A legacy examined.

BACK IN 1988 I placed a call to Lake Forest, Ill., to the ho me of Jerome Van Gorkom. I invited him to come to New York to be the luncheon keynote speaker for a group of chief executives and board members that DIRECTORS & BOARDS was hosting for a day-long briefing on the topic of "The Board at Risk."

At that time, it had only been three short years since the Delaware Supreme Court issued its decision in the case of Smith v. Van Gorkom. The world of governance was in a tizzy: We had this bombshell decision and follow-on cases that were roiling boardrooms, D&O insurance was tough to get, raiders roamed the land, and institutional investors were finding their voice and muscle. Directors were definitely at risk, and who was a more fitting icon of this risky business that board service had become than Mr. Van Gorkom, the namesake defendant in one of the biggest governance cases in history.

Our journal and its principals have over the years had multiple associations with Jerry Van Gorkom. He served as a sponsor of Chairman Robert Rock's doctoral dissertation at Harvard in the early seventies. In 1987, we published his first-person account of the sale of Trans Union Corp. and his disagreement with how the court interpreted the board's actions in that transaction. He graciously keynoted our CEO briefing in 1988 (an excerpt of his remarks at that event is on page 43). And in 1996, as I was putting together the special 20th anniversary edition of DIRECTORS & BOARDS, I last spoke with him to tell him that I had chosen his 1987 article (titled "The 'Big Bang' for Director Liability") as one of the 20 classic articles that we have published in our history. It was with sadness that I learned of his death in 1998.

But our association continues. In this edition is a major report on "The Legacy of Smith v. Van Gorkom." This year marks the 15th anniversary of this court decision -- an appropriate time to assess the impact, both immediate and enduring, of this consequential case.

I want to thank Charles Elson for helping me to fix on the idea of doing this legacy assessment. Special thanks also go to Ira Millstein, Steve Radin and Holly Gregory of Weil Gotshal & Manges for their great job in hosting the roundtable discussion (page 28) and enriching it with their expertise. And we thank the attendees for their enthusiastic participation. Our Van Gorkom report is a lengthy treatment that will immerse you in a fascinating discourse on the "then and now" history of boards, and how so much of what happens in the boardroom is the combustible mixture of the human element of decisionmaking with the rule of law. This edition is, we think, a "legacy" work of its own in the literature of how boards govern.

James Kristie