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MovieMom's Double Life
When Nell Minow isn't ripping apart some lame action film or appalling gross-out comedy, she's busy attacking overpaid corporate executives and the 'boneheaded' decisions they make

By Christina Ianzito
Sunday, July 5, 2009

Nell Minow has settled into her seat in a Georgetown theater, her black loafers propped up on the railing in front of her, a notebook on her lap. She and about 15 other local movie reviewers are here to see "Knowing" -- a PG-13 action flick about a boozily depressed father and scientific genius, played by Nicolas Cage, who cracks a coded alien message about earth's imminent fiery destruction. At particularly cliched moments, Minow, the 57-year-old film reviewer known to hundreds of thousands of online followers and radio listeners as Movie Mom, giggles. She shakes her head and scrawls a few notes between the intermittent chuckles.

She's so much in her element in the darkened theater that it's difficult to imagine her in her other line of work: as a sharp-tongued, widely quoted expert on executive compensation and shareholder rights for a firm called the Corporate Library. (The day after she watches "Knowing," she'll head to New York to participate in a debate sponsored by a forum called Intelligence Squared U.S. to be aired on National Public Radio. The topic is whether Wall Street or Washington is more responsible for the country's financial meltdown. Minow blames Wall Street, reminding her audience that Countrywide Financial CEO Angelo Mozilo, who faces federal fraud charges, was paid $600 million "as he took the stock down 78 percent and took the economy down with it.")

Right now, however, she's focused on the action on the movie screen, sighing deeply at "Knowing's" increasingly preposterous, frenetic plot. At the end, she succumbs to a full belly laugh when (spoiler alert!) a spaceship descends to whisk the film's wide-eyed children, and, inexplicably, a white bunny, to a new Eden on a distant planet.

As the credits roll, many in the audience, which includes not only critics but a boisterous crowd that won free tickets, clap wildly. The reviewers file out quietly past a studio representative who tries to elicit some feedback from each one. "Ms. Minow, how did you like it?" the rep asks.

"It was fabulously bad! Ridiculously bad!" she replies. But she's grinning. Even a bad movie is a good night out for Nell Minow.

***

Minow took on her Movie Mom persona when her children, Ben, now 25, and Rachel, 23, were small. She'd go to the video store, she says, and "see parents standing in front of the new releases shelf looking confused and helplessly asking people walking by, 'Is "The Nutty Professor" okay for a 6-year-old's birthday party?' I'd say, 'No, it's not.' "

Sensing a void, she created a rudimentary Web site of movie criticism for parents about 15 years ago, just as the Internet was becoming a phenomenon. Her blog eventually wound up on Yahoo!, where, after a year of unpaid postings, she received what she calls a "decent part-time salary."

Two years ago, Steve Waldman, editor-in-chief and co-founder of Beliefnet.com, a Web site devoted to faith and spiritual issues, wooed Minow to his site with the promise of a wider audience and the chance to write more general cultural criticism along with her reviews. Her Movie Mom page gets 150,000 to 200,000 visits a month, making Minow, "one of our most popular writers," Waldman says.

Minow, who is also the author of the book "The Movie Mom's Guide to Family Movies," has graded hundreds of films from A to F. Her reviews go beyond a simple accounting of the amount of sex and violence in a movie, offering scrutiny of any overt or subtle messages a child might perceive. She gives "Knowing" a D, for instance, not just because it's "another big, dumb, loud, effects-driven movie," but also because it "sinks from dumb to offensive first when it devotes so much loving detail to the graphic, even clinical depiction of pointless calamity and second when it ultimately and cynically appropriates signifiers of religious import in an attempt to justify itself."

She's a regular guest on at least 15 radio shows around the country, including Washington's WJFK (106.7 FM), where she's down-to-earth and no holds barred. One night, she's on the air with the station's 25-year-old critic, Kevin McCarthy, discussing "Miss March," a gross-out comedy about a guy who wakes up from a coma to find that his high school sweetheart has become a centerfold model. McCarthy laughs uproariously as Minow rants at length about how "brain cells died as I watched the movie," which she's given an F. She gleefully speculates about the origins of the film: "I think [the writers] wrote it on a cocktail napkin while they were high."

