L’affaire Abramson shows what Henry Ford II and Arthur Sulzberger Jr. Have in Common

May 20, 2014, 1:53 PM UTC
attends the cocktail reception for the New York Times Cities for Tomorrow Conference on April 21, 2014 in New York City.
Neilson Barnard/Getty

FORTUNE — On July 13, 1978 Henry Ford II, the chairman of the Ford Motor Company, fired Lee Iacocca as Ford’s president. The public sacking became the most famous in U.S. corporate history because Iacocca indisputably was a star. Under his leadership, the automaker had just posted a $2 billion annual profit.

Last week’s surprise replacement of Jill Abramson as executive editor of the New York Times recalled Iacocca’s ouster in one key respect, though not because the newspaper is prospering. As a matter of fact, it’s struggling amid the digital revolution, like virtually all newspapers.

The New York Times (NYT) and Ford Motor (F) are controlled by the heirs of founding families via a little known feature of U.S. corporate law. Special voting rights for shares owned exclusively by the family were created to protect the companies from losing control, as in a hostile takeover.

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Under this system of stock ownership, Arthur Sulzberger Jr., the chief executive of The New York Times Company reigns as supreme despot, just as the late Henry Ford did in his day. Backed by the special class of stock, Sulzberger holds the legal authority to terminate any employee, for any reason, with scant worry that he’ll be second-guessed. In a typical corporation, the directors — who represent shareholders — would have oversight over the summary firing of a top executive.

The Fords and the Sulzbergers, under the dual stock system, don’t own a majority of their companies’ equity, but they do control a majority of the votes that elect directors and decide important disagreements among shareholders. In a military context, Napoleon famously said “God fights on the side with the best artillery.” For holders of supermajority shares, no additional weapons are necessary.

Iacocca mustn’t have fully appreciated the implications of dual-class stock ownership when, according to some accounts, he lobbied Ford directors to protect his job. Iacocca reportedly suggested to a few non-family directors he would make a better choice for chief executive than Henry Ford. Iacocca evidently forgot or overlooked that a majority of the board served at the pleasure of the Ford family. Ultimately, they couldn’t have overthrown Henry and the Ford family, even if they thought it was a good idea.

In the autobiographical account of his firing, Iacocca said Ford told him on his way out the door: “Sometimes you just don’t like somebody.”

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Whatever Abramson’s faults or shortcomings were as an executive, her principal weakness was failing to satisfy the only constituency that mattered at the New York Times, Arthur Sulzberger Jr. (Full disclosure, I formerly served as Detroit bureau chief of the New York Times and know Jill Abramson slightly since we served together on a non-profit board.)

According to some reports, tension between Sulzberger and Abramson may have stemmed from a dispute over pay equity, Abramson supposedly objecting to him that a male predecessor earned much more than she did. Sulzberger took the extraordinary step of publicly denying that pay had anything to do with her exit.

Henry Ford never spoke about Iacocca publicly. His famous advice regarding matters that might cause embarrassment due to their airing in the mass media was “Never complain, never explain.” That was his statement following a drunk-driving arrest in California.

Abramson might consider taking inspiration from Iacocca’s firing and write a book. The No. 1 best-selling non-fiction hardback in 1984 and 1985 helped make the second part of his automotive career at Chrysler more successful and renowned than his first. Unlike Iacocca, she won’t need a ghostwriter.

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