Do Dow Jones’ Bancrofts Have Fiduciary Duty to Other Shareholders?

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By Douglas A. McIntyre Published
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From Internet Outsider

If so–and I assume they do–the rejection of the News Corp offer is going to get sticky.

$60 a share is a massive premium over Dow Jones’s average trading price over the past twenty years, and it is close to the stock’s all-time peak in the $70s back in 2000 (which was a bubble-related spike).  Dow Jones shareholders have been awfully patient for an awfully long time, and however attached they may be to the company’s timeless and influential brands, they are also presumably focused on their bottom lines.

The Bancrofts’ rejection of Murdoch’s offer may be a negotiating move (why not?), but if Murdoch raises his offer–or even if he simply reiterates it–the family will likely take increasing heat from the other shareholders and board members.  And as long as the "fiduciary duty" standard applies (which it may not–anyone know?), if the Bancrofts refuse to deal, they will presumably be opening themselves up to legal liability.

http://www.internetoutsider.com/

Photo of Douglas A. McIntyre
About the Author Douglas A. McIntyre →

Douglas A. McIntyre is the co-founder, chief executive officer and editor in chief of 24/7 Wall St. and 24/7 Tempo. He has held these jobs since 2006.

McIntyre has written thousands of articles for 24/7 Wall St. He is an expert on corporate finance, the automotive industry, media companies and international finance. He has edited articles on national demographics, sports, personal income and travel.

His work has been quoted or mentioned in The New York Times, The Wall Street Journal, Los Angeles Times, The Washington Post, NBC News, Time, The New Yorker, HuffPost USA Today, Business Insider, Yahoo, AOL, MarketWatch, The Atlantic, Bloomberg, New York Post, Chicago Tribune, Forbes, The Guardian and many other major publications. McIntyre has been a guest on CNBC, the BBC and television and radio stations across the country.

A magna cum laude graduate of Harvard College, McIntyre also was president of The Harvard Advocate. Founded in 1866, the Advocate is the oldest college publication in the United States.

TheStreet.com, Comps.com and Edgar Online are some of the public companies for which McIntyre served on the board of directors. He was a Vicinity Corporation board member when the company was sold to Microsoft in 2002. He served on the audit committees of some of these companies.

McIntyre has been the CEO of FutureSource, a provider of trading terminals and news to commodities and futures traders. He was president of Switchboard, the online phone directory company. He served as chairman and CEO of On2 Technologies, the video compression company that provided video compression software for Adobe’s Flash. Google bought On2 in 2009.

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