Ira Millstein, lawyer, 1926-2024

There could have been no better target for corporate governance activism. General Motors, the world’s largest automobile maker, was losing billions. It was there in the early 1990s that Ira Millstein, a partner in law firm Weil, Gotshal & Manges, orchestrated a dramatic boardroom putsch by the outside directors to oust underperforming executives. The move was widely seen as a landmark shift in corporate power from management to the board.

From this experience Millstein, who has died aged 97, forged corporate governance guidelines that became hugely influential across America’s quoted companies sector. He had earlier put his mark on US corporate governance with his seminal contribution to the Business Roundtable lobby group’s 1981 statement of corporate responsibility, which tied “the long-term viability” of business to “its responsibility to the society of which it is a part”. 

Millstein was a passionate critic of Milton Friedman’s doctrine that the sole responsibility of companies was to make profits. He took his views on corporate responsibility into the boardrooms of numerous giant businesses that he advised over his 70-plus years at Weil, Gotshal.

His influence on corporate governance extended far beyond the US. The UK corporate governance code, launched by Sir Adrian Cadbury in 1992, drew on the GM guidelines. The relationship between the two men was one of mutual respect and personal friendship. Together they helped craft the OECD’s principles of corporate governance, now the G20/OECD principles, which provide the global benchmark for the legal, regulatory and institutional framework for corporate governance.

After the Asian crisis in 1997-98, Millstein persuaded James Wolfensohn, then president of the World Bank, that corporate governance provided vital underpinning for economic development. Capital, he argued, does not flow to dangerous places. Good governance was thus a de-risking device for emerging markets. With the OECD, the Bank set up the Global Corporate Governance Forum to encourage governance reform in the developing world and promote the private sector as a socially responsible engine of growth.

In all his roles, Millstein showed a remarkable ability to reduce complex issues to simple ideas that policymakers and business leaders could readily grasp and act on. His mastery of meetings inspired admiration bordering on awe. 

I witnessed this as a member of the OECD-World Bank private sector advisory group on corporate governance, notably in 1991 at a roundtable meeting in Moscow where Millstein was trying to sell corporate governance reform to the Russians. Soon after the start, an unkempt but imposing individual burst into the room bellowing, according to our translation, “how dare you come here to teach us how to brush our teeth and wipe our bums”. It was Kakha Bendukidze, boss of capital goods manufacturer Uralmash.

We all froze, apart from Millstein, who calmly explained to the oligarch that he was in a room full of western fund managers with many billions to invest. Better corporate governance in Russia, he urged, held the key to unleashing this cornucopia. Within minutes, Bendukidze was hanging on Millstein’s every word. 

The irony was that Uralmash’s heavy machinery was so uncompetitive by international standards that Bendukidze — later a reforming minister in the government of Georgia — had zero prospect of winning western funds.     

Millstein was born in New York City in 1926. He acquired a degree in engineering at Columbia University and graduated from Columbia Law School in 1949. After a spell in the Department of Justice’s antitrust division he joined the fledgling Weil, Gotshal, given, he said, “my chances of becoming an antitrust lawyer in private practice were nil because there were no Jewish law firms who were practising antitrust”.

Millstein played a central role in building the firm into a powerhouse that now comprises 1,100 lawyers around the world. He wrote books, taught governance at Columbia, Harvard and Yale universities (among others) and devoted himself to numerous philanthropic causes.

He was, above all, a New Yorker. He gave generously of his time to the city, not least in advising mayor Abraham Beame in 1975 when New York faced bankruptcy, which it narrowly escaped. He played a vital role in cleaning up crime-ridden Central Park after the rape of a jogger in 1989. And he served as pro bono counsel to the Lower Manhattan Development Corporation after the terrorist attack of September 11 2001 on the World Trade Center.

Millstein’s first wife, Diane Greenberg, died in 2010, while his second marriage to Susan Frame ended in divorce. He leaves a son, the prominent investment banker Jim Millstein, a daughter, lawyer Elizabeth Millstein Tremain, and several grandchildren and great grandchildren.

By those he leaves behind, Millstein will be remembered as a supremely generous mentor. Possessed of boundless energy, he believed anything and everything was possible.