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The Overseer

Ira Millstein isn't exactly a household name. But this lawyer, academic, and Wall Street gadfly is a legendary figure in the world of corporate governance.
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Anne Aimpson, executive director of the International Corporate Governance Network, had the star named for Millstein as a birthday present last year.
When Ira Millstein went to Russia in 2000 on behalf of the World Bank and the Organization for Economic Cooperation and Development, he arrived armed with billions of dollars in potential loans and development aid for the country’s capital-hungry private sector. Millstein told a roomful of local C.E.O.’s—each with a retinue of machine-gun-toting bodyguards—that to get some of that money, Russian businesses simply needed to adopt Western corporate-governance principles. The response: indignant stares and one executive pounding his fists on the table and bellowing, “Don’t you dare tell us how to brush our teeth!”

Who said corporate governance was boring?

Not the man who many see as the field’s preeminent lawyer, dean, guru, sage, and statesman. And despite nearing the age of 81, Millstein has no plans to retire or let up. At the moment he’s railing against the Street’s nearsightedness. He’s become a new advocate of the Aspen Principles, which call for, among other things, an end to quarterly earnings reports to Wall Street because of the disproportionate impact they have on stock prices and investors’ decisions. “I’m very interested in what to do about short-termism,” says Millstein in his characteristic matter-of-fact style.

The long term is something Millstein knows well; he has been practicing for nearly 60 years. He has been retained by shareholders, boards, and managers and has transformed how these groups see themselves and relate to one another, influencing the governance of more than 50 companies. His work as chairman of the Private Sector Advisory Group for the O.E.C.D. and the World Bank has seeded the nascent corporate-governance regimes in many of the developing private sectors in East Asian and Latin American nations, convincing them to adopt principles of transparency and accountability.

His contributions haven’t gone unnoticed. In June 2006, the Yale School of Management named its center on corporate governance the Ira Millstein Center, and Who’s Who Legal Awards again named him Corporate Governance Lawyer of the Year and named Weil, Gotshal & Manges, the firm in which he is a senior partner, the Global Corporate Governance Law Firm of the Year. Also in 2006, a star—the kind that sparkles in the sky­—was named for him. Ira the Star is in the Ursa Major constellation.

But before his name reached the heavens, his career began in antitrust litigation at the U.S. Department of Justice in 1949. He moved to Weil in 1951 but always held the mission from Justice—keeping America competitive and therefore strong­—close to his heart, even as he defended companies from antitrust or shareholder suits, empowered institutional investors and boards, or chastised management.

After watching iconic American corporations decline and competition from foreign challengers increase in the 1970s and 1980s, Millstein knew that American corporations needed to change if they were going to be competitive. He worked with shareholders, management, and boards toward that end, addressing conflicts within corporations with solutions that put the greater good of the company above any individual’s gain. Using his substantial cred on the Street, he has routinely been able to get feuding stakeholders to sit at the table, stay at that table, swallow the diagnostic reprimands he metes out, and make the changes he ultimately prescribes. General Motors, Disney, Tyco, Westinghouse, Bethlehem Steel, the New York State Metropolitan Transit Authority, and the California Public Employees’ Retirement System have all been among his clients.

For better or worse, corporate America is now much more accountable to its shareholders, and C.E.O.’s act less like emperors and more like employees. But maintaining a system of checks and balances isn’t going to get any easier, says Millstein. It used to be that he was able to convince stakeholders on both sides of the table to come up with solutions that had long-term benefits. But today’s hedge fund managers, venture capitalists, and private equity managers are focused on quick solutions and quick profits.

“We have to get the country to stop thinking that capital markets are the be-all, end-all,” he says. “The real wheel is corporate America. That’s what provides jobs, growth, strength for the country. I would ask capital providers, ‘Are you the real game causing corporate America to be more competitive?’ It would be great if they would look at it with us.” To that end, Millstein hopes this year to bring the new players to the table, figuratively, and to Yale, literally, and give them a good talking-to. Throughout the summer and fall, the center that bears Millstein’s name will hold a series of roundtable discussions and summit meetings involving the international business community and regulators.

Mission impossible? Millstein has had experience staring down critics before. Back at the meeting in Russia, Millstein calmly responded to the man who scoffed at him. “You’re right. I shouldn’t tell you how to brush your teeth,” he said. Looking straight at the man, Millstein continued, “But I shouldn’t have to either.” From that point, Millstein took control of the meeting, scheduled follow-up rounds, and helped the World Bank and O.E.C.D. feed Russia’s then fledgling private sector.

And the bellowing Russian? Kakha Bendukidze, then C.E.O. of a tank manufacturing company and a native Georgian, went on to become the minister of economics and then minister for reforms in the Republic of Georgia. In both posts, he avidly advocated free-market reforms.

 



 

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