Jimmy, their bright blue lettering discouraging and predictable: " BANCROFT FAMILY HOLDS AN CARDS. "
The Bancrofts controlled 64 percent of Dow Jones through a class of super-voting stock that gave them ten votes per share on any issue that came before shareholders, namely, takeovers. Jimmy knew this; it was stated plainly in the company's public filings. But that protected stance was something Jimmy viewed as his jobâhis
dutyâto
circumvent. He wanted Zannino's help.
"Well, how do I get to them?" Jimmy asked. "I guess it's like anybody else, you've got to make a compelling pitch with some value to get their attention."
"Sure," Zannino said. "Make a compelling pitch. Value always gets people's attention."
"Should I call Peter?" Jimmy asked.
"If you call Peterâ" Zannino paused. "I mean, nobody has put a number to them, so it's easy to say it's not for sale."
It was true. The family's stance remained untested. They had been carefully shielded, it seemed. Later, some in the family would describe what they termed the "unholy alliance" between Peter Kann and Bancroft trustee and Hemenway & Barnes lawyer Roy Hammer.
Hemenway & Barnes, one of the oldest law firms in Boston and a specialist in managing the city's old, private money, relied heavily on the Bancroft account, which was its main source of business. The firm's relationship with the family dated back to World War II, when "Grandpa" Barron's daughter Jane, left alone after her husband's suicideâhe was a depressive who some in the family say was driven mad by his father-in-law's abusesâhired the firm to protect the family fortune. Since then, the thirty-lawyer practiceâwith the motto "A Wealth of Experience"âhad grown in power within the family with each successive generation. As family trustees died, Hemenway lawyers typically replaced them. The trusts paid Hemenway 6 percent of any income generated, which meant that the generous dividends from Dow Jones's stock produced a reliable stream of money for the law firmâall for keeping things exactly as they were.
Hammer had sold some of the family's stock and bought other investments, an effort to diversify their wealth. Now, Dow Jones stock made up less than half of their assets. But the company was still the greatest single asset the family held in common, and the structure of the trusts automatically divided the generations. Jessie's, Jane's, and Hugh Jr.'s children, known as the "upper generation," received automatic disbursements from the trusts, which came mainly in the form of annual dividends from Dow Jones's stock. They decided how much cash their children received. Mostly, however, the kids could get to the fortune only after their parents' death.
For years, Kann and Hammer successfully rebuffed overtures from interested suitors in an effort to protect the
Wall Street Journal
and their position in the constellation of players who derived both prestige and a sense of self-satisfaction that came from proximity to such a national treasure. Anyone who talked to Kann would hear the same response: that the family was not interested in selling. If he needed confirmation, Kann would call Hammer, an imperious man with an aristocratic air, who repeatedly assured Kann the family hadn't changed its mind. Hammer turned down expressions of interest and informed Kann afterward.
Jimmy scribbled:
Â
MAKE COMPELLING PITCH. VALUE TO GET ATTENTION
CALL PETERâNOBODY HAS PUT A NUMBER TO THEMâEASY
TO SAY IT'S NOT FOR SALE
Â
"You'd need to talk to a board member who gets it," Zannino said. "If you go to Peter, he doesn't even report to the board until after the fact," Zannino added. "Go to Roy with a number."
Jimmy's pen busily noted the instructions:
Â
2. BOARD MEMBER WHO GETS IT
3. GO TO PETERâDOESN'T EVEN REPORT
4. GO TO ROY WITH #.
Â
Jimmy had studied Dow Jones for years, but now he had an insider. Zannino had just handed Jimmy a playbook for how to scale