The corporate veil of The New York Times.
Every dual-class company makes the same argument: we need permanent control to protect the mission from short-term shareholders. It is not a crazy argument. It is also always made with other people’s money. The New York Times is the cleanest specimen anywhere — the Sulzberger family holds about 11% of the company’s economic value and elects 70% of its board, through a second class of shares locked in a family trust. This dossier takes that machine apart, then measures every other major newsroom against it.
The New York Times Company issues Class A shares — the ones that trade on the NYSE under ticker NYT, owned by the public and index funds — and Class B shares, almost all held by the Sulzberger family trust and never publicly traded. They earn the same dividend per share. What differs is power: Class A holders elect roughly 30% of the board; Class B holders elect the other ~70%.
This is the heart of the misconception. The family's economic stake — its share of all the company's value — is in the low double digits at most. Its voting control, via the supervoting Class B block, is the 70% figure people repeat. Conflating the two turns a small owner into a phantom majority owner.
Why build it this way? The dual-class structure lets the family raise public capital and reward outside shareholders while keeping editorial and strategic control immune to takeover — the exact fate that befell Gannett, McClatchy, and Tribune when financial owners took the wheel.
The control lever is a single legal instrument. Nearly all Class B shares sit in a family trust whose purpose, written into its terms, is to keep The Times independent and under family stewardship. It runs on eight trustees — four appointed by the trustees, four elected by the family beneficiaries — who are expressly directed to retain the Class B stock and vote against any merger or sale unless they judge the paper's independence better served otherwise. They can't simply cash out: selling means converting Class B into ordinary Class A, which strips the supervoting rights and dissolves the control it exists to protect.
The conversion trap. Class B only holds power as Class B. The moment a share leaves the family and converts to Class A, it becomes just another public share — one vote, no board supermajority. The structure is self-enforcing: to spend the control, you must destroy it.
The 1997 trust has no opinion about any particular story. Supervoting shares cannot kill a piece, promote a project, or settle an argument on the op-ed page — that is not what the instrument does. What it does is quieter and harder to reach: it fixes who holds the final word, and puts that person past the shareholders’ reach. Every editorial crisis at The Times for sixty years has ended the same way. Someone was held accountable. It was never a Sulzberger.
You cannot have one without the other. The same unremovability that let Punch Sulzberger publish the Pentagon Papers against his lawyers’ advice is what let Arthur Jr. shield Judith Miller through the collapse of the paper’s Iraq WMD reporting. A publisher who cannot be fired is free to be brave, and free to be catastrophically wrong. The structure does not know the difference — and neither does the trust that guarantees it.
| Year | Episode | Who decided | Who left | Who stayed |
|---|
The specimen differs; the anatomy does not. At Meta, outside shareholders have voted by large majorities to strip Mark Zuckerberg of the chairmanship and retire the dual-class structure, and the votes changed nothing, because his shares outvote all of them combined. The Murdoch succession was settled in a Nevada probate court rather than a boardroom. In each case the argument is real, the vote is real, and the outcome was decided before anyone cast one.
The Times is one answer to a question every serious news organization faces: how do you fund journalism without letting the funders capture it? Four archetypes have emerged. The revealing axis isn't public-versus-private — it's whether economic ownership and control are separated or fused.
| Outlet | Controlling party | Structure | Economic own. | Voting control | Public? |
|---|
The two poles. Comcast is the purest separation — Brian Roberts owns under 0.3% of the company yet holds a third of the vote forever. Thomson Reuters is the purest fusion — the Thomson family simply owns ~69% outright. The New York Times sits deliberately near Comcast's end: minimal ownership, decisive control. What makes the NYT distinctive isn't the ratio — it's that the control is bound to a trust whose charter puts editorial independence above sale value, the same instinct that drives the Guardian's Scott Trust from the opposite direction: there, no one is allowed to own it for profit at all.
The control structure exists to carry the paper across generations. Five generations of one family have run The Times since 1896 — the longest continuous family stewardship of a major American newspaper.