First ChapterTable of Contents

Someone once said that there is no limit to what you can accomplish, as long as you are willing to let someone else get the credit. While we do not claim credit for that insight, we are very much aware of all of the work done by others that served as the foundation for many of the ideas of this book. We were especially instructed by Jonathan Charkham, Sir Adrian Cadbury, Sir David Walker, Robert Clark, Alfred Conard, Peter Drucker, Melvin Eisenberg, Betty Krikorian, Adolf Berle and Gardiner Means, and James Willard Hurst. They are our inspiration.

We have also learned a great deal from our colleagues, clients, and friends, the widely disparate group of institutional investors joined together by their commitment to the beneficial owners they serve as fiduciaries and the corporate managers they direct as shareholders. They are also our heros. They include Dale Hanson, Rich Koppes, Kayla Gillan, Ned Regan, Tom Pandick, Harrison J. Goldin, Elizabeth Holtzman, Patricia Lipton, Ned Johnson, Dean LeBaron, Dick Schleffer, Sarah Teslick, Janice Hester-Amey, Maria Cercy, Roland Machold, Jamie Heard, Bill McEwen, Nancy Williams, Paul Quirk, Luther Jones, David Ball, Alan Kahn, Ralph Whitworth, William Weitzel, French Hill, and Michael Jacobs.

We are also grateful to those who spoke with us during our research, including Samuel Heyman, Abbott LeBan, Michael Klein, Graef Chrystal, Steve Wallman, Henry Schacht, Jerry terHorst, Peter Hamilton, and Josh Berman, as well as those who spoke off the record. David Apatoff and Martha Minow gave us generous access to resource materials. Stanley Frankel, Newton Minow, Dick Schleffer, Wayne Marr, Abbott LeBan, Joe Singer, Jane Barnard, Alfred Conard, Leslie Levy, and Jonathan Charkham trudged through an early draft and gave us thoughtful comments. We have tried to do them justice. We sent copies of this manuscript to many of the people we wrote about, including many we criticized. Every one of them responded with extraordinary graciousness and civility, and many made thoughtful contributions.

This book simply would not have been possible without the insight, support, and commitment of the staff of Institutional Shareholder Services. In particular, we want to thank Howard Sherman for his extraordinary wisdom, energy, and friendship; Casey Norman for his research on the automobile industry; Michael Deal, who conducted many of the interviews, drafted the section on compensation, worked many, many nights and weekends, and checked all of the citations; Lil Veraart for tireless fact-checking; and Bud Knecht, an editor’s editor. Thanks also to those who uncomplainingly filled in for us and kept the company going while we were writing, including Nicholas Higgins, Francis Corcoran, Amy Nadel, and Connie Darrah. Barbara Sleasman and Pat Bradley were of inestimable assistance in assembling the manuscript and keeping track of the supporting materials.

We would also like to thank Martha Jewett and Mark Greenberg of Harper Collins. First-time authors could not hope for better guides.

Bob would also like to thank: my wife Milly for her many gifts, including patience with my occupation and preoccupation with this book; my Department of Labor successors, David Walker and David Ball, and my former colleagues, Alan Lebowitz and Mort Klevan, for their integrity in pursuit of the public good; and Nell Minow for making collaboration a Joy.

Nell would also like to thank: my father, who cheerfully quoted King Lear when his fellow corporate directors asked him about his “thankless child”; my mother, who taught me to write like a writer, not a lawyer; my sisters, Martha and Mary; and their husbands Joe and James; my friends Kathy and Andrew Stephen, John Adams, Shannon Hackett, Jesse Norman, Judy Viorst, David Drew, Nadine Prosperi, Gary Waxman, Bill Pederson, Steve Freiss, and Stuart Brotman; my children, Benjamin and Rachel Apatoff; and my husband, David, the best person I know. I also want to thank Bob Monks, the perfect partner, for letting me come along for the ride.

A note about style: For simplicity, the “I” in the book is Bob Monks and the “we” is both of us. All generic male references are intended to refer to females as well, and vice versa.

Some of this material has appeared in different form in Legal Times
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