It would be great to be a fly on the wall when the editorial board of the New York Times sits down to wrestle with the news that Morgan Stanley is calling for an end to the system that protects the Ochs-Sulzberger family’s control of the newspaper. Morgan Stanley holds about 5.4% of the publicly traded stock in New York Times Company and announced this week that it withheld its votes for four directors at the Times’s annual meeting to protest corporate governance. Morgan Stanley objects to a voting system under which heirs of the family that has owned the Times since 1896 wield “supervotes” in board elections under the company’s two-class stock offering.

Of the 13 directors on the Times’s board, only four are elected by holders of the 144,342,006 publicly traded Class A shares, meaning members of the ordinary investing public who took a risk on the company. The remaining nine members are elected by holders of only 834,242 untraded Class B shares, 88.6% of which are owned by a trust controlled by members of the Sulzberger family. That trust, incidentally, also owns about 5% of the outstanding Class A shares, augmenting its power within the company still further.

That type of arrangement in itself is not that unusual – indeed, versions of it are in place at two of the other newspaper companies that, along with the Times, have produced the greatest journalism in the past generation. Both Dow Jones & Company, parent to the Wall Street Journal, Barron’s, and Market-Watch, and the Washington Post Company, which also owns, among other things, Newsweek, maintain shareholding structures that preserve the control of the Bancroft and Graham families, respectively, over the corporations. They have helped demonstrate that family ownership is one of the foundations of a free and bold press.

There are differences, however. Dow Jones has issued 63,003,074 common shares that cast one vote apiece and retain exclusive right as a class to elect seven of 16 board members. The 20,211,166 Class B shares, primarily held by the Bancrofts, cast 10 votes a share, effectively allowing the family to control the nine board seats elected by common and Class B shareholders together. The 1,722,250 Class A shares in the Washington Post owned by the Graham family elect six of nine board members, while holders of the 7,879,981 traded Class B shares elect the remaining three; Class A and Class B shares each get one vote in other matters that come before the annual meeting.

The proportions speak volumes. At the Times, privileged Class B shares constitute just 0.0057% of all outstanding shares, yet elect about 70% of the board. In contrast, the 24% of Dow Jones shares that fall in Class B effectively elect only 56% of the board. At the Washington Post,18% of the outstanding shares elect 67% of the board. At both Dow Jones and the Post, supervoters have substantial financial stakes in the overall company and control less of the board than is the case at the Times. Nor is the election itself the only way the Sulzbergers exercise unusual influence over their company.

For example, all three members of the board’s compensation committee owe their jobs to the supervoting Class B shareholders, having been elected on the Class B slate at the annual meeting. In contrast, at the Washington Post, one of the three current members of the compensation committee was elected by holders of the publicly traded stock. Dow Jones has admitted the public holders even further into compensation decisions. On its five-member compensation committee, only one member was elected by the supervoters; the rest, including the committee’s chairman, have been elected on the slate controlled exclusively by holders of the publicly traded stock.

The New York Times editorial board has painted itself into a bit of a corner on this one. On December 23, 2002, the Times published an editorial lambasting “corrupting boardroom cronyism” on compensation committees. The editorial decried the lack of “independence” of the membership of compensation committees, and noted that at 420 of 2,000 companies, the chief executive’s pay was determined by a committee one member of which was a relative or employee of the company. “It is troubling that more companies are not strengthening the independence of their C.E.O. paymasters,” the Times wrote then.

At the end of the day, Morgan Stanley’s gesture is unlikely to amount to much. They’ve done about what the law, or logic, allows disgruntled Class A holders to do, save sell their shares. Class A owners knew the rules of the game when they bought the stock. No one is suggesting any wrongdoing by the Sulzbergers, who, if one takes the long view (as we tend to), have built an institution that has inspired even those of us who disagree with its politics. Perhaps Morgan Stanley’s revolt will at least get the Times editors to alight from their high horse on the matter of governance at other big corporations with visionary founders.