Murdoch Bid Puts Trustee on the Spot

Rupert Murdoch may be the highest-profile name in News Corp.'s $5 billion bid for Dow Jones & Co. But the decision on whether the deal goes through might ultimately rest with a reserved and publicity-shy Boston trust-and-estates lawyer named Michael Elefante.

Bid for Dow Jones

5/3/07

• At Dow Jones, Focus Is On the Bancroft Family
• Murdoch's Editors Know His Voice
• News Corp. Advisers Versed in Family Firms
• Video: S&P analyst Tuna Amobi is bearish on the bid

5/2/07

• Page One: News Corp. Bid May Put Dow Jones in Play
• Heard on the Street: Is Murdoch's Offer Meant to Deter Rivals?
• Key to Company's Fate Is the Bancroft Family
• Bid Shows Murdoch Hasn't Lost Taste for Print

5/1/07

• Transcript: Murdoch interview on Fox News
• Deal Journal: Sizing Up Possible Suitors
• Washington Wire: Murdoch on the Politics
• Read statements from Dow Jones and News Corp.

Mr. Elefante, who works at the respected but small Boston law firm of Hemenway & Barnes, represents one of the firm's most important clients: the Bancroft family, controlling shareholders of Dow Jones. The family's roughly three dozen adult members have slightly more than 64% voting control of the company. Three members serve alongside Mr. Elefante on the Dow Jones board -- Elizabeth Steele, Leslie Hill and Christopher Bancroft.

Mr. Elefante's role at Dow Jones mirrors that of William Stinehart, the lawyer for the Chandler family, the largest shareholder of Tribune Co. Mr. Stinehart, a retired partner at Gibson, Dunn & Crutcher LLP in Los Angeles, serves as a Tribune director. Last month, Tribune agreed to be taken private in an $8.2 billion buyout backed by real-estate investor Sam Zell.

Described by colleagues as dignified and reserved, Mr. Elefante is the Bancroft family's most powerful representative. He serves as trustee for a large Bancroft family trust and has served as a Dow Jones board member since 2005. He succeeded Roy Hammer, also a lawyer at Hemenway & Barnes, who retired from the Dow Jones board after serving as a director since 1998.

The Bancrofts, a disparate group spread out across the country, aren't all represented by Hemenway & Barnes. Lynn Hendrix, a partner at law firm Holme Roberts & Owen LLP in Denver, serves as trustee for at least one of the Bancroft family trusts, according to a Dow Jones filing with the Securities and Exchange Commission.

Mr. Elefante joined Hemenway & Barnes in 1970 and became a partner in 1976. He served as managing partner of the firm from 1993 to 1999. He graduated from Syracuse University in 1965 and Harvard Law School in 1969, where he was an editor of the Harvard Law Review.

On Tuesday, Mr. Elefante told fellow Dow Jones board members that family members and trusts "constituting slightly more than 50% of the outstanding voting power" of Dow Jones would vote against Mr. Murdoch's offer. Mr. Elefante didn't return calls seeking comment.

The 30-lawyer Hemenway & Barnes, founded in 1863, has managed the affairs of Bancroft family members for more than 60 years. The firm's relationship with the Bancroft family began in the mid-1940s with Laurence Lombard, a former partner at Hemenway & Barnes who knew Jane Barron Bancroft, one of the descendants of one of the publisher's early owners. Mr. Lombard, a longtime director of Dow Jones, died in 1985.

The firm is low-profile by design: With a specialty in trusts and estates work -- where lawyers handle sensitive and private information for wealthy families -- discretion is paramount. Where many of Boston's old-line law firms have grown from regional to international players, Hemenway & Barnes has stayed local and small.

"We've made comfortable livings but we don't want to grow where we have hundreds of people and that sort of thing," said George Kidder, a partner who joined the firm in 1950 and hired Messrs. Hammer and Elefante. "This was not something where the whole object in life was to see how much money you can make. There is too much of that now."

Write to Peter Lattman at peter.lattman@wsj.com