She's only slightly less caustic when she's critiquing corporations from her part-time perch at the Corporate Library, an independent firm that researches and analyzes the management structure of top-tier companies. Asked about JPMorgan Chase's plans to spend $120 million on two luxury corporate jets while receiving millions in government bailout funds, Minow called it "a remarkably boneheaded decision" during an interview with ABC News. She was quickly quoted on blog after blog.

Minow, a former government lawyer who was once called a "CEO killer" by Fortune magazine, says her work as a corporate watchdog and her role as Movie Mom aren't as incongruous as they may appear: "I'm basically a systems analyst of movies, of corporations, of pretty much whatever you put in front of me."

***

It's a rainy Monday morning at the annual spring meeting of the Council of Institutional Investors, being held in a ballroom of the Mandarin Oriental hotel in Southwest Washington. Minow walks back to her seat between speeches on "The SEC Agenda" and a panel discussion on the gloomy financial forecast.

"This is the all-stars," she says nodding at her table mates, including Washington attorney John F. Olson, a corporate governance and securities expert who, like nearly everyone else in the room, is tapping away at his BlackBerry. "This is the cool table," Minow adds, smiling.

Though she was named one of the 20 most influential people in corporate governance by Directorship magazine a few years ago, Minow looks slightly less business-y than some of those attending the conference. She's a petite woman with unfussy shoulder-length gray hair, black slacks and a bright-pink sweater. At one point, she confides, in a whisper, "I'm skipping a movie today to be here" -- a screening of Atom Egoyan's moody drama "Adoration."

When an official from the International Monetary Fund is describing in somewhat vague terms why and when the IMF expects a turnaround, Minow heads to the microphone to ask a typically pointed question: "What is the role of institutional investors worldwide in promoting this recovery?" She also wonders whether empowering institutional investors "might have mitigated some of these damages."

"That's a good question," says the IMF official. "I guess there's a simple answer and a deeper answer."

"Give me the deep one!" she says, eliciting a detailed response that emphasizes the need for transparency and regulatory reform, as well as patience on the part of investors. She later calls the answer "reasonably responsive."

Her work in this field began in 1985, when a colleague from the federal government, Robert A.G. Monks, asked her to help him start a new research and analysis company named Institutional Shareholder Services. It was based on a novel idea: that institutional investors "were going to have to take their voting rights seriously," Minow says, rather than simply "sell out of every company if they didn't like something."

She agreed to join Monks because she'd just given birth to her second child, and the job as general counsel would be part-time. ("Some mothers can work full time and be good mothers," Minow says, "but I'm not one of them.") It also met her other requirement: "I have to feel that I'm on the side of the good guys."

In 1990, Minow followed Monks to a firm he established called Lens LLC. It was an activist shareholder investment firm that, Minow reports proudly, outperformed the S&P 500 over the 10 years of its existence. They'd figure out why a certain company was floundering, in part by evaluating the integrity of the management, buy some of its stock and then strongly suggest that the executives fix the problem. When the stock value would jump as a result, they'd sell it and pocket the profit. They played hardball -- once placing a full-page ad in the Wall Street Journal calling the directors of Sears, Roebuck and Co. "nonperforming assets" -- and it worked.

In 1998, Fortune magazine called Minow "a CEO killer," because CEOs kept getting fired from the companies Lens invested in. Minow says the epithet was "a bit of an exaggeration... We were investing in badly performing companies, so the fact that the CEOs got fired was not always attributable to us."

Still, Monks, who has co-authored three books on corporate governance with Minow, remembers when she "was actually spit on" by Peter Grace, the late CEO of W.R. Grace, before an engineering company's board meeting because Minow was "an activist shareholder and was going to ask questions." But when Minow is asked about the spitting story, she laughs uproariously and suggests that it was "more like a wet hissing."

Lens was sold for a reported $20 million, according to Forbes magazine, which pegged Minow's share at $2.6 million -- a figure she declined to comment on. Minow's current company, the Corporate Library, is a decade-old spinoff from Lens. Minow, who has a wry sense of humor, spends much of her time talking to the media about companies' management transgressions, along with editing reports and the Corporate Library blog.

