We’ve always had a soft spot for challenges to conventional wisdom—and as financial reform legislation looms, there is no better time for a bout of it.
Looking back on more than a quarter century of corporate governance history, we’re struck by how much change occurs because of lonely, almost solitary challenges to the established order of things, as well as through legislation. Where would modern corporate governance be without Robert Monks’ attempt to run for the board of directors at Sears in 1991—the first modern short-slate proxy fight, which cemented the focus of shareowners on the board of directors? Or California State Treasurer Jesse Unruh’s questioning of greenmail, which led to the formation of the Council of Institutional Investors and the one-share-one-vote paradigm? Where would corporate defense be without Marty Lipton’s invention of the poison pill? It doesn’t matter which side you are on; material change often occurs because someone asks an impertinent question that eventually upsets the status quo.
