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.     

AIDS wars

At the Centers for Disease Control, director William L. Roper battles the deadly AIDS epidemic and other rising health hazards. But critics say political interference sets back the effort to stem AIDS.     

The effect of the Americans With Disabilities Act upon medical insurance and employee benefits

The Americans With Disabilities Act will have a significant impact upon plan sponsors and the administration of an employee benefit plan. Prior to the July 26, 1992 effective date, a plan sponsor or trustee should meet with the plan's attorney, provider and other insurance advisers and review the effect ADA will have upon the plan. The EEOC will be issuing additional interpretive rules before the effective date of ADA, and there will be numerous court challenges after the effective date. Plan sponsors and trustees should keep abreast of the developments as they occur. Before a benefit change or premium adjustment is made, it should be reviewed with legal counsel to assure that it conforms to ADA's insurance exemption. Plan sponsors and trustees should have legal counsel, the provider and the plan's insurance advisers develop the documentation that will enable the plan to establish ADA's insurance exemption to defend any legal challenge.