PHILADELPHIA — Brian Roberts was a toddler in 1963 when his father, Ralph, started in the cable business.

        Almost 40 years later, the Roberts family, with Brian steering Comcast Corp., is set to become a giant of the industry with a planned $45 billion takeover of AT&T's cable division, creating a company with 22.3 million cable subscribers in 41 states.

        Through hard work, good luck and good fortune, “we were able to build it (Comcast) up to a point where they (AT&T) would even talk to us,” Ralph Roberts said during a teleconference. “This opportunity for me personally ... wouldn't be possible or even imaginable if it wasn't for my father,” Mr. Roberts said.

        The two companies will share power at the new company, called AT&T Comcast Corp., raising questions about control.

        The Robertses will have a 1 percent equity stake in the combined company. But they will control one-third of the voting stock.

        AT&T's shareholders will have the other two-thirds of the company's voting stock.

        Comcast will pick five members of the board and AT&T will pick five, while two others will be jointly selected.

        But there is no question over who is calling the shots at Comcast. It is the son.

        “Brian has shown tremendous leadership,” said analyst Robert J. Martin of Arlington, Va.-based Friedman, Billings, Ramsey.

        Under Mr. Roberts leadership, the well-managed business has grown tenfold into a Fortune 500 company with 35,000 employees.

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