The Way it was: 1983.

In Adversity, Be Encouraged

America encourages optimism. This is the first great nation in the world where the rules were written by victims and not by victors. If you go back through history, through the Greeks, the Romans, the Empire of Napoleon, the British, there is a recurring theme: the victor came and conquered and imposed his rules on the subject state. The people who came to this country were themselves victims, fleeing from famine, disease, economic deprivation, and religious oppression, and they concelebrated their recollection of all that was past in the Constitution of the United States -- one of the mightiest and most generous documents ever penned by the hand of man. Nothing in the history of this country leads me to believe that it need be other than encouraged by the adversity it now finds itself in.

Anthony O'Reilly, president and CEO of H.J. Heinz Co., in "Corporate America's Next 20 Years" [Winter 1983]. He retired as chairman of Heinz in 2000.

The SEC Probes Takeovers

Dressed in expensive blue suits and loud silk ties with matching pocket handkerchiefs, Martin Lipton is another of the panel's more colorful characters. An exceptionally able and intelligent lawyer, he pressed exclusively the interests of his clients more obviously, and I felt, more forcefully than did any of the takeover lawyers on the panel. Lipton apparently thinks that public companies are the personal provinces of their managements, and that vocal shareholders are troublesome transients. He would extensively regulate bidder's tactics, outlawing two-tier and front-end-loaded offers, requiring a 60-day-minimum offer period, and restructuring severely the ability of outsiders to wage proxy contests. He would allow target managements wide discretion during hostile contests, with their many defenses amounting to near-veto power over hostile bidders regardless of the desires of target shareholders.

Gregg Jarrell, economist with Lexecon Inc., reporting on his experience as a member of the Advisory Committee on Tender Offers, a blue-ribbon group selected by SEC Chairman John Shad to examine takeover regulation, in "inside the SEC's Panel on Takeovers" [Fall 1983].

In Defense of Defense Spending

The current defense program is carefully designed to redress a decade of neglect of our armed forces and restore the military equilibrium necessary for deterrence. Because our forces had been allowed to deteriorate so seriously, rebuilding America's defenses will be expensive and take a number of years.

Some critics argue that defense spending is wasteful. They are mistaken. Defense spending is no different conceptually than spending on police or fire departments. Moreover, while we...

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