Directors & Boards articles from September 1998

Directors & Boards archives from September 1998

A rifle shot.(search for good corporate director)
September 22, 1998... Getting good directors is not easy. Everyone wants CEOs of major companies; however, these executives are usually all "boarded up." Next in line are the direct reports to CEOs, heads of smaller companies, and retired chief executives. They...

Is there no decency?(role of corporate board in restoring decency in management)(Editorial)
September 22, 1998... As a youngster in the 1950s, I got an early exposure to courage in the face of reckless overreaching by watching tapes of the Army-McCarthy hearings. What an electrifying moment it was when the Army's counsellor, the courtly Boston lawyer...

Serving two masters: out of the AlliedSignal-AMP battle may come an important decision on director conflicts.(hostile takeover bid of AlliedSignal for AMP)
September 22, 1998... The hostile takeover and corporate governance worlds intersect. The AlliedSignal (ALD) bid for AMP is a superb example. (Note: I may or may not own AMP shares at publication date.) ALD coupled its early August $44.50 hostile tender with a...

Aim high for your dream candidate.(for corporate director)
September 22, 1998... Don't let a fear of rejection thwart your board's efforts to improve itself Search firms on occasion are asked to recommend candidates for not merely one vacancy but several at the same time - even entire slates. Such needs arise through...

Welcome news on the environmental front: the Supreme Court has clarified a parent company's liability for its subsidiaries' activities.(ruling on United States v Bestfoods)
September 22, 1998... It is a familiar scenario: Your company is sued for cleanup costs because of contamination, allegedly caused by a subsidiary s facility. You cannot believe that a court would actually hold your company responsible for cleanup costs - after all,...

Will your D&O coverage be there when you need it?(directors' and officers' liability insurance)
September 22, 1998... Don't let employment practices claims deplete the protection offered by your D&O policy. Prospective outside directors typically refuse to join boards unless they will be covered by directors' and officers' (D&O) liability insurance....

The Art of M&A Integration.(Review)
September 22, 1998... by Alexandra Reed Lajoux Published by McGraw-Hill, New York, 439 pages, $49.95 REVIEWED BY JAMES M. NEEDHAM As I read Alexandra Reed Lajoux's book, I could not help but think of how wise was the selection of the word "Art" in the...

Nonprofit Board Answer Book.(Review)
September 22, 1998... by Robert C. Andringa and Ted W. Engstrom Published by the National Center for Nonprofit Boards, Washington, D.C., 197 pages, $29.95 REVIEWED BY ARNOLD BROWN When, as a child, I put more food on my plate than I could eat, my...

The lion in winter: Joe Flom at 75.(includes related article on Flom's views on mergers and acquisitions in the 1980s)(interview with senior partner of top law firm Skadden, Arps, Slate, Meagher & Flom)
September 22, 1998... As the preeminent legal player in the postwar takeover world, Joseph Flom helped shape the face of American business. Ask seasoned takeover players to fill in this blank: Mr. Television is to Milton Berle as Mr. Takeover Lawyer is to...

The Chevron way to a strong board.
September 22, 1998... Developing a basic governance structure is merely the start. Building a relationship of trust between directors and the management team is what is instrumental in generating superior value from your board. Given the amount of money that's...

How a new CEO reshapes governance.
September 22, 1998... 'I felt that by eliminating every possible governance issue, I could refocus the market's attention on our ability to create value for our shareholders.' Nothing so needs reforming as other people's habits. - Pudd'nhead Wilson, Mark...

Case study of a CEO 'thinking quantum.'.(includes related article on EVA)(SPX Corp's use of economic value added)
September 22, 1998... How SPX Corp. used EVA and stretch goals to turn a sputtering jalopy into a Formula One winner. Nearly every company adopting EVA, an acronym for economic value added [see descriptive sidebar on page 38], quickly finds that years (or even...

Presenting the board in an annual report: a powerful depiction of the board of directors can speak volumes about the company's stewardship, prospects, and goals.
September 22, 1998... The board of directors listing in the 1996 MetLife annual report is accompanied by an impressive portrait of 16 spirited men and women grouped across the bottom of two pages. In this photo, board members look as if they are taking a break from...

Having trouble recruiting directors? Don't despair.(includes related article on director compensation)(corporate directors)
September 22, 1998... To improve your chances of getting top-notch directors, you may want to consider some of the following suggestions, related chiefly to streamlining your board and making the board process more efficient. If it seems increasingly difficult...

Directors roster.(new corporate directors appointed between July and September 1998)
September 22, 1998... In affiliation with Spencer Stuart - a quarterly record of new director appointments Does it make sense to limit the number of boards on which a director may serve? While proponents of this practice assert claims of its legitimacy, several...

Masayoshi Son.(Japanese businessman's membership in US corporate boards)
September 22, 1998... A board seat at E*Trade Group is a new piece in this globally renowned entrepreneur's master plan. When Masayoshi Son, then in his mid-20s, founded Tokyo-based Softbank Corp. in 1981, he called a meeting with his only two employees....

John R. Walter.(former AT&T CEO's membership in several corporate boards)
September 22, 1998... One year after AT&T, Prime Capital's new board member discusses directorships, business trends, and definitions of success. When AT&T announced that it had selected John Walter, chairman and CEO of R.R. Donnelley & Sons, as the successor to...

Patty Stonesifer.(Gates Library Foundation chairman is newest corporate director of Alaska Air)
September 22, 1998... This Microsoft veteran and now a top leader in the nonprofit realm will be flying Alaska Air as its newest director. In 1996, when Patty Stonesifer announced that she would be leaving her senior management position at Microsoft Corp.,...

Terry Savage.(television personality is Pennzoil's first female corporate director)
September 22, 1998... An Emmy award-winning television personality and best-selling author joins Pennzoil's board. In all probability, Terry Savage, a nationally recognized personal finance authority, may be the only female television personality serving on the...

A pivotal confrontation: there was no predicting what the board might decide about the company's future.(ouster of CBS CEO Thomas Wyman by corporate board)
September 22, 1998... Arthur Liman, during nearly half a century of practicing law, represented an awesome array of high-powered clients - businessmen such as Steve Ross, Felix Rohatyn, Carl Icahn, Michael Milken, and Charles Bludhorn, as well as mayors, governors,...