Beyond takeovers: politics comes to corporate control.
In the 1990s, politics will replace takeovers as the defining tool for corporate governance challenges, and a marketplace of ideas will replace the frenzied activity that once dominated the financial marketplace in the 1980s. In the transaction-driven market of the past, corporate raiders used junk bonds and other financial tools to take control of their targets. In the new marketplace of ideas, debate will replace debt as active shareholders press specific operating policies for their target corporations in a new politicized market for corporate control. John Pound, associate professor of public policy at the John F. Kennedy School of Government at Harvard, reports that investors are already using shadow management committees, independent director slates, and outside experts to influence management policy. Pound cites Carl Icahn's battle for control of USX as an example of the emerging trend. What began as a hostile takeover ended with a negotiated solution in which many constituencies ultimately played a role in the restructuring of the company. This political approach to governance gives management a chance to embrace a bargain that is in its long-term interest. By promoting politically based tactics, managers can generate political capital with their major investors. Managers in companies as diverse as Avon and Lockheed now meet regularly with investors, seeking their input on both financial and strategic decisions. In the new politicized market for corporate control, striking a bargain with long-term investors is ultimately in the best interest of the corporation.