Ed Woolard: A life in governance.

• Author: ROCK, ROBERT H.
• Position: Brief Article

He was an agent of change both within his own company's board and as a director on other 'hot seat' boards. Now his activist spirit is spurring the ambitions of a new academic initiative in the governance field.

EARLIER THIS YEAR, a group of friends, colleagues and admirers of retired DuPont Co. Chairman Edgar S. Woolard made him an offer he found difficult to refuse. They wanted to endow a chair in corporate governance at the University of Delaware in his name. They didn't want him to fund the chair in whole or in part, or even to help raise any money for it. They assured him that with his sterling reputation in the business community, if he would agree to lend his name to the academic position, the money would rain down to make it happen.

Well, you don't become head of one of the largest corporations in the country without bringing an element of skepticism to overtly enthusiastic proposals. But he was won over that the effort was eminently doable and worthwhile -- that it would create an initiative in the field of corporate governance that would distinguish the university, the Delaware business and legal community, and the state itself. Within weeks of getting his blessing, the coterie of backers raised a million-dollar funding package.

"It was unbelievable," Woolard says, still a bit in awe about the endeavor when DIRECTORS & BOARDS Chairman Robert Rock and Editor James Kristie met with him a few weeks before the August launch date of the academic program. Formally called the Edgar S. Woolard Jr. Chair of Corporate Governance, the creation of this teaching position also propelled a parallel development -- formation of the Center for Corporate Governance within the University's College of Business and Economics. The Center would extend the chair's influence by serving as a forum for discussion and research of significant issues affecting corporate directors, officers and shareholders.

The search for a top expert in governance to be the first Woolard Chair led to the doorstep of Charles M. Elson. With a background as a lawyer, corporate director, and law professor, Elson is a proverbial "triple threat" to put the Woolard Chair and the Governance Center on the map of influential governance institutions. Readers of DIRECTORS & BOARDS are certainly familiar with Elson's thought leadership in the field: He is a frequent contributor to our journal, most recently as a key participant in our heralded "The Legacy of Smith v. Van Gorkom" special report [Spring 2000], and as author of the classic reference article, "Courts and Boards: The Top 10 Cases" [Fall 1997].

"Dr. Elson is very well-grounded in the real world of governance," says William T. Allen, who was chancellor of Delaware's Court of Chancery from 1985-1997. Allen, who recommended him for the position, adds that Elson "has a wonderful network of people in business, law, finance, and academia."

In some ways it's a wonder that such a governance-themed combination of academia and enterprise wasn't heretofore undertaken in Delaware. As Provost Mel Schiavelli sees it, the Woolard Chair and the Center are "a natural fit" for the university "because of Delaware's world prominence as a corporate capital." University President David Roselle affirms that notion. With about half of the Fortune 500 companies incorporated here, he says, "Delaware occupies such a very special location with respect to corporate governance. Marrying the university's academic expertise in this area with the corporate and legal communities will help build better governance models that benefit everyone."

Due to the complexity of travel schedules, Woolard had not yet met up in person with Elson when DIRECTORS & BOARDS visited, but he certainly knew the designated chair holder by his "great reputation." He cites with considerable satisfaction Elson's role as a Sunbeam Corp. director in dismissing CEO Al Dunlap as that company became enmeshed in operational and financial problems. He's confident that Elson will differentiate the academic program from other educational initiatives in the market. "The potential is great," Woolard beams, seemingly having banished all traces of the initial skepticism that he had when the idea was first broached.

Having his name so closely associated with a governance program like this makes eminent sense because, as Woolard himself admits, "I've been deeply involved in a lot of interesting corporate governance issues, from mergers to the changing of CEOs." As examples of the latter drastic duty of boards, he reflects that he was a director of IBM Corp. when the board replaced...