TO: Jeff Immelt, chairman and chief executive, General Electric.
FROM: Jack Flack
RE: A small fight with big implications

I know CNBC is a tiny part of your overall math, and the early reviews on Fox Business Network are predictably bleak. But the visibility of the battle means that the outcome will have a disproportionate affect on G.E.'s ability to maintain its mystique as an invincible operator of No. 1 businesses.

And for you personally, it will bring a new angle of scrutiny on your leadership style. You are considered worldlier, wiser, and more strategic than Welch, a style that was essential in the early years of your tenure. But the stock performance is starting to dampen all the good karma you have created, and you should not underestimate the negative symbolism if CNBC falls into a true struggle. As the calls get louder for you to break up the company, a new theme will ultimately emerge: "Where's the boldness?"

And if Ailes gives your boys the same kind of skinning he gave CNN, it will be widely assumed that Welch would never have let that happen. That's why I'm writing you instead of Jeff Zucker or Mark Hoffman. This a major plot point in the G.E. story, and you must attend to it as such.

So, here are six essential courses of action for your consideration.

1. Define the real endgame. The world now knows that Murdoch's strategy is to assemble the pieces needed to establish a business-news death star, and no piece is more critical than a strong presence in American business-news television. The world also assumes that NBC Universal needs to be the first unit to go when you start breaking up the company.

The business-news audience is lucrative but finite. The pie will never get much bigger, so you will be playing a largely zero-sum game with an opponent that will not likely retreat from the category. So assume that the only way to prevent Murdoch from spoiling the business over the years is to sell it to him and that the best long-term returns will come from divesting.

Your objective is to sell it to Murdoch from a complete position of strength. Because it will be worth more to him than it will ever be worth to you, you should be able to extract a remarkable return for your shareholders-if you make sure that FBN fails and that CNBC is his only real alternative.

Thus, you cannot allow FBN to ever reach real profitability. So you must widen three gaps: reach, CPMs, and content. You must expand the number of homes you reach to more than 100 million, and you must keep theirs below 35 million so that national advertising remains dodgy for them. You must widen the current CPM gap, making sure FBN's ad rates look much more like those of Fox News than CNBC. And you must ensure that they lose their best talent if they try to maintain their current cost structure.

Murdoch will show patience, but he is also unlikely to tolerate another permanent nonprofit like the New York Post. Ailes offered a revealing clue when he told reporters that if CNBC did not kill FBN early, then the new network would ultimately grind its way to victory. He's likely right, so you must strike hard now.

2.Make Ailes' FBN strategy clear throughout CNBC. Roger doesn't care about Rupert's global strategy. He simply wants to win in executing the task that's been forced on him. He's pursuing a classically Ailesian strategy for winning, and your guys should know it better than the FBN guys do. There's really only one way to succeed against it. You must ...

3. Play brutal offense. Ailes dreams of being Stonewall Jackson, whose success came from outrageous personal conviction and the ability to frighten away superior forces with bold flashes of false strength. In reality, Jackson would not have succeeded without McClellan's hesitations. Thus, you must not seek to repel FBN but instead bury it. Hoffman has shown great instincts for preemption so far, but the strategy must get sharper and even more aggressive.

• Fortify your core. Your audience is the hardcore business crowd, and you must stay highly focused on Wall Street. Emphasize to your viewers that you refuse to dumb down your coverage, making it clear that the pros watch CNBC. Push FBN toward Main Street and watch them cannibalize more share from Fox News than they take from CNBC. Elevate the personal drama of the big stories and make sure every ouster or C.E.O. appointment plays like great theater.

• Deny differentiation. Quickly and unapologetically copy any programming tactic that works for them. Each time you do, Hoffman should publicly thank them for test-marketing a concept that CNBC has improved.

• Rat-pack 'em. Marketing orthodoxy says the leader should never explicitly engage the challenger, which only feeds the binary dynamic you want to avoid. But you cannot afford to allow FBN to define themselves uncontested.

Nationally, you must explicitly market against them, depicting FBN as part of a group of weak followers and lumping it in with Bloomberg as another distant pretender. Run a tagline like this every four minutes: "One business channel is boring. The other is silly. There is no substitute for CNBC ... America's No. 1 in business."

In the critical New York City market, you must also take advantage of the fact that they chose to stack Fox News and Fox Business right next to each other. Use local ad buys there to point out to viewers that what they get on channel 43 looks an awful lot like what they get on channel 42-and neither looks like the real business news on CNBC.

• Poach. Don't just protect your stars; go after two or three of theirs. Zucker and Hoffman will know which ones within the next six weeks.

• Leak and tag. Their early numbers will be dismal, so expect big changes. When Roger calls one of his audibles, make sure it leaks and then hammer it as the latest sign of their impending disaster. When Alexis Glick comes back, hold a parade.

Fortunately, neither Rupert nor Roger have played much defense, and they will probably find it disorienting. That makes it even more crucial that you are sure to ...

4.Be G.E. It's News Corp.'s strategy to always seek to leverage its own image in order to sow fear and dread, creating a debilitating sense among opponents that its victory is inevitable. They were hoping Hoffman would do the same as previous competitors-first ignore, then panic, and then assume defeat. He has not done this. News Corp. has fought before with those with bigger resources, but it has never been punched in the mouth by somebody with harder knuckles and Six-Sigma-engineered cojones.

Make this fight a point of G.E. pride. You are a $414 billion company that specializes in leveraging scale. You are fully aware that there are moments when you must overinvest in the short-term to knock down a new competitive entry in order to preserve your long-term economics. As you do with every other G.E. business, bring the full force of G.E.'s firepower to bear in every dimension of the competition. Employ the biggest, meanest army of lawyers you can to preserve the Wall Street Journal agreement. Identify which of your talent you want to make untouchable and which of theirs you must convert, and spend accordingly. Do it tastefully, but make sure your peers know that you personally appreciate it when they appear on CNBC.

5. Sell at the high. And do not take your foot off their forehead until the deal closes. Rupert is much more of a pragmatist than a pugilist. He'll happily write Zucker a check, and both sides can declare victory. Roger, on the other hand, will keep coming back at you, so you must strike the deal when you think you have driven them to their lowest.

6.Keep your own shoes clean. Let CNBC  president Hoffman and Zucker handle the fighting words. Externally, you should play down the battle and speak warmly of the Hulu online alliance. When asked about FBN, smile that smile of yours and say, "We're fairly competitive people, and we'll do what it takes to keep CNBC No. 1." Internally, never miss a chance to remind your colleagues that G.E. fights to win and that every employee-no matter what their job-should consider it their personal duty to do whatever they can to help CNBC win.

Now, those close to you know how competitive you really are. But for everybody else, that old story of the Shoney's scuffle with the G.M. guy needs to be replaced with something more current. FBN could not have given you a better opportunity.