Board Games

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His company was bleeding rivers of red ink, and his shareholders were openly critical of his abilities as a manager. But John Akers, chairman of IBM, defiantly rejected calls for his resignation. Even as late as December, he claimed to have the complete backing of his board of directors. But at an acrimonious board meeting last week -- the first since the company reported a record loss of $5 billion for 1992 -- Akers changed his tune. After an emotionally charged meeting with the seven members of the powerful executive committee, Akers, 59, informed the fully assembled board of his decision to step down.

Three days later, the board of Westinghouse Electric summoned embattled company chairman Paul Lego. Dogged by heavy losses and stockholders' criticism, Lego had fallen out of favor with the board. After a spirited argument, the CEO announced his immediate retirement.

On Saturday, American Express announced that its chairman and chief executive officer, James Robinson III, was resigning after a bruising battle with his board. Two months ago, the board at American Express moved to sack him after a long string of blunders and miscues. Robinson initially agreed to step down when a successor was found. Then, after a divisive battle, Robinson faced down the board and early last week held to the chairmanship, picking his chosen successor, Harvey Golub, as chief executive. Three dissident directors resigned. Robinson's triumph lasted just four days, during which Amex stock dropped 13%. Investor groups began to call in. On Friday, yielding to pressure from all sides, Robinson gave up. "We made what we thought was the best decision, the right decision. However, it led to unnecessary confusion in the minds of some investors and the press," he said, and finally resigned.

While Akers, Robinson and Lego all claimed they decided to step down willingly, most analysts believe they were pushed out. Says Ralph Whitworth, president of the United Shareholders Association: "They had no choice."

Last week's three ousted chairmen thus joined a long line of executives who ) have fallen prey to the most significant new trend in American corporate governance since the takeover mania of the 1980s: boardrooms, as they discovered, are ceasing to be clubby havens for beleaguered executives. Puppets no more, directors are responding to financial and legal pressures from angry shareholders by rising up against management in open revolts that would have been unthinkable a decade ago. While such boardroom activism is nothing new at smaller companies, where directors tend to hold large ownership stakes, it is now spreading to top FORTUNE 500 corporations that are struggling to cope with tough times. In their willingness to take on bloated corporations and entrenched management, directors have become oddly reminiscent of the takeover artists they so feared a few years ago. "Corporate boards are taking up where corporate raiders and hostile takeovers left off in the 1980s," says John Nash, president of the National Association of Corporate Directors.