It’s a bit curious to see the activist investor ValueAct Capital targeting The New York Times Company, after building a sizable 6.7 percent stake in America’s most venerable media company. The goal of any activist, after all, is to amass a meaningful stake in a public company in order to leverage that ownership into getting management and the board of directors to do the things you want them to do. Once caricatured as corporate raiders (and not always inaccurately), these shareholders often provide a necessary cleansing of the toxins that often build up in a corporate ecosystem. 

But the Times has proved famously immune to outside influence. The Ochs–Sulzberger family, which has owned the paper for more than a century, created the template for ironclad control. The family owns only 3.4 percent of the company’s Class A shares, but nearly 95 percent of its Class B shares, allowing them to appoint 70 percent of the New York Times Company board of directors. (The largest Class A shareholders are Vanguard, with 9.5 percent, and BlackRock, with 8.3 percent.) It’s the same sort of stock structure that allows Shari Redstone to control Paramount Global or Mark Zuckerberg to control Meta. I’m not a huge fan of dual class stock structure for this very reason; it’s not good governance and fails to align economics and control. But it has proliferated in recent years and, to a large degree, we have the Sulzbergers to thank for that.