The Activist Director

Lessons from the Boardroom and the Future of the Corporation

Ira M. Millstein

Columbia University Press

The Activist Director

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Pub Date: December 2016

ISBN: 9780231181341

240 Pages

Format: Hardcover

List Price: $27.95£23.95

Pub Date: December 2016

ISBN: 9780231543569

240 Pages

Format: E-book

List Price: $26.99£23.00

The Activist Director

Lessons from the Boardroom and the Future of the Corporation

Ira M. Millstein

Columbia University Press

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.

Far too many corporate directors have failed to honor their responsibility to manage the corporations they serve for the benefit of the firm's shareholders. In this powerful and articulate book, attorney and board consultant Ira M. Millstein aims to drive a stake into director passivity, and create a new model for the activist director. It is a grand and important vision.

John C. Bogle, founder and former CEO, The Vanguard Group

For more than half a century, Ira Millstein has been a leading authority on corporate governance. His new book, The Activist Director, provides a probing analysis of corporate governance, an inside the boardroom view, and is sure to serve as an essential guide to directors in today's transforming environment.

Joseph Perella, cofounder and chairman, Perella Weinberg Partners

No one has more experience with corporate boards, and insights into what makes them work, than Ira Millstein. The Activist Director reveals the good, the bad, and the ugly from some of the biggest management failures—and successes—in recent history.

Michael Bloomberg, founder of Bloomberg LP and former mayor of New York City

The Activist Director is a must-read. By examining real-world examples based on his firsthand experience counseling boards, Ira Millstein offers unique and imaginative solutions to the problems corporations face in today's rapidly changing global marketplace.

Richard Parsons, former chairman and CEO, Time Warner, Inc.

For more than six decades, Ira Millstein has had an important seat in the boardrooms at some of our world's most iconic corporations. The Activist Director is a fascinating and must-read book for anyone associated with a for-profit or not-for-profit board.

Sanford I. Weill, chairman emeritus, Citigroup

Millstein offers pragmatic suggestions for recruiting activist directors to the boardroom to secure the future of the corporation.

Value Walk
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

About the Author

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).