Stakeholder Governance on the Ground (and in the Sky)

Professor Frank Partnoy: This is a marvelous gathering, and it is all due to Chuck O’Kelley and the special gentleness, openness, and creativity that he brings to this symposium. For more than a decade, he has been open to new and creative ways to discuss important issues surrounding business law and Adolf Berle’s legacy. We also are grateful to Dorothy Lund for co-organizing this gathering. In introducing Stephen Johnson, I am reminded of a previous Berle, where Chuck allowed me some time to present the initial thoughts that led to my book, WAIT: The Art and Science of Delay. Part of that involved my conversations with executives in the C-suite at Goldman Sachs and learning about their views of the role of delay in decision making, and I discovered that one of the most important people at Goldman, a kind of quiet “number two” executive, was John Rogers, a secret, silent, behindthe- scenes consigliere, whose eyes were on just about everything you can imagine at the company for a long time. In recent years, I’ve learned that American Airlines has a similarly extraordinary person in senior management, someone who is involved in virtually every important aspect of the business. Amelia Miazad met him while she was teaching at Berkeley and somehow persuaded him to become part of our academic community. It’s been a joy to get to know Steve and to have him teaching and involved in our scholarly efforts. Steve is the John Rogers of American Airlines. Let’s start with Steve’s background. He is a Berkeley alum, both JD and MBA, from 1982. And although his title is simply executive vice president of American Airlines, he really is a quiet number two. Steve, obviously you’ve done many, many things during your career, but let’s go back to the beginning after you graduated and tell us about the parts of your background that would be particularly relevant to this audience. Professor Stephen Johnson:Sure, sure. But before I start, I want to thank Dorothy and Chuck. Yesterday, one of Dorothy’s colleagues who isn’t here today, looked at my name tag and with a sort of suspicious, halfway sympathetic look in his eye, said, “you’re the only member of corporate America here today.” [Speaker and audience chuckle]. And that gave me a little pause, particularly for the Q&A. But it’s a real privilege and this has been an enriching couple of days that I’ll never forget. So, thank you very much for having me. And also, to you Frank, thanks for picking me as your side kick here. After graduate school, I practiced law. I was a corporate and tax lawyer in the 1980s. Interestingly, in the 1980s there was a lot of overlap as the Reagan Administration used tax incentives to incentivize investment to jumpstart a moribund economy. In 1989, I went to work for my biggest client, a financial services company that caused me to move to Ireland, was a terrific highflyer, a really interesting place to work, and very international business. We got into financial trouble with the recession after the first Gulf War, but that turned out to be a huge career opportunity for me. The senior people at the company left, and I became general counsel, helped sort that all out, and we sold the company to GE Capital in ‘93. I worked for GE for about a year, didn’t like that, and that led me to me leave Ireland and move to Phoenix, where I became the general counsel of a little airline called America West Airlines. Way back when, some of you may remember it.