Nobody disagrees that she's got a way with words. John Castellani, president of Business Roundtable, a powerful group of the country's top executives, enjoys matching wits with Minow, calling her the "most delightful foil" in his life.

"Everybody respects her," he says, but, "I think a lot of people fear her, because she's very good at the quip and very sought after as a critic," particularly now, during the country's ongoing economic meltdown. She's pithy and pitiless. Commenting on the excesses of corporate executives, she recently wrote on CNN.com: "I used to compare these guys to Marie Antoinette. Now, the more apt comparison seems to be Nero."

***

Minow's credentials as a critic go back a long way. Her father is Newton Minow, the former chairman of the Federal Communications Commission who famously called television "a vast wasteland" in a 1961 speech.

"The industry, of course, was furious," Nell says, happily. (A "Gilligan's Island" producer was angry enough to name the characters' shipwrecked boat, the S.S. Minnow, in his honor.)

She lived in Cleveland Park for two years of elementary school when her dad served as FCC chairman. Then the family returned to Glencoe, their well-to-do home town in suburban Chicago. She has two younger sisters: Martha, the dean of Harvard Law School who once taught Barack Obama in her law and society class; and Mary, an expert in library law who lives in California.

The three Minow girls were raised with a strong sense of social justice and constant encouragement to voice their opinions, most notably during family dinners. Nell remembers that their father, a partner at Sidley Austin, "would say, 'I had the most amazing case today, and I'm not going to tell you what side I'm on, I'm just going to tell you the two sides. Nell, you be on one side, and Martha, you be on the other side, and Mary be the judge.' " Martha calls these discussions, "the most profound educational experience that we had."

Newton, who at 83 still works as an attorney in Chicago, and their mother, Jo, who is active in a range of activities and causes, were big supporters of public television, allowing their children almost no commercial TV. Then Nell came down with mononucleosis the summer after her sophomore year of high school, and her parents wheeled a little black-and-white portable into her bedroom while she recovered. "I watched a zillion movies," she says.

She started writing movie reviews for the student newspaper at New Trier Township High School, a top-tier public school that has produced an unusually large number of movie stars, including Rock Hudson, Charlton Heston and Ann-Margret. Minow met her husband, David Apatoff, in English class during their senior year. One of their assignments, Apatoff remembers, was to describe "what you would die for." Apatoff claims that he was not the only male student who wrote an essay about Nell Minow. (Minow attributes this attention to "teenage high spirits," though Apatoff, 56, insists, "I was serious.")

When he finally worked up the nerve to ask her out, he suggested they see "Anne of the Thousand Days," a film about the ill-fated marriage of King Henry VIII and Anne Boleyn. Already a critic, she turned him down, finally agreeing to the romantic comedy "Cactus Flower" because, she explains, "I wanted him to see a movie where the relationship ended happily."

Their romance grew more serious, but Apatoff had committed to attend an art program at the University of California, Santa Barbara, and Minow was on her way to Sarah Lawrence in Bronxville, N.Y. They resorted to writing each other long letters every day for two years, until he finally transferred to join her.

After graduation in 1974, she and Apatoff, who is now a partner at Arnold & Porter, both went to the University of Chicago Law School. Minow says she was "drawn to the idea that, in America, change comes through lawyers, basically." (Apatoff says Minow drove the other, rank-conscious law students crazy by rarely bothering to pick up her grades. She still doesn't know what most of them were.) She married Apatoff in her parents' back yard the week after taking the bar exam.

She acknowledges that her life could have taken a radically different turn right after law school. She had two job offers: one as a prosecutor for the Cook County State's Attorney's Office and the other as a writer for the daytime soap opera, "Days of Our Lives." She'd been watching the soap between classes every day, she says, and "I thought I knew what should happen," so she sent in a script and won over the producers.

Instead, she and her new husband moved to Washington, where Apatoff had been offered a job at the newly created Department of Energy. Minow went to work at the Environmental Protection Agency as a special assistant to the general counsel.

