Free War at the Wall Street Journal by Sarah Ellison Page B

the talented staff. They have become absentee landlords, looking to diversify their holdings into more promising opportunities.
To save the company under its current ownership, we believe the family needs to begin acting like owners again in order to counteract the destructive image fostered at the company's recent annual meeting. We advocate the creation of an Oversight Committee that will begin to set a new agenda—an ethical, ownership agenda—for Dow Jones. The Committee would be made up of Lowell, Elefante, and eight (8) family members representing the two classes at interest—the current senior members and the remaindermen. Only family members would vote on issues.
    If the family is serious, the following issues must be resolved:
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No further sale of Class B shares over the next two years except for unusual circumstances.
Cut the B Stock dividend by at least 50 percent with that savings used to cover over half of the annual interest on the debt. (Interest savings to go to reward staff.)
Earmark half of cash flow to debt reduction.
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    All of the above implemented by the end of July.
    Well, in the Bancroft family, people just didn't talk that way.
    "It's time to stop pointing the finger and making comments that inflame and hurt Dow Jones board members, management and family members," Martha Robes wrote to Hill, in an e-mail copied to the entire family. Robes and her sisters were soft-spoken and cringed at the direct Hills. "Your approach is so negative and divisive that it's almost impossible to get beyond the venom to come up with something we can all support," she said.
    Mike's oldest brother, Crawford, the high school biology teacher, outspoken and opinionated, came to his defense: "How dare anyone accuse Mike Hill of being divisive," he wrote in a response to Martha. "Being blind to reality is divisive—how could it not be?"
    Elefante didn't appreciate the turmoil the Hills were stirring up; he was furious with Lowell. It was suddenly very clear that the dissatisfaction in the Bancroft family was no longer limited to Billy and Elisabeth. Even the Cook branch needed to free up funds for their philanthropic efforts that relied on gifting Dow Jones stock; the declining stock price had made it difficult to keep up with their commitments. Mike knew Hemenway & Barnes was going to have to make some kind of move to keep the family happy, and the most obvious problem was Peter Kann.
    Unlike at News Corporation, the issue of succession would not be decided by the imperial CEO. The board had, in typical Dow Jones fashion, formed a committee to study the situation. The board was looking at its options and had been discussing the situation ad nauseam. The committee, made up of Bill Steere, James Ottaway Jr., Hockaday, Newman, Harvey Golub, and Elefante, had identified the three obvious internal candidates: Rich Zannino, who was chief operating officer, and two of his direct reports, Gordon Crovitz, who ran the company's electronic publishing division, and Karen Elliott House, the publisher of the
Journal
and Peter Kann's wife.
    Dow Jones's board committee had started interviewing the potential CEO candidates early in 2005, and Zannino was offended that he was competing for the job with two people who worked for him. Hockaday, who knew how perilous CEO searches could be, had pulled Zannino aside to assure him that he had the edge in the three-way horserace. Hockaday didn't want Zannino becoming so frustrated that he started looking for other jobs or, worse, left the company out of impatience with the process.
    Hockaday knew Zannino was ambitious; he had left his previous job at Liz Claiborne after just a year and a half as chief financial officer at the apparel maker. Hired at Dow Jones as chief financial officer in February 2001, by early 2002 Zannino had been met with passive aggression by some veteran Dow Jones executives, who bristled at Zannino's presence and simply ignored his requests. He was, at the