Promises, Promises.

March was not the best of months for Richard F. Zannino, the C.E.O. of the Dow Jones Company, which owns the Wall Street Journal. Zannino joined the company six and a half years ago, after a career in the apparel industry, and his tailored suits and good looks set him apart from most people in the newspaper business. Until recently, Zannino assured his board of directors at Dow Jones that a resurgent Wall Street Journal would drive up advertising revenues, and that the stock price would follow. He believed that since becoming C.E.O., in February of 2006, he was rejuvenating a company whose revenues that year--$1.8 billion--were slightly less than they were in 1993, and he liked to say that under his control forty-five of its top eighty executives have been replaced or shifted; he promised that it would soon be clear that his team had transformed Dow Jones into "a more diversified, content-driven media company."

By March, however, Zannino knew that Dow Jones was unlikely to meet his forecast of eighteen-to-twenty-per-cent revenue growth for the year--without which there would be little cash to make investments in new media or technology. Profits would be siphoned to shareholders as dividends, a good portion of them earmarked for the various branches of the Bancroft family, which for more than a century has controlled Dow Jones. "I'm very proud of the progress we're making," Zannino told me not long ago. "At the same time, I'm focussed on putting new gas in the tank."

These pressures were bearing down on Zannino when he accepted an invitation from Rupert Murdoch to have breakfast on March 29th at the headquarters of the News Corporation, in midtown. The two men spent forty-five minutes or so talking about the media business until Murdoch, who can be alternately disarming or brusque, paused to look at Zannino, who, at forty-eight, is nearly thirty years his junior, and announced that he wanted to buy Dow Jones. He praised Zannino's management team, and said that he would want it to stay in place. Murdoch believed that News Corp. could help Dow Jones. It had cash--little debt, revenues of twenty-eight billion dollars, and assets valued at close to seventy billion dollars--and could strengthen the Journal, not just in America but worldwide. In addition, the Journal and Dow Jones Newswires could supply the content for Murdoch's soon-to-be-launched business cable network, as well as for the company's hundred-plus newspapers on three continents and its global television satellites; Dow Jones could use News Corp.'s growing digital empire, including MySpace, to distribute financial news. Murdoch said that he was prepared to pay sixty dollars a share for a stock that was trading at about thirty-six dollars a share.

Zannino was startled by the size of the offer, and when he returned to his office at 200 Liberty Street, across from Ground Zero, he reported on the conversation to the company's lawyers; to his predecessor, Peter R. Kann, who was retiring as chairman of the Dow Jones board in April, and with whom he had a frosty relationship; to the incoming chairman, M. Peter McPherson, a former president of Michigan State University; and to the senior trustee of the Bancroft family, Michael B. Elefante. Zannino knew that Murdoch had long expressed an interest in owning the Journal and that older members of the Bancroft clan disapproved of Murdoch's brand of journalism. What he didn't know was that in late 2006, according to the Wall Street Journal, Murdoch associates began to approach some members of the family to express his interest in acquiring their stock; the Bancrofts ignored the inquiry. Zannino refused to say what he thought of Murdoch's offer, but told me, "To be honest, we're all flattered by Murdoch's bid. We view it as a validation of the work we've done and how we've positioned the company in this digital age." He added, "The fact that he says he wants to keep the management team intact is another reason we feel it's a validation of what we're doing."

Murdoch made the proposal formal on April 17th. Several Journal editors, including Paul Steiger, the managing editor (the newsroom's top job), and Marcus Brauchli, who was about to succeed Steiger, learned of the bid but did not publish it in the paper. "What happened is that three of the most senior newspeople, including me, became aware that this was happening not in our role as journalists but in our role as executives," Steiger told me. "We're a small company. Most senior news executives are always involved in planning." He said that no one pressured his department to suppress the news.

The story broke two weeks later, on May 1st--on CNBC--and, at a meeting of the Dow Jones board that day, Zannino said that he offered a "fact-based" presentation of the pros and cons of selling. "I have been very careful not to advocate a position," he told me. "This is the family's call." His prospects for an independent Dow Jones seemed bleak, however, and, according to a board participant, one family board member, Elizabeth Steele, had tears in her eyes--she seemed convinced that the company was doomed. "He was a seller," the board participant said of Zannino. "He gave a terrible presentation. He was talking about what a disaster it would be if we didn't take this offer. And he overdid it. He's young. He should have seemed more balanced." At the conclusion of the meeting, this participant said, some board members, including McPherson, privately told Zannino that he was too negative. "We hired this guy because he said he could turn around this company," the participant complained to an associate, "and now he says it's hopeless." Zannino rejected this view. "I would not characterize my discussion as gloomy," he said, and denied that board members had told him he was too negative.

Murdoch believed that his offer was so generous that early potential rivals--the Washington Post Company, G.E. (which owns NBC), the McGraw-Hill Companies, Pearson (which owns the Financial Times), and Bloomberg L.P.--might express interest but were unlikely to compete seriously. (As it turned out, Pearson and G.E. flirted with an offer, but abandoned the idea late last week.) One investment banker who has been on the other side in negotiations with Murdoch recalls, "If we bid x, he bid y. He's insensitive to price. He just won't lose." Murdoch also knew that if Dow Jones rejected his offer the stock would plunge, and that, if the family accepted a lower bid from another buyer, shareholders could protest. There are twelve nonfamily-related members on the board, but the Bancrofts retain a majority of class-B shares, which have a ten-to-one voting power over class-A shares. "The ...