The Way it was: 1980.

A Good Deal

Well, we never had the "urge to merge" here at DIRECTORS & BOARDS, but it happened. DIRECTORS & BOARDS and its sister publication, Mergers & Acquisitions, have been acquired by The Hay Group, a management consulting firm. They came to us. We liked them. They liked us. It took seven months to arrive at an agreement. It was not easy. It never is. Bad deals can be made overnight; good ones take time. This is a good deal. I feel as though I haven't sold a business, but acquired a board of directors -- a network of experts who can usher DIRECTORS & BOARDS into its strategic future.

Stanley Foster Reed, founder of DIRECTORS & BOARDS, in his "Letter from the Publisher" [Fall 1980]

Voting on Directors

On November 20, 1979, the SEC adopted proxy rules and schedule amendments requiring public reporting companies to use a proxy form that permits shareholders to withhold authority to vote for each director nominee, indicates whether the proxy is solicited on behalf of the board of directors, and provides a means for shareholders to specify a choice to abstain with respect to each matter voted upon. At first the SEC proposed that shareholders be allowed to vote against director nominees. But many commentators objected to such a provision on the grounds that under most state laws such a vote would have no effect in an election as a matter of substantive law. Such votes, they pointed out, would simply be treated as abstentions. The SEC's rationale for adoption of the new requirements is that they will provide an opportunity for more meaningful shareholder participation in the corporate electoral process, thereby enhancing corporate accountability.

Richard Kraut, attorney and former SEC staffer, in "SEC Roundup: Developments Affecting the Director in 1979" [Winter 1980].

The Board As Mentor

In their advisory capacity, directors can become mentors to senior management and promising younger executives. Directors can play a special role in mentoring women executives. The organization can misconstrue the nature of the relationship between a male chief executive or senior manager mentor and a woman who reports directly to him. Being outside the chain of command, the director can enter into a male-female mentoring relation without such suspicions being raised.

"Mary Cunningham calls herself William Agee's 'sounding board' and calls him her 'mentor,'" The Wall Street Journal reported on Sept. 26, 1980. Miss Cunningham was not the first woman to storm corporate bastions under the banner of a male mentor, nor will she be the last. Nowadays it is de rigueur for the aspiring woman executive to find and cultivate a...

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