Dow Jones Directors May Take the Bid

Am I the only guy who believes that Rupert Murdoch has a real chance here, with this bid on Dow Jones (DJ - commentary - Cramer's Take)? Right now the betting line is so against him as to make me feel that this is one of those Comcast-Disney situations where there's no hope and where some board members led Brian Roberts astray -- notably George Mitchell, according to Jim Stewart's Disney War, one of the best business books ever written.

Put aside that this is the first time that the Bancroft family has even been allowed to consider a bid, because the only Bancroft that mattered was the one man who wasn't an actual Bancroft: Roy Hammer, a lawyer who believed that no bid was right. As long as he was the gatekeeper it was futile to bid. The fact that he left a couple of years ago had to make Murdoch feel the time was right. The fact that the management that didn't favor a bid either -- Peter Kann also believed that no bid was right -- has retired matters, too.

As does the fact that any Bancroft who cares about a stock price -- and maybe some don't because they regard it as a charity that pays a dividend, or a university with some capital gains upside -- has to be unhappy with the negative trajectory of the stock.

But all of these miss the point. The main thing I want to focus on, the main thing that every commentator has ignored over and over, is that there is an actual board of directors at Dow Jones. A real, breathing board of directors.

Consider these members:

1. John Brock, the president and CEO of Coca-Cola Enterprises (CCE - commentary - Cramer's Take), who has gotten serious about creating shareholder value after years of not being focused.
2. Lewis Campbell, chairman, president and CEO of Textron (TXT - commentary - Cramer's Take), who has been a remarkable creator of high shareholder returns.
3. Eduardo Castro-Wright, president and CEO of Wal-Mart (WMT - commentary - Cramer's Take) Stores USA, is one of those guys who is uniquely focused on the underperformance of Wal-Mart's stock and I sure don't think there's any way he likes a bad stock price of a company he's on the board of.
4. Harvey Golub, chairman of Campbell Soup's (CPB - commentary - Cramer's Take) board, one of those companies with family ownership that has never viewed it as an obstacle to performance. He also built American Express (AXP - commentary - Cramer's Take) into a profitable juggernaut.
5. John M. Engler, president and CEO of the National Association of Manufacturers, a capitalist's capitalist.
6. Frank Newman, chairman emeritus of Bankers Trust and CEO of Shenzhen Development Bank, a man who was instrumental in agreeing to sell Bankers Trust even though the company had a history of being vicious about protecting its independence.
7. Paul Sagan, president and CEO of Akamai (AKAM - commentary - Cramer's Take), one of the most shareholder-friendly tech companies.

Now, there are others who are question marks:

• Dieter von Holtzbrinck, chairman of the supervisory board of a German company, the board chairman;
• Peter McPherson, who is president of the National Association of State Universities, and the man who may be stewarding this board just like a state university -- not good for the bid; and
• John Barfield, chairman and president of the Bartech Group, a staffing firm.

Then there are the three Bancroft board members, who historically have fought bids. But Leslie Hill, viewed as the key Bancroft person on the board, told The New Yorker's Ken Auletta four years ago "never say never" about a bid. This Murdoch bid seems like the one bid you'd never say no to.

To watch Jim Cramer's video about the drama at Dow Jones, click here.

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