M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Sunday, July 1, 2007

Dow Jones' Editorial Agreement

News Corp. and Dow Jones continue to negotiate an acquisition under fervid public scrutiny.  On Friday, a draft of the agreement in principle between Dow Jones and News Corp. on editorial protections for Dow Jones upon a takeover by News Corp. was leaked (apparently by the New York Times).  In fact, this draft is also available here on the Wall Street Journal website (I hope this fits within an exception under their confidentiality agreement).  The agreement provides that there will be a stand-alone committee of 5 members "comprised of distinguished community and journalistic leaders who are independent of N Corp and the Bancroft Family and who would be initially agreed upon" by News Corp. and Dow Jones.  The Special Committee would have approval rights over the appointment and removal and changes to the authority of the managing editor and the editorial page editor of the Wall Street Journal and the managing editor of Newswires.  These individuals would also have specified areas of sole authority under the agreement including authority over all news decisions.  The agreement also provides that:

the managing editor of the WSJ would be consulted prior to the use of the WSJ or Dow Jones brand names by N Corp or any other party to give the managing editor the opportunity to raise any objections to and suggestions concerning the proposed use of the brand. The decisions of N Corp on branding matters would be final.

The wording of this last paragraph looks to be highly negotiated and likely a step back by the Bancrofts and Dow Jones from their rumored initial proposal for strict limitations on use of the Wall Street Journal brand.  I'll spare you the Fox News cross-branding jokes, but you can likely see the results yourself in the near future as a News Corp. deal for Dow Jones is looking increasingly likely. 


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