William T. Coleman Jr., blue-chip board troubleshooter.

PositionDIRECTOR MEMOIR - Reprint

Although highly remunerative, my board duties were demanding in terms of travel and time. I often found myself addressing difficult and complex problems for which my legal skills offered an important perspective. While many of my associations were enjoyable and some of the challenges intellectually exhilarating, I also faced unwelcome personnel situations and financial and ethical crises that were not conducive to a good night's sleep.

As an IBM director, I considered the bold recommendation of outside counsel to challenge Judge Edelstein's handling of the U.S. antitrust case against IBM. Having reviewed the allegations of bias, I advised the board of my agreement with this high-stakes strategy. IBM was successful in convincing the judge to recuse himself. Eventually, the government dropped the lawsuit.

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As a director of Philadelphia Electric, I confronted serious challenges with the regulatory closure of the Peach Bottom nuclear plant and the need to replace senior managers. Serving on the board of American Can and then AMAX, I confronted contentious issues of chief executive officer succession and acquisitions as well as problematic dealings with developing countries in international mining ventures.

As a board member of INA Corp., I helped to engineer a merger with Connecticut General, which became CIGNA. We negotiated an agreement that would keep the corporate headquarters in Philadelphia rather than move it to Hartford, the hometown of Connecticut General, and a plan of executive succession that would integrate two very different cultures on fair terms.

As a director of PepsiCo, I learned a lot from the politically savvy chief executive, Don Kendall, and worked to diversify the business, expand its global reach, and retain its dominant position in Russia.

As a director of the Chase Manhattan Bank, I participated in several acquisitions but retired before Chase merged with J.P. Morgan to create the banking giant J.P. Morgan Chase. And I faced many challenges as a Pan Am director as we watched this venerable institution slowly disintegrate in the deregulatory climate I had helped bring about.

The advice of attorneys on corporate boards is valuable as companies struggle to comply with post-Enron statutory and regulatory requirements, epitomized by the Sarbanes-Oxley legislation. Directors today accept more responsibility (and liability) for the ethics of their companies and the welfare of their shareholders. Having...

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