Facebook is implementing a new stock structure to make sure the founders retain control, immediately causing rumors about an impending initial public offering. Why would Facebook need Class A and Class B shares otherwise? Under the new structure, which is similar to Google's (GOOG), Mark Zuckerberg and other early entrants wouldn't have to worry about yielding the floor to outsiders when if the company goes public.

The stock structure was adopted to ensure that existing shareholders keep control on voting issues, according to Facebook statement. No details were given as to who the winners are in this arrangement, but a Wall Street Journal report says that, according to its sources, all current shareholders would be converted to Class B shares, which carry 10 times the voting rights of Class A shares.

The IPO market has been pretty slow for the past two years due to the effects of a subprime mortgage crisis that turned into a credit crisis that turned into a worldwide financial crisis and recession. Nonetheless, two companies made their debuts Thursday -- one on the NYSE (NYSE: NYX), the other on the NASDAQ -- and they nailed it. Hyatt Hotels (NYSE: H) gave its investors a 12% gain on its first Big Board trading day, and Ancestry.com (NASDAQ: ACOM) switched those digits, jumping 21% in its first day of trading.

Hyatt Hotels overcame two major concerns. The worldwide travel market slump has been tough on hotel companies, and Hyatt has been subject to the same forces as everyone else. Also, investors may have been worried about infighting among the founder's heirs (the Pritzker family), but the double-digit price increase suggests that investors don't foresee Bancroft-style squabbles screwing investors -- or, if you don't like Dow Jones, now a part of News Corp (NASDAQ: NWS), Playboy (NYSE: PLA) makes the same point.

Dow Jones & Company, Inc. (NYSE: DJ)'s Wall Street Journal (a.k.a., Rupert's Rag, a.k.a. The Towel) occupies a unique spot in the media firmament. As I pointed out earlier in the year, it changed its format and now looks to me like a Holiday Inn bath towel. And since it appears that News Corp (NYSE: NWS) has finally won over enough Bancrofts to take control, I am officially changing this column's name from Towel Talk to Rupert's Rag, which will continue to offer a perspective on its news and views.

Reuters reports on an internal memo at The Rag, which confirms that "The Bancroft family has accepted. Dow Jones will be part of News Corp."

Details of which Bancrofts accepted and which did not will no doubt be forthcoming. The New York Times (permalink) reports that family members and trusts representing about 32% of the shareholder vote indicated they would support Murdoch's offer.

MAJOR PAPERS:

• Rupert Murdoch's $5B, $60 a share offer for Dow Jones & Company (NYSE: DJ) appeared to be closer to a final deal as Dow Jones was negotiating with News Corporation (NYSE: NWS) to pay advisory fees for the Bancrofts, the majority stock holders, in exchange for some of the holdout members to back the deal, according to the Wall Street Journal.
• Barron's Online's "Inside Scoop" column reported that so far this year, five top BlackRock Inc (NYSE: BLK) executives grossed more than $82.4M by selling 486.5K shares on the open market at per-share prices ranging from $147.30 to $179.93, according to Thomson Financial data.

OTHER PAPERS:

• Mortgage woes continued to deepen yesterday, reported the New York Times, which noted that the New York Stock Exchange elected not to allow trading yesterday on the shares of American Home Mortgage Investment Corp (NYSE: AHM), after the company reported that it would suspend its dividend and faced "significant" margin calls from banks.
• The New York Times reported that AT&T Inc (NYSE: T) has made a deal with online music retailer EMusic that will allow people to buy songs from independent labels through their cell phones.
• The Los Angeles Times reported that Toyota Motor Corporation (NYSE: TM) will introduce a new "standard" version of its Prius gas-electric hybrid for the 2008 with a base price of $20,950, 5.5% less than the lowest cost 2007 model.

The champagne may be on ice, but is it premature to believe that News Corporation (NYSE: NWS) will succeed in its $5B, $60 a share takeover of Dow Jones & Company Inc (NYSE: DJ)?

While both sides appear close to a deal, the stumbling block remains the editorial independence of the Wall Street Journal. If both sides can reach an acceptable agreement, there's no one else to block News Corp. Late last week, General Electric Company (NYSE: GE) and Pearson, who had teamed up to make a bid, dropped out. But if they can't reach a common ground, and there are plenty of reasons to believe why Rupert Murdoch won't agree to the controlling shareholders -- the Bancroft's -- requirement for the deal to work (Think: Murdoch's editorial independence). It has been reported that News Corp.'s offer would reduce the Bancroft's involvement, but that Dow Jones was set to offer an alternative proposal, as early as today.

No matter what Rupert Murdoch wants, and he very badly wants the Wall Street Journal, the Bancroft family can still walk away and not sell.

