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Murdoch: WSJ.com Will Stay Subscription-Based

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Don't Dow Jones' Bancrofts Have a Fiduciary Duty to Shareholders?

Directors and Officers have a fiduciary duty. They must act in the best interest of the company (and subsequently, its owners).

The Bancrofts have NO fiduciary duty. They ARE the owners.

There are laws that protect minority shareholders from the abuse of majority holders, in some cases. So the Bancrofts could get sued by minority shareholders if they did abused their power. I don't know enough about the law on this but I'm fairly sure that turning down a buyout bid doesn't qualify for this type of protection.

The real question here is to what extent do the Directors have a duty to the minority shareholders? You must remember there are multiple Bancrofts and they don't always agree. Should the Board of Directors hold a shareholder vote? The real question is how do their obligations to the various shareholders change as this whole situation develops and the Bancrofts have opposing views (even within the family).