Birds of a Feather, And All That

Steven Davidoff Solomon makes a run at corporate boards in his piece on Darden Restaurants, today. He closes the piece with:

Absent a last-minute, face-saving compromise, the likelihood of a full-scale ouster raises the glaring question: Why would the board pointlessly and perhaps foolishly invite its own demise?

To recap, for those not wanting to read the piece: a couple of tutes decided to buy up stock as activist shareholders. These are Starboard Value and Barington Capital Group. Both are hedge funds. They determined that Darden Restaurants, and the management thereof, was being mismanaged. The CEO and board disagreed. Much mayhem has ensued.

As Adam Smith (the real one, and I suspect the fake one, too) is so famous for: each economic actor behaves with enlightened self interest, which gave rise to the term homo economicus. Of course, Smith was opposed, on the whole, to capitalists generally and concentration specifically. What is this self interest for a corporate board member? Well, evidently it is to be best buds with other CxOs. In the case of Darden, as of today, eleven of twelve directors are current or former CxO/director of some corporation. If you want to expand your scope of earnings as a director, it helps if you don't look behind the curtain of whatever boards you currently have. Be nice to your CEOs and fellow board members, and you'll find far more opportunities to be a board member. I think that's what's called a sinecure. One hand washes the other. Birds of a feather flock together.

This is not to say that hedgies have the best interest of Main Street or Ma and Pa Kettle foremost in mind, of course.

For the quant types, this all raises the core question: if macro effects are just the sum of all those micro effects, isn't the whole shebang the result of such (low grade) corruption, rather than some human-centric version of thermodynamics? It ain't what ya know, it's who ya know; ya know? Or, as one who's been there puts it:

Directors were not appointed to compensation committees on the basis of distinctive skills or interests. Rather, they tended to be directors who could be relied on by management to be both sympathetic to management's compensation requests, and non-confrontational.

To get on the compensation committee, of course, one need be on the board. Be nice to your CEOs, and they'll be nice to you when it's your moolah to be decided. Stingy comp committee members won't be around long, ya think? Ring around the Rosie.

So, to answer Solomon's question (that does have a nice ring to it, doesn't it?): what's one board when you've got a whole life of other boards to run, ahead of you? Hedgies, after all, are not viewed as white knights anywhere.