MAJOR PAPERS:

• The Wall Street Journal (subscription required) reported that online auctioneer eBay Inc (NASDAQ: EBAY) has resumed advertising with Google Inc (NASDAQ: GOOG), after having pulled its ads to prove that it didn't need to spend as heavily on Google's AdWords.
• The Financial Times reported that some inside and outside of Lazard Ltd (NYSE: LAZ) are questioning if CEO Bruce Wassertein has given the company a sustainable model that will be able to thrive without the current "dealmaking binge."
• According to the Financial Times, citing people familiar with the situation, News Corporation's (NYSE: NWS) Rupert Murdoch is looking beyond its $5B offer for Dow Jones and Company Inc (NYSE: DJ) in search of Internet acquisitions or a deal involving MySpace.

OTHER PAPERS:

• Also concerning News Corp and Dow Jones, the U.K. Times reported that the Bancroft family, which controls Dow Jones, asked late Friday for two seats on News Corp's board, which is one more than Rupert Murdoch has been willing to offer.
• General Electric Company (NYSE: GE) is seeking to build a diesel locomotive plant in India, in partnership with Indian railway companies, reported Business Standard.
• Yediot Ahronot reported that Nice Systems Limited (NASDAQ: NICE) is in talks to acquire Actimize for $280M.

Yesterday, Reuters reported that General Electric Company (NYSE: GE) and Pearson PLC (NYSE: PSO) would discontinue "exploratory talks" for a potential bid for Dow Jones & Company Inc (NYSE: DJ). The talks for a rival bid to News Corporation's (NYSE: NWS) $5 billion bid reportedly fell apart because the price was too high. GE and Pearson had discussed spinning off their financial news entities - Financial Times and CNBC - to combine with Dow Jones.

Now that it's out of the running, GE could be facing CNBC, one of its most profitable outlets, being challenged by Rupert Murdoch's impending business channel. Murdoch is launching the Fox Business Channel this fall, and he believes it could benefit from Dow Jones content, including the Wall Street Journal.

The elimination of GE and Pearson as competitors could leave News Corp, led by Murdoch and his $60 per share bid, the sole bidder for Dow. Sources believe that no other rival bids will emerge, although Brad Greenspan, who co-founded the popular social-networking Web site MySpace, offered to buy a 25% stake in Dow at $60 per share; the sources believe Greenspan's offer is a "stretch."

Dow Jones, and the Bancroft family that controls it, have been looking for a higher bid than News Corp's. The Bancrofts are concerned about retaining editorial independence and believe GE and Pearson, who could have given the Bancrofts a minority stake in a venture that combined the business entities, could have been better-suited owners than Murdoch. However, since GE and Pearson are now out, this leaves the Bancrofts with less room to negotiate with their only bidder.

Although the initial analysis suggests that the decision by the Board of Directors of Dow Jones (NYSE: DJ) to take over the negotiations with News Corp (NYSE: NWS) from the Bancroft family represents a development that is likely to speed any deal between the two, whether any deal comes to fruition remains an open question - due to the number of players and coalitions surrounding this most consequential of potential media deals, the instant-analysis of The Wall Street Journal notwithstanding.

The Wall Street Journal Wednesday night reported -- but cited no sources -- that the Board's move "is likely to speed any deal between News Corp. and Dow Jones," owner of The Wall Street Journal. Left unsaid is exactly why the board's Wednesday decision would speed any deal.

In a statement released after Wednesday's market close, the Dow Jones board of directors said it would "take the lead in addressing all aspects of the [News Corp] proposal and all other strategic alternatives, including remaining independent." Further, the board "reiterated that any transaction must include appropriate provisions with respect to journalistic and editorial independence and integrity."

Read one way, the above passage could mean that the board is taking the lead in addressing the News Corp proposal. Read another way it could also mean that the board is weighing other proposals. Wednesday night's Journal news story implied that the board's decision would speed any deal, if, in fact a deal is in the making, but the Journal did not state, nor offer sources, confirming that a DJ/News Corp deal was, in fact, in the making.

Meanwhile, General Electric (NYSE: GE) and Pearson Plc Wednesday continued to discuss plans whereby the two would forward an alternate proposal to the Bancrofts (and now, presumably, to Dow Jones' board of directors) - a plan that would grant the Bancrofts a larger minority stake and a stronger editorial voice in the new entity.

Nearly every time I've written about Rupert Murdoch's bid for the Dow Jones Co. (NYSE: DJ), I've said this: If the Bancrofts want to even think about rejecting his bid, they owe it to shareholders to come up with something better. Well according to Reuters, they actually might be doing just that: "General Electric Co. and Pearson Plc may challenge News Corp.'s $5 billion bid for Dow Jones & Co., with a plan that could let Dow Jones's controlling family to keep an interest in the company, the Financial Times and Wall Street Journal reported on their Web sites on Sunday."

