HOUSTON, SEPT. 16 -- It was the corporate raider against the corporate executive in front of a very corporate crowd.
If crowd reaction was any guide, the raider won on points.
"I believe that takeovers solve more problems than they create," said T. Boone Pickens Jr., whose raids on companies such as Gulf Corp., Phillips Petroleum Co. and, most recently, Newmont Mining Corp. have made him the scourge of most American top executives. "The system is purging itself of abuses that have gone on for years in corporate America."
But John B. Schwemm, chairman of R.R. Donnelly & Sons Co., a large Chicago-based printing concern, retorted, "We face a clear and present danger. ... Is it really in the national interest of the United States to drag one of our largest corporations onto the killing fields each week?"
The audience, several hundred corporate executives attending a mergers and acquisitions forum sponsored by Arthur Andersen & Co., the accounting firm, applauded both positions. But by the end of the 90-minute program, Pickens' folksy manner and digs at Big Business were getting the warmest responses -- even though he ducked some of the tougher questions from the audience.
Schwemm, though not well-known in national corporate circles, is one of the few chief executives who has been willing to share a stage with Pickens to debate takeover issues. During the past few years, groups such as the Business Roundtable have tried repeatedly to get a top executive to go one-on-one with the articulate Pickens. Until today, there had been no takers.
Richard C. Adkerson, one of the directors of the conference, said the debate was set up because letting Pickens speak alone "was sort of like having the Ayatollah Khomeini speak on world religious trends."
Schwemm volunteered for the debate, although he didn't say why. A member of Stakeholders in America, a group that lobbies for tighter laws governing takeovers, Schwemm said, "The worst and far away most dangerous aspect of the hostile takeover environment is that it forces management and boards of directors to think and act short-term." That, in turn, hurts American competitiveness, he said.
"I don't want to prevent or prohibit hostile or unhostile takeovers," he said. "I want to change the legislative environment so we can make a more intelligent decision" on each deal.
Schwemm outlined a program similar to several of those being considered in Congress to curb takeover abuses, including reducing the time potential buyers have before announcing they have bought a stake in a company, changing the threshold of disclosure of stock ownership to 2 percent from 5 percent, banning greenmail (the practice of buying stock and selling it back to the company at a premium price), giving more time to stockholders to consider takeover offers, and requiring potential buyers file "community impact statements" on target companies.
Schwemm also called for Congress not to legislate away the ability of individual states to make their own antitakeover laws, a right upheld earlier this year by the Supreme Court in a case involving an Indiana law. Since that case was decided, several states have adopted more restrictive antitakeover regulations, sometimes to prevent specific deals.
Pickens, however, said he was opposed to any additional takeover legislation, particularly at the state level.
"If you're going to go with state takeover laws, you're going to have 50 different kinds of laws," he said, adding that he feared each state law would be crafted with the help of the largest company in each state.
Pickens countered Schwemm's charge that takeovers are weakening American corporations by citing several studies showing no reduction in overall productivity or research and development as the result of the sharp increase in takeover activity in recent years. "In spite of the CEOs' rhetoric, there's no evidence to support the argument that corporate takeovers inhibit economic growth," he said.
"Takeovers are the driving force of the restructuring of corporate America," Pickens said. "Restructuring is leading to a leaner and more efficient corporate America, which is better able to compete internationally than ever before."
However, Pickens failed to respond directly to some questions about why his company, Mesa Limited Partnership, has corporate rules making a takeover of Mesa fairly difficult, or on whether he had to make takeover bids for other companies to help bring in income for Mesa.
Still, Pickens scored heavily on Schwemm several times during the debate, questioning, for instance, why Donnelly had adopted antitakeover protections just before it made a string of takeovers itself. And in one of the debate's most humorous moments, Pickens teased Schwemm about his involvement on more than a dozen corporate, civic and charitable boards -- a list Pickens duly read off. "How do you have time to do your job?" he asked Schwemm, who declined to respond.