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Boardroom Braveheart

A different kind of activist investor is taking on the New York Times Co. Can he kill the Sulzberger family with kindness, or will it take more?
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Last Trade:Change:
Primary executive:
Janet L. Robinson,
Summary:
A diversified media company that currently includes newspapers, Internet businesses, a radio station, investments in paper … View More
Janet L. Robinson
Industry:
Media and Publishing
Biography:
Janet L. Robinson, President and Chief Executive Officer (since 2005); Executive Vice President and Chief Operating Officer … View More
Arthur Sulzberger, Jr.
Industry:
Media and Publishing
Biography:
Arthur Sulzberger, Jr., Chairman of the Company (from 1997) and Publisher, The New York Times (from 1992); Deputy Publisher … View More
Scott Galloway
Biography:
Scott Galloway, Founder and Chief Investment Officer, Firebrand Partners LLC (an operational activist investment firm) from … View More

"Get your shit together," Scott Galloway reprimanded the second-year M.B.A. students in his brand-strategy class at N.Y.U.'s Stern School of Business on Wednesday. "If you just skim the case I assign you, it hurts my feelings."

It was only the second class of the semester, but the professor was already living up to his reputation. "He's a jackass," one student had heard before signing up for the class anyway. "He's not afraid to call you out if he thinks you don't know what you're talking about. But it works."

That kind of authority may work well with a bunch of grad students, but it's not likely to warm the heart of Arthur O. Sulzberger Jr., chairman of the New York Times Co.

Galloway, 43, is joining forces with the hedge fund Harbinger Capital in order to force change on the New York Times Co. That means forcing change on the Sulzberger family, which controls the company, and Arthur, who represents the family. Harbinger and Firebrand Partners, which is Galloway's fund, disclosed a 4.9 percent ownership stake in the company earlier this week.

According to a letter from Galloway to Sulzberger and New York Times chief executive Janet Robinson, the funds want the company to focus on its core assets and expand its digital presence in order to create shareholder value. They plan to nominate four new board members, including Galloway, at the company's April 22 shareholder meeting.

Others have tried and failed before him, but Galloway's letter seems to have given disgruntled New York Times shareholders renewed hope. Its stock rose more than 13 percent this week. However, it's still down 65 percent from five years ago.

The funds insist they don't want the company to change its dual-class shareholder structure, which gives the Sulzberger family controlling voting power. The last investor to challenge that, Hassan Elmasry of Morgan Stanley, failed last year before divesting his stake at a loss.

Instead, the funds appear to be going for a kinder, gentler approach to activist investing. They want to "serve as an honest broker" between the company, shareholders, and any "opportunities presented for shareholder appreciation."

The letter was long on activist rhetoric and short on details. Galloway declined to comment on the specifics of the funds' intentions.

Galloway's record in shareholder activism doesn't tell us much, either. He sort of stumbled into it after he was kicked off the board of directors of the e-commerce company he founded, Red Envelope, in 2004.

He bought enough stock in the company to wage a fight to regain his board seat, which he did in 2006. Galloway remains on the board today, but it's not clear that his presence has done much for shareholders. The stock has fallen from $10.25 in June of 2006 when he rejoined to just $3.61 today.

While he was battling the board at Red Envelope, Galloway became a nonmanaging member of a fund called Integrity Brands that took a stake in United Retail in September of 2004. The fund never won seats for its board nominees, including Galloway, but the investment was certainly profitable. It sold a portion of its holdings a year later after shares had tripled.

A very brief investment in the Sharper Image by Galloway with Gracie Capital in 2006 was profitable in the short term, but unproductive for investors even in the medium term. The funds were in and out of the stock in just two months, and no demands were made.

Also in 2006, Galloway joined the board of Harvey Electronics at the behest of a group of investors providing the company with a $4 million capital infusion. The stock was at $3.64 then, and it's at $0.05 now. Harvey Electronics filed for bankruptcy in December.

Galloway first partnered with Harbinger in 2006, when they jointly invested in Gateway Computer; it, too, delivered mixed results. The funds disclosed a 10 percent stake in the firm in August that year, and they were successful in winning a board seat for Galloway that December, when the stock traded for $1.86. Last August, less than a year after the funds targeted it, Acer bought Gateway for $1.90 per share.

Galloway's approach is unusual, in that he teams up with a capital investor such as Harbinger; they provide the financial muscle while he does the tire-kicking, letter-writing, and shareholder-swaying. He gets about 10 percent of the profits from the deal, in addition to the board seat if it's successful.

The structure means he can have all the fun of activist investing but minimal financial risk.

But even if his money isn't always on the line, Galloway's reputation is. And taking on the New York Times is his most public venture yet.

For years, shareholders have been frustrated by the fact that the New York Times holds itself out as a pillar of journalistic ethics, while its owners have flatly refused to play by the handbook of what's considered good corporate governance. Attempts to get them to change their ways have resulted in mere blips of embarrassment for the company.

Meanwhile, as the newspaper industry overall languishes, it seems that everyone has something to say about how the New York Times Co. runs its business. And for good reason: Shareholders were dealt yet another blow from the company this morning. Revenue during the fourth quarter fell 7 percent from the prior year, and earnings per share of 44 cents missed analysts' expectations by four cents.

Plenty of critics argue that the company should take significant steps to address falling shareholder value, perhaps by divesting noncore holdings like About.com and its stake in the Boston Red Sox. Former Wall Street Journal editor Paul Steiger recently suggested that the company should merge with Bloomberg to better compete against Rupert Murdoch-owned Dow Jones.

According to one person familiar with the funds, the Sulzbergers have responded to this week's letter from Galloway and a "preliminary and cordial dialogue" between the two parties has begun.

It appears that Galloway's "kill him with kindness" routine has gotten off to a good start. But with Sulzberger's long history of stubborn refusal, there's no telling how long before that "jackass" in Galloway comes out.


 



 

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