Article Originally Published: Harvard Law School Forum on Corporate Governance

“Tribute to Bob Monks” by Nell Minow

I was eight months pregnant with my second child in December of 1985 when Bob Monks offered me a job as the first general counsel, and the fourth person on staff at Institutional Shareholder Services (ISS). We had met when he was working for then-Vice President George H.W. Bush and I was working at the Office of Management and Budget. I was immediately impressed with his incisive analysis, his ability to understand the most complex policy conundrums and isolate the key elements, his vigorous intellect, and – quite rare among people of his level of accomplishment and status – his openness to questions and disagreement. He even seemed to relish that.

Bob told me his new company was going to “advise institutional investors on corporate governance issues.” In that sentence, the only words I recognized were “advise,” “on,” and “issues.”  But I was taken with his vision that ERISA, then just 11 years old, had created a category of investor, big enough, smart enough, and, as fiduciaries, obligated to resolve all conflicts in favor of the beneficial holders, that could reverse the separation of ownership and control defined by Adolf Berle and Gardiner Means in 1932.

He explained to me that this change was being accelerated because the creation of securities to finance any size of takeover had led to unprecedented abuses of shareholders by what we then called corporate raiders and by entrenched management. The (literally) colorfully named tactics like greenmail and golden parachutes, along with poison pills and coercive two-tier tender offers were siphoning off shareholder value because the playing field was so unbalanced it was essentially perpendicular.

[Read the full article on Harvard Law School Forum on Corporate Governance…]