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Four Lessons, and One Basic Rule, From the DuPont Battle

for DeAnnInnumerable breathless commentaries aside, there are simple lessons to learn from the DuPont-Trian proxy battle witnessed earlier this spring. Before we get to them, let’s touch on the cardinal rule of all corporate board elections.

As an astute elected official confided in us decades ago, all political elections for chief executive officers—whether president, governor, or mayor—are actually referenda on the incumbents more than tests of the challengers.

So, too, all activist battles are foremost referenda on the target companies. Everything else—from the importance...

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