Reports suggest that the plan could allow the Bancrofts to keep a stake as high as 20%. If the reports are true, it's good to see that the Bancrofts are considering trying to find a "white knight" and retain their own financial stake in the company.

But you have to think that, if the company is sold, which it will be, Rupert Murdoch will win. He has deep pockets and has had his eye on the Journal for a long time. He came in with a big preemptive bid, and it's hard to imagine him letting someone else take it away from him.

If you've been following the media reports, you know that editorial independence is the main issue holding up Rupert Murdoch's bid for the Dow Jones Company (NYSE: DJ): The Bancroft family is none too pleased with Murdoch's history of aggressive, meddlesome management with his newspapers, and they want assurances that he won't turn the Wall Street Journal into a tabloid or something like it.

The Bancrofts are trying to craft an editorial board with the ability to hire and fire editors, but Murdoch wasn't impressed with their proposal at the meeting. The two parties did not discuss the amount of Murdoch's offer, a strong indication that the Bancrofts really do only care about independence. So we can't question their motives.

But does the Board of Directors have a responsibility to look after the interests of the shareholders, the true owners of the company? And just as it's unethical for someone with a controlling position in a company to push through a buyout at a price that isn't fair to minority shareholders, shouldn't the Bancrofts look out for the interests of minority shareholders, rather than their own concerns about editorial independence?

I have no doubt that independence is important. But to reject a bid that is far superior to any value another party could provide Dow shareholders is bad governance. The Bancrofts should find another buyer or, possibly, consider doing a leveraged buyout themselves. But if none of that comes through, they probably need to sell the company to Murdoch, and try to get whatever safeguards in place they can to protect the independence of the greatest newspaper in the world.

Dow Jones & Company's (NYSE: DJ) Wall Street Journal (a.k.a., The Towel) occupies a unique spot in the media firmament. As I pointed out earlier in the year, it changed its format and now looks to me like a Holiday Inn bath towel. Towel Talk offers a perspective on its news and views.

The Towel's union members are not happy about Rupert Murdoch's $5 billion bid for their employer. Neither are some shareholders, such as James Ottaway. The AP reports that the Independent Association of Publishers' Employees has reached out to supermarket billionaire Ron Burkle to make a competing bid.

Burkle, a buddy of former President Clinton who tried and failed to buy Tribune Co. (NYSE: TRB), is likely to treat union members with greater respect than Murdoch who in my estimation is a bit more to the right of the political spectrum.

Assuming that Burkle does come through with an offer, his odds of winning will be enhanced if he satisfies two tests: 1. He pays more money than Murdoch and 2. He guarantees not to meddle in editorial decisions. Up until today, I had not heard any speculation about Burkle's interest so I won't be surprised if new bidders emerge in the next few days.

With The Towel's stock closing 50 cents above Murdoch's price, it appears that investors expect more money on the table.

Peter Cohan is President of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter. He has consulted to News Corp.'s CEO and has no financial interest in Dow Jones.

Stock futures were lower in early morning, indicating a similar start for U.S. stock markets ahead of service sector data and a speech by Fed's chairman, Ben Bernanke. Investors are also weighing some deal news this morning.

Yesterday, stocks held their ground following another plunge in Chinese stocks, finishing with modest gains.

Today, the Institute of Supply Management's May non-manufacturing index should be released at 10:00 a.m. EDT and is expected to decline half a point in May to 55.5 from 56.0 the month before. Some expect the service sector to surprise on the upside, much like the manufacturing sector did on Friday. Regardless, a reading above 50 indicates expansion in the service sector. The delicate balance of expansion vs. robust growth that could affect inflation and rate decision is always on investors' minds.

At 8:15 a.m. EDT, Federal Reserve chairman, Ben Bernanke is due to speak at a South African International Monetary conference on housing and the economy, with his speech due for delivery before the market open. Many will pay close attention to his speech and mentions of U.S. economy, inflation and possible monetary policy. Treasury Secretary Paulson is due to speak 11:30 a.m EDT at the Heritage Foundation, and should discuss relations with China.

Overseas, Japanese stocks rose for a fourth straight session today. Chinese stocks fell for a third straight day Tuesday, but rebounded somewhat from an early large drop in a late-day rally. European stocks started the positive, but are now mostly lower, probably due to indication from ECB President Jean-Claude Trichet that the bank will raise its key rate by a quarter point to 4% tomorrow as the fastest economic growth since the start of the decade threatens to stoke inflation.

