Financial History 138 (Summer 2021) | Page 15

Soss was a pioneer of the “ economic suffrage ” movement for women and led the campaign to put women on boards . Her strategy was to emphasize women ’ s shareholding power : “ It ’ s a shameful fact that women own companies but can ’ t get top jobs in them ,” Soss told the press . As part of the campaign , women board candidates were nominated from the floor of the annual meetings of companies like Radio Corporation of America , General Motors and US Steel . At the 1953 annual meeting of Standard Oil ( New Jersey ), an exasperated shareholder pointed out there were “ 109,000 women shareholders and 90,000 men ” at the company . “ It looks ridiculous that there isn ’ t at least one woman with sense enough to be on the board .” Yet Standard Oil ’ s board refused to nominate a woman candidate . Women ’ s demands for a seat at the management table met stubborn resistance .
A recurring theme was that women might add value to a corporate board only when the company produced products and services used by women . “[ Q ] ualified women ” could make “ valuable contributions to corporate earnings ” on the boards of companies , “ like the foodstuff and textile companies , which make products which are sold largely to women ,” one newspaper argued in 1931 . When calls for a woman director came up at Standard Oil ( New Jersey )’ s 1951 annual meeting , a shareholder spoke up to oppose the idea and noted that , “ the National Dairy has put a woman on the board . I think , since it is a national milk business , it is splendid to put a woman on the board . I don ’ t think the petroleum business has any use for women directors .”
Three years later , a shareholder of US Steel opposed the nomination of a woman to the board , asserting that “[ u ] ntil US Steel has a nylon-making subsidiary , steel working is no job for the petticoats .” Yet by 1956 , women owned more shares of US Steel ’ s common stock than men did , a fact disclosed by the company in its annual report .
Among the earliest women to sit on the board of a major company was Marjorie Post Davis , who gained a directorship at General Foods in 1936 when she was the company ’ s largest shareholder . Sidney J . Weinberg , the chairman of Goldman Sachs , sat on General Foods ’ s board alongside Davis and wrote in the pages of the Harvard Business Review that he saw “ no reason ” why women should not be elected to corporate boards , “ especially now when some companies have more women than men as stockholders .” Two big public companies , Western Union and Radio Corporation of America ( RCA ), each added a woman to their boards in the early 1950s . At Western Union , women had made up about half of shareholders since the turn of the 20th century . The company was experiencing serious investor dissatisfaction by the end of the 1940s and probably added a woman to quell calls for even bigger reforms . Western Union added Madeleine Edison Sloane , the daughter of Thomas A . Edison , to its board in 1950 , shortly after a young new president , Walter P . Marshall , took the helm . That same year , after being targeted for activism by women investors demanding a woman on the board , RCA added Mildred McAfee Horton , the former president of Wellesley College , to the board of its subsidiary , the National Broadcasting Company ( NBC ). After Horton ’ s tenure was judged a success , RCA added Horton to its own board in October 1951 .
Thus , by 1951 , three major companies had women on their boards of directors : one as a result of the woman ’ s shareholding power ( General Foods ), one at a company with a significant number of women shareholders and shareholder dissatisfaction ( Western Union ) and one at a company that had apparently acted to preempt an activism campaign by women shareholders ( RCA ). In all of these examples , arguably it was women ’ s shareholding power — and not their polite requests for inclusion — that produced gains for women .
In the 1950s , two other major American companies ended up with women directors as a result of proxy fights . In both cases — the New York Central Railroad proxy fight of 1954 and the Montgomery Ward proxy fight of 1955 — an insurgent trying to gain control of the company put a woman on his board slate to attract votes from the company ’ s numerous women shareholders . At New York Central the insurgent won , and Lila Bell Acheson Wallace became the first woman director of that company . At Montgomery Ward , the incumbent president kept control through a last-minute deal with the Teamsters union , which pledged to vote its shares for management . Nonetheless , the insurgent group won three seats on the nine-person board , including a seat for Bernice Fitz-Gibbon , an advertising executive . However , Fitz-Gibbon served only a single year .
The story of how a small number of women gained board seats at some of the nation ’ s most important public companies in the early 1950s reveals the interplay of gender and corporate power at the midpoint of the 20th century — and informs our understanding of the board diversity debate today . So , too , does the history of women ’ s rise to a majority of shareholders , which was confirmed by the New York Stock Exchange in a series of shareholder censuses in 1956 and later .
Today , we are still puzzling over the small number of women directors . After a decade of significant gains , women still held just 26.5 % of board seats at Fortune 500 companies in 2020 . Experts have proposed a range of explanations , but have rarely plumbed history for clues about women ’ s long exclusion from corporate leadership . The fact that women were once a majority of American shareholders , and that the rise of women ’ s shareholding coincided with a major , post-war campaign for board diversity , has been long forgotten .
History shows that women aren ’ t new to participating in the governance of public companies — and that women ’ s demands to join corporate boards didn ’ t start in the 21st century , or even in the 1970s . The movement to put women on corporate boards is more than 70 years old . Why didn ’ t the post-war push for women on boards produce better results ? Corporate governance wasn ’ t gender neutral . Even when women were the dominant demographic among shareholders , social forces and sex discrimination allowed all-male boards to reject repeated demands that they nominate women for board seats . Corporate governance law insulated allmale boards from accountability , while also hampering women ’ s efforts to act collectively . This history points us at persistent problems with the gendered nature of corporate power and reveals that we still have important , even surprising , lessons to learn from our own history .
Sarah C . Haan is a corporate law professor at Washington and Lee University School of Law . She is a graduate of Columbia Law School and a former Wall Street lawyer for Davis Polk & Wardwell . She tweets at @ shaan _ haan . This article is based on “ Corporate Governance and the Feminization of Capital ,” by Sarah C . Haan , which will appear in 74 Stan . L . Rev . ( forthcoming 2022 ).
www . MoAF . org | Summer 2021 | FINANCIAL HISTORY 13