'Fight them as hard as you can': interview with Charles Wohlstetter.

Position:A CHAIRMAN AND HIS BOARD
 
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Ed. Note: Charles Wohlstetter gave me perhaps my most fun interview. He was as frank and irreverent as any corporate board chairman I interviewed in my time as editor He co-founded Contei Corp. in 1961, then a $1.5 million telephone business, and merged it with GTE Corp. in 1991 in a $6 billion transaction that created the second-largest provider of cellular phone service at that time. We discussed a range of governance matters for an article that appeared in the Spring 1991 issue, just as his big deal with GTE was closing. He died in 1995.--J.K.

I'm upfront. I believe that everybody has the right to make a damn fool of themselves. Most people just overplay their hand and get carried away When that happens, I like to be around.

I have large questions about how people construct their boards. The usual 1940s, '50s, '60s board, and even into the '70s, were fellows in marvelous double-breasted blue suits with gray hair who nodded in accord and synchronization with the chairman. You got the chairman of this, the chairman of that, and the chairman of the other If you look at an American Telephone, almost forever they've had the chairman of Metropolitan Life, the chairman of U.S. Steel, the chairman of Mobil Oil, and a whole group of people like that--good fellows all, I'm sure, but what the hell they know about the communications business escapes me. I don't know that a CEO, who himself has to be a leader, is helped at all by 19 chiefs.

Institutional investors keep saying, "I own the stock." They don't own a damn thing. What they do is pretend to manage funds that don't belong to them--over which they have no ownership--so that if things go well, they can't profit by it, and if they go badly they'll just blame it on the marketplace. They frequently can't even be fired because they have civil service tenure. What they are is the same thing as a trustee would be in a will. They have a fiduciary responsibility. But there is no God-given information to them. They are not at birth injected with some kind of smart fluid that suggests that they even know how to run anything.

If an institutional investor is unhappy with management, he should sell out. That's all he has to do. Say "Whoops," admit that you made a mistake, and get out. It is not to say "I made a mistake, therefore I'm going to punish you, and the way I'm going to do that is I'll scratch my head and look in the...

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