Important news from yesterday relates to ground beef recall as Supervalu said it was recalling some ground beef sold in its Albertsons and Save-A-Lot stores that could be contaminated with E. coli.

In corporate news:

TPG Capital, joined with another private equity firm, Silver Lake, in an $8.2 billion bid for Avaya Inc.(NYSE: AV). Avaya said last night that it has agreed to the firms' offer of $17.50 in cash per share, a 28% premium over May 25 close, before negotiations have began, and a 4.7% over Monday's close.

According to The Wall Street Journal, Rupert Murdoch of News Corp (NYSE: NWS) said yesterday that the meeting with the Bancrofts, controllers of Dow Jones & Co., Inc. (NYSE: DJ), was "constructive."

Bed Bath & Beyond, Inc. (NASDAQ: BBBY) shares are down 6.7% in pre-market trading (7:24 a.m.) after the company warned that its fiscal first-quarter earnings may come in below Wall Street's expectations. The range the company gave is 36-38 cents per share for the quarter, while analysts polled by Thomson Financial expected a first-quarter profit of 39 cents per share. Goldman Sachs didn't waste any time and downgraded the stock to Neutral from Buy.

MAJOR PAPERS:

• The Wall Street Journal reported that TPG Capital and Silver Lake are poised to buy telecommunications equipment company Avaya Inc (NYSE: AV) for about $17 a share; Nortel Networks Corporation (NYSE: NT) was also said to be interested.
• News Corporation's (NYSE: NWS) Rupert Murdoch said he is willing to go along with tighter editorial independence, but won't give in to a key demand from Dow Jones & Company Inc's (NYSE: DJ) controlling Bancroft family that they control an editorial oversight board that would protect this, the Wall Street Journal reported.
• Barron's Online's Trader section believes Service Corporation International's (NYSE: SCI) 90% surge since August is the result of funeral service companies' virtual immunity to a slowing economy or rising rates – the market's two biggest fears right now.

OTHER PAPERS:

• The New York Times reported that software maker Cadence Design Systems Inc (NASDAQ: CDNS) is in talks with private-equity players that include Kohlberg Kravis Roberts and the Blackstone Group about a possible sale of the company.
• Technology Web sites have discovered that Apple Inc (NASDAQ: AAPL) embeds customers' personal data into files the company uses to distribute music from its online iTunes music store, creating fears about privacy, the UK Times reported.
• The UK Times also reported that Royal Bank of Scotland Group (OTC: RBSPY) may be looking to sell Southern Water for GBP4B, a move that could lead to many more deals in Britain's privatized water industry.

MAJOR PAPERS:

• The Wall Street Journal reported that the Bancroft family, which controls 64% of Dow Jones & Company Inc's (NYSE: DJ) voting power, said that it would meet with News Corporation (NYSE: NWS) to discuss its $5B bid for the company, but would also consider other bidders and options.
• The Wall Street Journal reported that The Coca-Cola Company (NYSE: KO) is attacking their sluggish performance by focusing on their bottler network in 200 countries, a move executives believe is important to the company's long-term health.
• Cadbury Schweppes ADS (NYSE: CSG) may soon announce a cost-cutting exercise worth nearly GBP300M that could feature closure of factories and job cuts, the Financial Times reported.
• Barron's Online's "Inside Scoop" column reported that Michael E. Marks, the chairman of Flextronics International Ltd (NASDAQ: FLEX), a director at SanDisk Corporation (NASDAQ: SNDK) and a new director of Sun Microsystems Inc (NASDAQ: SUNW), has made a $1M investment in Sun, the largest by an insider since August 2004.

OTHER PAPERS:

• Retail giant Wal-Mart Stores Inc (NYSE: WMT), which has been on an "expansion craze" for decades, has decided to make a gradual slowdown in U.S. store expansion, and may embark on an initiative to return to more basic apparel offerings and an emphasis on low prices, the New York Post reported.

Dow Jones & Company's (NYSE: DJ) Wall Street Journal (a.k.a., The Towel) occupies a unique spot in the media firmament. As I pointed out earlier in the year, it changed its footprint and now looks to me like a Holiday Inn bath towel. Towel Talk offers a perspective on its news and views.

News Corp.'s (NYSE: NWS) bid for The Towel has plunged a fiery torch into the viper's nest of conflict and ambition at the paper. And this conflict has opened up the possibility of numerous bidders and targets in the beleaguered newspaper business.

I come to this story with some conflicts of my own. I have done consulting work for News Corp.'s Chairman and CEO and have worked with several reporters from The Towel. But what I find most interesting about this takeover is that it plunges right to the heart of the conflict within The Towel between the Bancroft family, which I imagine backs the Towel's arch conservative editorial page, and the reporting side, whose union representatives have opposed the deal.