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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. 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.
List of contents
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 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).
Report
"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
