdoch offer was announced, and I know that scared them. So some of them are feeling a fiduciary responsibility to their children and grandchildren to take the best price. That’s a concern. And I guess there’s another concern: how the company would do going forward on its own.

TA: You’re a “no?”

JO: Definitely. I couldn’t live with the shame of having sold Dow Jones to Murdoch.

TA: How many others are there among Class B holders?

JO: I really don’t know. I don’t know how the Bancrofts are going to vote. They can have three main families who sometimes disagree. One branch of that family whose lawyers are in Denver definitely said that they want to sell. (3)

TA: Who are they?

JO: They’re from the Bancroft family side. But it’s not a unified voice even there. Christopher Bancroft, who’s a trustee and a director of Dow Jones, is not happy about selling to Murdoch; I can’t tell you how he’s going to vote but I know he doesn’t like the idea. He’s the one who said, “Hey, I didn’t know we’re putting the company up for sale.” The other two families have differences among the senior members and between the senior and younger members… It’s like a three-dimensional chess game. There are all kinds of possibilities.(4)

TA: Does it feel like it’s going to be a close vote?

JO: I honestly don’t know.

TA: What do you think of the performance of your former co-directors?

JO: Well, I think they have done as much as they could, given the Bancroft family controls…Now the committee (of independent directors) is working and representing in their mind the best interest of all shareholders. They’re thinking of total shareholder value, not necessarily what’s good for the company, people, reporters, or anyone else. So I understand their mentality…They’re worried about being sued or not representing all shareholders’ best interest. So that makes sense. But they’re in a different position from the Bancrofts and from me.

TA: Is there anything to this concern that there might be some liability for directors who don’t take the News Corp. offer?

JO: There’s a lot to it in an age when all the hedge fund and arbitragers investors, who have bought stock since May 1st, are happy go to have their lawyers sue anybody…the whole family and directors.

TA: You can always sue.

JO: Well, whether that has any standing I don’t know. There’s an unusual clause that I mentioned in my statement. I said: “The Bancroft family and trustees tried to protect this public service role of Dow Jones by writing into the company’s certificate of incorporation, ‘the right of the controlling owners to consider the effect of the business transaction upon the independence and integrity of the corporation’s publications and services and social and economic effects’ ” …They knew the family would be tested someday by an offer like Rupert Murdoch’s.

Dean Starkman Dean Starkman runs The Audit, CJR's business section, and is the author of The Watchdog That Didn't Bark: The Financial Crisis and the Disappearance of Investigative Journalism (Columbia University Press, January 2014).

Follow Dean on Twitter: @deanstarkman.