More than three decades later, they live on a quiet street in McLean, in a book-filled home whose walls are covered with Apatoff's vast collection of illustrations from magazines, advertisements and comic strips. On a Thursday morning, Minow kisses Apatoff goodbye, then sits at her kitchen table in front of a blueberry scone and a mug of tea. She waits for the phone to ring at precisely 9:50 for her weekly call from KXLY FM radio in Spokane, Wash. It's her sixth radio interview of the morning. She snaps expertly into her Movie Mom persona, riffing about "State of Play," starring Russell Crowe.

"He's not too heart-throbby in this one," she says of Crowe. "He's in his chubby mode."

She hangs up a few minutes later and heads down to her basement office, where a 46-inch TV -- the only television in the house -- is usually tuned to Turner Classic Movies. "It's a little decadent," Minow says, nodding toward the massive television, "but I figure it's for my job."

The previous night, she watched Ginger Rogers and Fred Astaire in "Swing Time" with her daughter, Rachel, who will head to the University of Washington for an MFA in costume design in the fall. Rachel says she and her brother, who works for the New York Transit Museum in Brooklyn, weren't allowed to watch TV growing up, but "I've seen a lot of old movies that my friends haven't, especially golden-era Hollywood musicals and Fred Astaire-and-Ginger Rogers-type stuff."

Minow figures she usually watches a movie a day, many for her own enjoyment, and reviews about three films each week on her blog and the radio. She sees all the biggies, not just the obvious kid flicks, she says, because she thinks parents really need more advice about R and PG-13 movies. She calls them "the no-man's land of the rating system. You really have no idea what you're getting, and those are the movies that kids go to with their friends."

***

On a Tuesday evening, Minow exits a Friendship Heights theater where she's just seen "Hannah Montana: The Movie." It's based on the eponymous TV show that stars Miley Cyrus as a normal high school girl who, with the help of a blond wig, manages to juggle a secret life as a famous singer.

The audience consisted of girls who looked about 8 or 9, the general age of Hannah Montana's fan base, and the movie was undeniably corny. But on her way out Minow tells the movie company rep, "I liked it." While a swarm of excited girls circles ABC 7's Arch Campbell as he films a TV spot in the lobby, Minow moves off to the side, and explains, "I always watch the movie with the intended audience in mind. Otherwise, everything's, Well, it's not 'Citizen Kane.' "

Minow spends about half her time on movie criticism and half on corporate governance issues and revels in how different they are. "I especially like going back and forth between two things," she says, so neither becomes stale.

To illustrate how she happily volleys from one job to another, she sends a one-sentence e-mail one day to report, "So far this morning I (1) interviewed the actors playing Dora and Diego in the 'Dora the Explorer' live show and (2) voted proxies for one of the world's largest shareholders in three major financial institutions."

She loved it when a reporter from a business news service recently e-mailed her with a dual query: "nell, do you have a minute to talk about new rules to regulate exec compensation? also, i need to know if i can take my 6-yr-old to Star Trek. he's dying to see it."

And sometimes, inevitably, the two careers do meet. Before a speech on corporate governance, for instance, she sometimes plays the first few minutes of "The Solid Gold Cadillac," a 1956 comedy about a small shareholder who shakes up a huge corporation. (She showed her kids this movie when they were young, explaining, "This is what Mommy does at the office.") Her Movie Mom blog includes a list of her top corporate governance movies, including "Enron: The Smartest Guys in the Room" and "The Hudsucker Proxy."

Of her two careers, she says, "I like them both very much." But it's harder to imagine her ever growing tired of the Movie Mom half of her life; she's so in love with all things film.

Her friend Desson Thomson, a former movie critic for The Washington Post, sometimes ribs her for being, as he puts it, "goofily blissful" when it comes to watching movies. He says, "I never have met anyone in the business who simply enjoys being at a movie so much -- even if it's the hokiest musical. I'm absolutely appalled about 80 percent of the time, and then I look over at her, and she's just so happy to be there."

Minow concedes that the other critics, who "are grumpy by nature," often come to screenings cynically rolling their eyes at having to watch something such as "Space Chimps." But, she notes, "I'm generally pretty upbeat about it. And I always say, 'Listen, the worst movie is more fun than the best meeting about Sarbanes-Oxley,' " the esoteric investor protection act passed by Congress in 2002. "So I'm in a good spot."

Christina Ianzito is a contributing writer for the Magazine. She can be reached at cianzito@gmail.com.

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