Murdoch bid puts light on Hub lawyer

Robert Sable, the executive director of Greater Boston Legal Services, has known Michael B. Elefante for nearly 20 years through Elefante's work on the organization's board. But it wasn't until Sable saw news stories about Rupert Murdoch's bid to buy Dow Jones & Co. that he realized Elefante played a pivotal role in overseeing the Bancroft family trusts, which control the venerated news organization.

"Until this stuff came out in the papers, I had no idea how deeply he was involved" in Bancroft affairs, Sable said. "Not only does Mike not toot his horn, but he's the utter soul of discretion."

That penchant for discretion will be put to the test next week when as many as 35 adult members of the Bancroft clan meet in Boston to debate whether to accept Murdoch's controversial $5 billion bid for the parent company of The Wall Street Journal, a company their family has controlled for more than a century.

The proposed sale of Dow Jones to Murdoch's News Corp. has thrust Elefante, a previously little-known Boston attorney, into the public spotlight. The fact that one of his major clients had been a virtual secret to many of his colleagues reflects both Elefante's reserved personality and the confidential nature of his work for a small State Street law firm, Hemenway & Barnes, that specializes in managing the trusts and estates of wealthy clients.

As a member of the Dow Jones board and a trustee for one of the Bancroft family's most influential trusts, Elefante is a crucial player in the Murdoch deal. He is also the key representative for the family, some of whom oppose a sale because they fear that the company's journalistic standards would decline under Murdoch. But the $60 a share bid is being seriously considered at a time when the newspaper business is struggling.

When the family members meet in Boston on Monday, Elefante will handle the delicate tasks of mediating among opposing factions and balancing the needs of current and future trust beneficiaries. The time and location of the gathering have not been made public.

Monday's meeting will be informational, according to a Bancroft family spokesperson. No vote will be held and no sale decision will be made. Participants will be briefed on the deal's status and given an opportunity to air their opinions and ask questions.

Once the meeting ends and family members have had several days to consider the proposal, Elefante will canvass the family members individually to determine whether they support the sale. He will then inform News Corp. and the Dow Jones board of the family's level of support.

Only if there is adequate family support will the process go forward -- although News Corp. has not indicated what level of support it would deem adequate. The family does not have to vote as a bloc.

There is no announced deadline for votes to be cast, but a tally is expected to be complete within about a week after Monday's meeting.

Hemenway & Barnes has a hand in about three-quarters of the Bancroft family's roughly 100 trusts. Though Elefante is the principal trustee, four other lawyers at the firm -- Timothy F. Fidgeon, Nancy B. Gardiner, Michael J. Puzo, and Kurt F. Somerville -- also play roles.

Elefante was not originally a trusts and estates specialist, but a general corporate lawyer who has served as a trustee for clients since the 1970s, steadily taking on a more prominent role in Bancroft affairs. The Bancroft family has been a client of Hemenway & Barnes since the 1940s, and the firm's previous lead trustee for the family was partner Roy A. Hammer.

A graduate of Syracuse University and Harvard Law School, where he was law review editor, Elefante clerked for a year for Chief Justice Raymond S. Wilkins of the Supreme Judicial Court before joining Hemenway & Barnes in 1970. He became a partner in 1976 and his son, Mark B. Elefante, is also a partner at the 30-lawyer firm.

Since 1976, Elefante has been a volunteer director of Greater Boston Legal Services, which provides free legal assistance for the poor, making him the second-longest-serving member of the 80-person board, according to Sable, the executive director. Elefante also served as board president from 1990 to 1995.

"He's very warm, very gracious, and has a great sense of humor," said Sable. "He's not a guy who, at least in the dealings I've had with him, takes himself too seriously."

The president of GBLS's board of directors, Richard A. Marks, who has known Elefante since at least 1989, said that despite working with clients of great wealth, Elefante has maintained "a lot of social consciousness."

"Mike is so respectful of client confidences he has never spoken -- and I've spoken to the man a lot -- about his representation of the Bancroft family at all," Marks added. "He's a very reserved man."

Elefante is a resident of Winchester, where he serves as a trust fund commissioner, a volunteer appointed position in which he advises the town on its investments.

About 50 people are expected to attend Monday's meeting, including many of the adult Bancroft family members and some of their advisers, such as representatives from Hemenway & Barnes; Merrill Lynch, the family's financial adviser; and Wachtell, Lipton, Rosen & Katz, a prominent New York law firm that specializes in mergers and acquisitions and is advising the trustees on the deal. Other people may participate by telephone.

At least one family member -- Leslie Hill, who opposes the sale -- has retained private counsel to advise her, and that lawyer may also be in attendance. In addition to the roughly 35 adult family members, there are at least another 35 family members who are minors and are not expected to attend.

In each trust, there are typically two or three trustees, in most cases including at least one family member. Trustees who are not family members represent institutions such as US Trust, Lehman Brothers, and Northern Trust Corp., in addition to Hemenway & Barnes.

Under Massachusetts law, trust decisions must be unanimous unless the trust documents specify otherwise; a few of the Bancroft trusts permit a majority decision.

Public shareholders have about 24 percent of the vote, and the vast majority of them -- many of whom bought stock in the last two months, after a possible sale was made public -- are expected vote in favor of the transaction, since they would benefit financially.

Sacha Pfeiffer can be reached at pfeiffer@globe.com.