This Day In Murdochiana

03/28/2008 02:44 am ET | Updated May 25, 2011

As Tom Waits might say, the smart money's on Rupert Murdoch coming away successful in his bid for Dow Jones, but for the moment, we've got nothing but "time, time, time." Last week's Wall Street Journal walk out was a nice shot in the arm, but that's over now. How will we count down the days until this is resolved?

Well, one could spend a few minutes perusing the text of the editorial agreement made between Dow Jones and News Corp. "on editorial protections for Dow Jones in the event of a takeover."

Of particular note in the agreement (besides the identification by name of the three current editors who've basically made out like bandits in these arrangements: "Marcus Brauchli (WSJ managing editor), Paul Gigot (WSJ editorial page editor) and Neal Lipschutz (Newswires managing editor)"--each with a guaranteed position to go along with a increasingly valuable stock portfolio) is the composition and machinery of the so-called Special Committee. But while it's clear that this Special Committee is poised to have a bureaucratic effect on the Wall Street Journal, what's not as clear is how much of a meaningful check this Committee can have if Murdoch decides to go feral.

The Committee will be "initially" composed of five members who are mutually agreed upon by News Corp. and DJ. From there, News Corp. would take over as their funder. The Committee would meet at regular intervals, with the broad option to meet out of undefined necessity, and would have a say in the "appointment and removal...and changes to the authority...of the managing editor and the editorial page editor of the WSJ and the managing editor of Newswires."

All of which would mean something if say, the editors in question (Brauchli, Gigot, and Lipschutz) currently didn't have incentives in front of them to favor a Murdoch takeover. Or if Murdoch couldn't place incentives in front of future editors to tow the line. Or if, depending on who gets appointed, Murdoch doesn't end up with a Special Committee that, on balance, favors him anyway. Keep in mind, News Corp., under the agreement, will "provide members of the Special Committee with reasonable compensation and payment for travel and accommodation"--giving Murdoch the ability to make those infrequent jaunts to sit in committee very pleasant experiences.

Besides, if the Journal ends up with the opposite circumstance--a Committee fully predisposed to fight Murdoch tooth and nail--does that make life at the newspaper any better? That would make gridlock the alternative to total (or sufficient enough) supplication.

Part of the problem is that for all the outside chatter on Editorial Independence, there's no attempt to determine what constitutes such independence in this agreement. There's no definition of terms, no codified set of rules, no delineation of a line that Murdoch must not cross. Essentially, this Special Committee will have the authority to continually re-arrange the deck chairs, and maybe keep their fingers crossed that no icebergs appear on the horizon.

Can Murdoch be checked into upholding the Journal's tradition of editorial excellence at the expense of his own ambitions? Certainly. But it will require Murdoch to understand that "editorial independence" is a crucial ingredient in rebuilding the Journal brand, and that if he degrades the paper's quality, he'll only send his current audience running to competitors--papers who succeed at enriching their subscribers. Murdoch might be able to boost circulation by selling schlock--but it won't make anyone other than Murdoch wealthy.

And that's either the last great hope for the Journal, or the preamble to its epitaph.