Tuesday, July 31, 2007

Bancroft Family Reveals True Whorish Capitlistic Values

Today's Wall Street Journal, and CNBC, reported on the final stages of the Bancroft family's sale of Dow Jones to Rupert Murdoch's News Corporation.

What is delicious irony, of course, is that, after all the Bancroft crowing and public fretting about 'editorial independence,' the deal's closing is now dependent upon them extracting a sort of modern "greenmail" from Murdoch.

To wit, some of the Bancrofts are demanding reimbursement for legal and advisory fees connected with the entire negotiation process. This, they argue, is in lieu of a simply higher price for their weightier, on a voting basis, and, thus, more valuable shares.

As my partner noted to me, in an email containing the initial inklings of this on Friday, it demonstrates that, in the end, the Bancrofts are shameless capitalistic whores, just as many decry Rupert Murdoch to be. It wasn't simply a matter of protecting the Journal's editorial sanctity that would lead to the deal's closing.

Oh no. That was just a first step. The real action comes now that the family is seeking to extract the maximum price they believe Murdoch will tolerate paying for their publicly-listed, but, ultimately, family-controlled company.

I posted on this topic at the time of Murdoch's bid, here, back in May. Then, the Bancroft family enlisted various greybeards, such as Peter Kahn, a former Journal executive, to publicly fend off Murdoch. In the ensuing months. they've looked high and low for other alternatives. However, as I wrote then, the truth is, print-only companies are simply too small, in an economically efficient sense, to survive in today's media world.

Murdoch is the best fit for the Dow Jones Corporation media assets. Others share his vision for how to use them, but only Murdoch actually has the goods. As for retaining a stake in the entity, as one interloper suggested, the family members who want to participate in future growth of the brand under Murdoch can simply by News Corp stock.

But the real story now is how the Bancrofts are making use of the two-class stock they created when Dow Jones went public, to extract maximum gains only for themselves. Personally, I have no pity for the non-family shareholders. Despite what some, like CNBC's guest host this morning, Ron Insana, may say about family shareholders not being entitled to their gains because they simply "inherited" the shares, other shareholders bought the stock knowing full well that they could not vote a controlling interest, even as a united class.

Thus, they knew that they always faced the prospect of the Bancrofts screwing them in order to cut a better deal for their controlling shares. And that is exactly what is happening now.

By demanding that the advisory fees they incurred during the sales process be paid by Murdoch, some Bancrofts are, in effect, receiving higher prices for their shares than other owners are. We used to call this "greenmail," back in the 1980s, when people like Carl Icahn accepted higher prices directly from management in order to repurchase his shares of a takeover target.

Now, however, the Bancrofts are using the tactic in reverse. In order to takeover Dow Jones, Murdoch must pay greenmail.

No doubt, if we were to search back through the sainted editorial pages of the WSJ back in the 1980s, we'd find sanctimonious pieces by the Journal staff decrying the practice of paying greenmail, or otherwise treating shareholders of the same company differentially.

All of which goes to show, in the end, it's all about capitalism, capital, and the money. No shame in that. Things generally go better when we are honest about our motives and keep financial activity in its realm, and charity or "public interest" elsewhere.

Obviously, in the end, the Bancrofts believe this, and are no different than the man who runs the company to which they are selling theirs.

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