 raider is wooing the media and putting four-color pre- sentations under the noses of the target's largest shareowners. The target generally has no choice but to pledge that the raider's offer will receive "serious consideration." From then on, it's all about money unless the target can raise other concerns that matter to shareowners. In AT&T's case, we had two issues to flog: corporate governance, which was not yet much of an issue in mid-2001, and telephony, which had been the primary rationale for our cable purchases but didn't figure much in Comcast's plans. Comcast was a family-run company. Although the Robertses owned less than 3 percent of the economic interest in the company, they had about 80 percent of the voting power, appointed all the mem- bers of the board, and controlled every aspect of the business. This was not uncommon in the cable industry. The Rigas family exercised similar control over Adelphia; heirs of company founder James M. Cox controlled Cox Communications; and the father-and-son team of Charles and James Dolan controlled Cablevision. But the AT&T board of directors was extremely uncomfortable with the concept. "It might be great when things are going well," said Amos Hostetter, "but what happens when markets turn south? Brian's a capable executive, but what if he wants to make his dumb nephew his successor?" The bankers, who had sold the properties to AT&T in the first place, claimed that the Robertses' offer came when AT&T's cable oper- ations were at their low point. While they appeared to be offering a good premium to the operations' current value, their bid reflected Tough Calls none of the venture's future value. "They're bidding for a traditional cable company," went the argument. "But AT&T Broadband is more than that. It's the first multiservice broadband company, offering high-speed data and telephony as well as digital entertainment that go far beyond CNN and HBO." Broadband in Play At the July I9, 200I, board meeting, which took place in Denver, where the directors could get 