NEW YORK — News Corp. (NWS) CEO Rupert Murdoch holds most of the cards when it comes to his $5 billion offer for Dow Jones (DJ). But the bargaining continues, and he still may need to use his skills of persuasion if he succeeds in acquiring the parent of The Wall Street Journal.
After a deal, Murdoch would nominate top editors. But hiring and firing decisions would have to be approved by a five-member committee jointly chosen by News Corp. and Dow Jones, according to executives briefed on an agreement designed to protect editorial integrity struck this week.
The executives declined to be named because talks are ongoing.
It's not known how many editors would be covered. The agreement does not appear to apply to top business executives, including publishers.
When someone leaves the committee, the terms call for a replacement to be chosen by the remaining members — not by Murdoch. The Bancroft family, which controls more than 64% of Dow Jones' voting shares, refused to consider financial details of Murdoch's offer until he assured them of a structure that would let the company's publications maintain their editorial independence.
Some family members have voiced concern that the owner of the New York Post and Fox News Channel would use the Journal to promote his business or political interests.
Bancrofts will not vote on Murdoch's offer until all terms for a sale are negotiated and presented to them. There's no requirement that the family reach a unanimous agreement.
Meanwhile, Dow Jones and the Bancrofts continue to explore strategic alternatives.
MySpace founder Brad Greenspan laid out his plan to match Murdoch's $60-a-share offer — but just for a 25% stake — in meetings Thursday with Merrill Lynch, which represents the Bancrofts, and Goldman Sachs, which represents Dow Jones.
Also on Thursday, Journal reporters represented by the Independent Association of Publishers' Employees arrived late to work to protest the possibility of a sale to Murdoch, as well as Dow Jones' effort in contract negotiations to cut back health insurance and limit pay increases.
"We viewed it as an overwhelming success," says reporter E.S. Browning, who chairs the union's bargaining committee.
He estimates that about 175 reporters showed up late. He says a Murdoch acquisition would be "a disaster."
Dow Jones said in a statement that it does not anticipate any interruption in its publication schedule from the union's actions.
