I see The Wall Street Journal’s Special Committee has given itself a new name, or at least tried to define its role in life.

This becomes important now that Rupert Murdoch has appointed his confidant and protégé Robert Thomson, to become The Wall Street Journal’s managing editor, the world’s most important business-news job. (And yes, it is strange to write those words, which feel like they belong in some kind of dystopic counter-history: “President Landon today announced….)

See, poor Special Committee was born without a name. Under the agreement that created it when News Corp. bought the Journal’s parent, Dow Jones & Co., last year, it was just called The Special Committee. The reason it was given Generic Committee Name is that its purpose was left undefined. Its sole power was and is to approve the hiring and firing of certain editors and changes to their authority. The document doesn’t say why such a committee with such powers would be needed. This would lead to problems.

Last month, when the Journal’s previous managing editor, Marcus Brauchli, was bought out, the Special Committee complained that it hadn’t been told in advance and that News Corp. had violated the letter and spirit of the agreement, and this was certainly true. Clearly, as I wrote, News Corp. had trampled on the managing editor’s authority.

At the time, the committee just called itself “The Special Committee,” and added the description, “established to oversee and enforce compliance with the terms of an agreement between News Corp. and Dow Jones & Co.”

But “Special Committee Established to Oversee and Enforce” is, first, not exactly musical, and, second, still doesn’t explain the purpose of the agreement it is overseeing and enforcing, and so the committee had no idea what to do when an editor voluntarily resigned in return for compensation after having his job neutered, a scenario not explicitly contemplated in the agreement.

Today, Special Committee just comes out and finally why it exists (with my emphasis) as part of its explanation of why it approved Thomson:

Yesterday Dow Jones, Inc., with the approval of the Special Committee to defend the editorial integrity of The Wall Street Journal, announced the appointment of Robert Thomson…

Thank you. Phew. Now, was that so damned hard?

Now, it just has to figure out what “editorial integrity” means. And I’m going to give those luminaries a hint: It means whatever you want it to mean. So step up and define it expansively.

And here’s another observation, no extra charge. This whole agreement was created for a scenario in which one of three top editors (the other two are head of the editorial page and of Dow Jones Newswires) would complain to the committee that someone at News Corp. was impinging on their prerogatives. The committee would rule, and that would be that.

How do I know? It says so right here:

Each Editor shall have the right to appeal disputes with the Company [News Corp.] … to the Special Committee for resolution, and the Special Committee shall seek to resolve such disputes in a prompt manner. All decisions and determinations made by the Special Committee with respect to any such dispute shall be final and binding.

Okay, but now, Special Committee to Defend Editorial Integrity is confronted with a new scenario. We now have as managing editor Murdoch’s protégé, a News Corp. veteran, who, under no circumstances, can be expected to bring a complaint to the committee. The two vacation together, for Pete’s sake.

Now, any conceivable complaint will come only from the staff, and those by necessity must all be completely and utterly confidential. It’s clear the committee’s chairman, Thomas Bray, understands:

Mr. Bray also said that although the agreement technically covers only three high-level editors, “It’s a free country, anybody can go to the special committee” about issues of editorial integrity.


The Journal story says the agreement between the committee and News Corp. has already been rewritten to deal with small issues, including when the committee will be notified of personnel changes.

Crucially, the committee must again rewrite its agreement to reflect the new circumstances and include formal, confidential channels for reporters and editors to complain or provide tips.

Otherwise, Special Committee becomes Committee of the Absurd, waiting for a complaint from Thomson that will never, ever come.

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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.