The writer doesn't much care for dual-class/super-voting shares. He's not alone.
From Richard Pollock's The World in Crisis substack, May 19:
How a Family Trust Insulates The Times From Public Accountability
A great deal already has been written about the dishonest Nicholas Kristof New York Times column which alleges Israeli atrocities against Palestinian prisoners.
But behind this latest case of deceitful Times coverage
is the fact that from its inception, the ownership of the company has
been controlled by a family trust, deliberately designed to be insulated
from any public accountability.
The dirty little secret is that the “New York Times Company” has two classes of stock: Class A and Class B.
Class B was created in the 19th
century by founder Adolph Ochs-Sulzberger. Class B shares are solely
controlled by an iron-clad family trust. This structure was
intentionally designed to protect the Ochs-Sulzberger family power as it
published the paper as it saw fit, and eliminated any potential
interference from its public stockholders, known as Class A.
If you go to AI, it observes, “The Ochs-Sulzberger trust is a powerful
family trust that controls the majority of the Class B voting stock of
The New York Times Company. Established to maintain independent,
family-led stewardship, it effectively prevents hostile takeovers and
keeps editorial and corporate control in the hands of the descendants of
Adolph S. Ochs.”
AI adds, “It ensures that power and financial stakes are passed down to the succeeding generations of the Ochs-Sulzberger clan.”
Presently, 70% of the Times board is chosen by the family. Thirty percent of the board is decided by stockholders.
The
author Susan E. Tifft and Alex S. Jones exposed this primitive form of
family control in their scathing,1999 book on the Sulzberger empire
titled, The Trust: The Private and Powerful Family Behind the New York Times.
They wrote, “The New York Times
is uniquely insulated when it comes to its own newsroom. This structure
was intentionally designed by the founding Ochs-Sulzberger family to
protect the newsroom from corporate takeovers or activist investors.”
Tifft and Jones were given full access to the Sulzberger family and to the Times archives.
They describe many of the Times’ most fatal reporting errors.
According to Christopher Ogden in a New York Times book review
of the Tifft-Jones book, during World War I the paper demurred on
unconditional German surrender. “Ochs’ failure to press editorially for
an unconditional German surrender…prompted criticism that the paper was
treasonous.”
Later, during World War II, the Times continually downplayed the consequences of the Holocaust on the Jews. And when the Times.published
a front-page story on the liberation of the Nazi concentration camp of
Dachau, it never mentioned the word Jew, according to Tifft-Jones.
Adolph Ochs, the founder, ”toiled to ensure that The Times never earned the moniker ‘too Jewish,’ according to Anna Baldwin in a review of the Tifft-Jones book.
“Ochs assiduously declined to promote Jewish editors,” according to Baldwin.
After
Adolph, Arthur Hays Sulzberger led the paper from 1935 to 1961. He was a
reform Jew. Sulzberger was an enthusiastic supporter of the American Council for Judaism, founded in June 1942 to oppose Zionism. It was Hays who ignored the Holocaust and the plight of the Jews.
In a 2001 article for the Times, former Executive Editor Max Frankel wrote
that Arthur Hays Sulzberger downplayed the Holocaust. The editorial
page “was cool to all measures that might have singled [Jews] out for
rescue or even special attention.”
Here is the line of descendants:
Arthur
Gregg (A.G) Sulzberger is the current Chairman of the New York Times
Company. He is the fifth-generation descendant of the Ochs-Sulzberger
clan to serve as chairman.
Arthur Ochs Sulzberger, Jr.,
(known as Punch, Jr.), A.G.’s father, was publisher of the company from
1992 to 2017. He was chairman from 1997 to 2020. He currently is
Chairman Emeritus. Punch, Jr. reportedly was raised in his mother’s
Episcopalian faith and later stopped practicing religion, according to the Times of Israel.
Punch, Jr.’s grandfather, Arthur Ochs Sulzberger, Sr. (known as “Punch, Sr.) was publisher of the Times
from 1963 to 1992. When Punch Sr. stepped aside as chairman, he was
“ceding the crown of the multibillion-dollar public company to his son,
Arthur Sulzberger Jr., in an exercise of divine right that Arthur of
Camelot would have appreciated,” according to Christopher Ogden in his review of the Tifft-Jones book for the New York Times.
Gabriel Sherman, wrote in New York Magazine as the 2015 succession fight emerged among three family members. He then counted six family members in top positions at the Times: “A total of six fifth-generation cousins currently hold positions at the Times.”....
....MUCH MORE
We've looked at the issue from a few different angles.
In 2011 "Mispricing of Dual-Class Shares: Profit Opportunities, Arbitrage, and Trading".
In the 20-teens we saw "Zeitgeist: "Zuckerberg’s control over Facebook ‘akin to a dictatorship,’ says California pension fund" (FB)".
And "Why Uber Won’t Fire Its CEO"
In 2009 it was "The Berkshire Hathaway Arbitrage (BRK.A: BRK.B)"
A good overview was "Perpetual Dual-Class Stock: The Case Against Corporate Royalty" The author is a commissioner on the SEC and a recovering academic.
(enough footnotes to make Matt Levine envious)
Another: "
The Untenable Case for Perpetual Dual-Class Stock"
From The Harvard Law School Forum on Corporate Governance and Financial Regulation:
So it goes.
(no word on Vonnegut's thinking re: super-voting shares)
And nota bene: if you think you've found an arbitrage rather than a pair trade, check whether "A" is good delivery for "B" and vice-versa, if you prefer your vice-versa.
Our out-the-door flashback from 2017:
Zuckerberg says he has no plans to run for president: report (FB)
Mr. Zuckerberg still has to resolve the shareholder lawsuit on his "Ya got it, ya sell it, ya still got it"* controlling shareholder plan, now, after discovery, with more Andreessen.
Then he's going on his 50-state "meeting people in small towns-2017 tour".
Then he has to talk with President Obama's campaign wizard David Plouffe
about whether David is happy in his brand-new perch at the
Chan-Zuckerberg Initiative.
Then he...
Hell who knows, 2020 seems a long way off and right around the corner at the same time....
*I think the "...Got it,
sell it, still got it" formulation is the punchline to "Why do Goldman
bond salesmen envy hookers" or something, now used as voting control
strategy in the Valley, see for example GOOG-GOOGL-GOOGLIEST (class B for Larry and Sergei with 10x votes).
