Some of the worst corporate meltdowns over the past sixty years can be traced to passive directors who favored operational shortcuts over quality growth strategies. Thinking primarily about placating institutional investors, selective stockholders, proxy advisors, and corporate management, these inattentive and deferential board members have relied on short-term share price increases to sustain their companies long term. Driven by a desire for prosperity, not posterity, these actions can doom any company. In The Activist Director, attorney Ira M. Millstein looks back at fifty years of counseling companies, nonprofits, and governments to actively govern their corporations and constituencies. From the threat of bankruptcy and the ConEd blackout of 1970s New York City, to the meltdown of Drexel Burnham Lambert in the late 1980s, to the turnaround of General Motors in the mid-1990s, Millstein takes readers into the boardrooms of several of the greatest catastrophes and success stories of America's best-known corporations.
His solution lies at the top: a new breed of activist directors who partner with management and reject short-term outlooks, plan a future based on growth and innovation, and take responsibility for corporate organization, strategy, and efficiency. What questions should we ask of potential board members and how do we know they'll be active? Millstein offers pragmatic suggestions for recruiting activist directors to the boardroom to secure the future of the corporation.
Ira M. Millstein is a senior partner in the international law firm of Weil, Gotshal & Manges LLP. He is an adjunct professor and founding chair of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and the author of several books, including The Recurrent Crisis in Corporate Governance (2003).
Introduction 1. A Mess That Can't Be Fixed? 2. The Board-Centric Imperative 3. Revolt in the Boardroom: The Story of General Motors 4. General Motors as Catalyst 5. Drexel: The Most Feared Firm on Wall Street 6. Dead Broke: New York City's 1970s Fiscal Crisis 7. Lights Out: The Con Ed Blackout 8. Shedding Light on Shadow Government 9. Planned Parenthood: A Corporate Governance Success Story Conclusion: In Search of the Activist Director Author's Note Acknowledgments