WSJ: The Lessons of GM's Bankruptcy
Though I disagree with some of this, particularly the last point regarding liquidation vs. bailout, I think the author makes some good observations. The best among them relate to issues of corporate governance:
On paper General Motors was a model of good corporate governance, while Ford was (and is) a disaster. The Ford family's super-voting Class B shares give it 40% of the votes with less than 4% of the shareholder equity. Class B shares get about 31 votes for every share of the Class A stock that nonfamily members own. And the Ford family gets veto power over any corporate merger or dissolution.
This structure seems to fly in the face of what is generally understood to be sound principles of good corporate governance. Such "undemocratic" provisions are sure to be lamented this month at two major corporate-governance conferences: the ODX (Outstanding Directors Exchange) in New York, and the annual confab at the Millstein Center for Corporate Governance at Yale.
But the Ford board of directors and family came together in 2006 to seek a new CEO from outside the struggling company, even though that meant family scion Bill Ford Jr. had to relinquish command. He volunteered to do so and remains chairman, but not CEO. Meanwhile, the GM board, consisting of blue-chip outside directors who chose a "lead director" from their ranks, steadfastly backed an ineffective management from one disaster to another and wrung its collective hands while the company ran out of cash. Some GM retirees dubbed the directors the "board of bystanders."
Ford's governance might be undemocratic. But at least it concentrates decision-making power in the hands of a few people with a significant emotional and financial stake in the company, and they proved willing to act. Absolutely no one on the General Motors board had either such stake, which helps explain why the directors did nothing.