New York Times Won't Go Way of Dow Jones

At Dow Jones, the board is more independent of the Bancrofts, and its directors declined to even consider Murdoch's offer until the family expressed a majority of support for exploring it. So, the board was silent, leaving Zannino muzzled.

At Times, the Sulzberger family controls the board through a single trust that is required to vote unanimously, so the divisions that emerged within the Bancroft clan could not occur at New York Times. Furthermore, the Sulzbergers are more actively engaged in the Times' management, principally through Arthur Sulzberger, Jr. -- the company's chairman and the publisher of its flagship newspaper. The Bancrofts play no part in Dow Jones' operations.

"The Sulzbergers are a more cohesive group that is closer to the company and more solidly opposed to relinquishing control," says Davidoff. "Through their arrangement, Arthur Sulzberger has effective control. If he doesn't want to sell, he doesn't have to sell."

At New York Times' annual shareholders' meeting, roughly 42% of the company's Class A voting shareholders -- the public investors -- withheld support from the Times' four Class A directors. That marked an increase from the 30% that voted to withhold support last year.

The results amount to a rebuke to Times from its institutional shareholder base. But the Class B shareholders -- dominated by the Sulzbergers -- were unanimous in support for the company's nine Class B directors, rendering Wall Street's revolt against the company's corporate structure as little more than a symbolic gesture at this point.