Corporate & Securities Law

Verret’s Proxy Access Defenses, Nell Minow, & The Corporate Library

Our TOTM readers will no doubt be familiar with my frequent adversary, Nell Minow of The Corporate Library.  She really doesn’t like my new paper, Defending Against  Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank, where I had the audacity to take issue with Dodd-Frank’s grant of authority for the SEC to promulgate proxy access.  Nell and I testified on opposite sides of the issue when Barney Frank held preliminary hearings on the bill that would ultimately become the Dodd-Frank Act, see here.  We have also engaged in debate on this issue over the blogosphere, see here.  You might say she has become my nemesis of late.  Though Nell used to hold my scholarship in rather high regard, naming my last paper on proxy voting among what she described as the “latest and greatest in corporate governance literature,” recently she has taken issue with my work.  I’m not sure what explains her recent and sudden twist, I’ve always been a centrist on the issue of proxy access who supports the creativity of state law for permitting company-specific solutions.

Though I am an honest academic, interested in merely putting forward scholarship that I believe supports efficient outcomes for shareholders, Ms. Minow is extremely conflicted.  Her business, The Corporate Library, is actually a service that earns its living selling reports and advice to the institutional investors that have long sought proxy access for political purposes.

Nell Minow has a fairly interesting history, at least according to Salon.com, where Robert Elisberg reports that:

[H]er father was appointed by President John Kennedy to be FCC Commissioner.  In fact, Newton Minow remains probably the only FCC Commissioner that anyone actually knows of ? he was the man who famously described television as ?a vast wasteland.?  But it?s more than that.  You know on the TV show, ?Gilligan?s Island,? where they took a 3-hour cruise on the S.S. Minnow?  Guess who that?s named after?  Honest.

(Indeed, the family keeps working its way into the American fabric.  Nell Minow?s sister Martha is dean of Harvard Law School — and just named to the short list for consideration to the Supreme Court.  One day, when just a mere professor there, Martha called her father at his Sidley Austin law firm in Chicago and recommended he hire the smartest student she?d ever taught. Barack Obama.  And it was at the firm that he met another lawyer, Michelle Robinson.  You know the rest.)

As for her own marriage, Nell Minow is with her childhood sweetheart, David Apatoff, an accomplished Washington lawyer, who grew up two blocks from me.  This lead to two children, Benjamin and Rachel ? which lead to the Movie Mom, 15 years ago.

Apatoff jokes that she picked two careers where she always gets to give her views.  And she gives them with fearless honesty.  How much so?  Once when advising shareholders, she recommended they drop one of the Board of Directors.  It was her father!  (He?d missed too many meetings for her standards.  When he explained to her his excellent reasons, she graciously understood his excuse ? and repeated her recommendation.)

I?ve long suspected that the seven most terrifying words to a corporate executive are, ?I have Nell Minow on Line Two.?

…..

Just another day in the Bizarre World of Nell Minow.

I would modify Mr. Elisberg’s analysis on one point however.  He notes that the most terrifying words corporate executives hear are “I have Nell Minow on Line Two.”  Nell on the phone is fearful, no doubt.  And yet, these days, in light of my new paper about defenses to shareholder proxy access, and the work I have been doing with many Fortune 500 companies to implement the defenses I suggest, it is likely that many of the smart executives already have me holding on Line One.  I’ll try not to hold them too long, Nell.

Full post as published by Truth on the Market on August 29, 2010 (boomark / email).