204 InManagersWeTrust
proxy contests in the late 1960s and early 1970s, Graham said that
“boards of directors have probably become more alive than previ-
ously to their fundamental duty to see that their company has a
satisfactory top management.”
The 1980s brought more sophisticated and better-funded takeo-
ver tactics to corporate America, chiefly the tender offer, by which
shareholders simply exit a company with unsatisfactory management
and performance. The result has been the creation of a market for
control of corporations, a way to give real meaning to the share-
holders’ voice. Thus, Graham’s plea made at the dawn of the cor-
porate governance era assumes greater value now: “that stockholders
consider with an open mind and with careful attention any proxy
material sent them by fellow stockholders who want to remedy an
obviously unsatisfactory management situation in the company.”^11