Florida’s State Board of Administration (SBA) asked a New York court to compel The New York Times Company to provide corporate records showing how its board oversees compliance with the company’s editorial standards, according to a petition announced on Wednesday by Attorney General James Uthmeier.
The SBA, acting on behalf of the Florida Retirement System Trust Fund, filed the petition in New York County Supreme Court alongside the National Center for Public Policy Research, another Times shareholder. The proceeding seeks no damages and does not assert claims against individual directors.
Instead, the petition asks the court to enforce what the SBA says are its shareholder inspection rights under New York Business Corporation Law, state common law and civil procedure rules. The Florida Retirement System Trust Fund holds 161,375 shares of New York Times Class A stock, according to the filing.
The SBA argues that the Times has told investors that its brand and reputation are important corporate assets and that perceptions of unreliable or biased journalism could hurt subscriptions, advertising and other aspects of its business.
Based on that financial interest, the petition seeks records showing whether the Times board maintains mechanisms for overseeing editorial standards, source verification, corrections procedures and related reputational risks.
“Florida’s more than 1.2 million public retirees are shareholders of The New York Times,” said Attorney General Uthmeier. “The Company itself tells investors that a perception of unreliable or biased journalism is a material risk to its most valuable asset. We asked a straightforward question: does the Board oversee compliance with the Company’s own published standards? The Company refused to produce a single page.”
The SBA initially submitted an inspection demand in August. After the Times rejected it, the SBA narrowed its request to board-level materials, including committee charters, agendas, reporting structures and records showing whether editorial compliance issues reach directors. According to the petition, Times counsel said during a Sept. 1 conference that the company would not produce documents responsive to the narrowed request.
The narrowed request excludes reporters’ notes, unpublished drafts, source identities, editorial deliberations and attorney work product.
The filing cites several instances in which the Times corrected or amended published work. It also cites academic studies, a recent defamation verdict and allegations from an unnamed Times employee to support its request for further inspection. Those assertions are allegations advanced by the petitioners and have not been established by the court.
The petition says the shareholders are not asking the judge to review or override editorial decisions, but instead to determine whether they are entitled to inspect corporate records concerning board oversight.
“The Florida Retirement System is a basic, core need for every State of Florida employee,” said South Florida Police Benevolent Association President Steadman Stahl. “Thanks to the bold leadership of Attorney General Uthmeier, Florida’s public servants can rest assured that the FRS will remain sound and fiscally responsible.”
