The Very Curious Case Of Patricia Russo -- Now, Her Old Boss's "Boss" -- At GM

Earlier in 2010, I detailed some of the more-cloyingly transparent developments in the refinishing, and refurbishing of Patricia Russo's CV -- repainting her as some sort of corporate reformer.

Thankfully for pharma investors, she is not the lead director at Merck -- but depressingly, for auto company bondholders -- Patricia Russo is now the lead director at GM. Here is the relevant portion of GM's SEC Form 8-K, filed last night:

. . . .On March 2, 2010, the Board of Directors of GM amended sections 2.4 and 2.6 of the Company’s Bylaws regarding special meetings and the election of chairman, all effective immediately.

Section 2.4 has been amended to permit the lead director, if appointed, to call special meetings of the Board.

Section 2.6 has been amended to: (a) permit the Board to elect an independent or a non-independent director as Chairman in its discretion; (b) provide for the Board to designate an independent lead director in the event the Chairman is not considered “Independent”; and (c) permit the lead director to preside at Board meetings in the absence of the Chairman. [Editor's Note: This same weakened version of the lead director role was in-force at legacy Scheirng-Plough, when Russo served there as lead director, during May 2009, to November 2009.]

At the same meeting, the GM Board has designated Patricia F. Russo, a member of the GM Board since July 2009, as lead independent director, effective immediately. . . .

Take a moment to ponder this -- a person with no auto industry experience (and almost no collective-bargaining/unionized workforce experience), and only nine months on the board (i.e., she's perhaps been to nine meetings of the board, in total), is now in charge of the corporate governance of a recently clearly-failing, yet now wending its way through reorganization, non-public approximately $140 billion-in-recent-annualized-revenue heavy-steel enterprise -- one with over 200,000 employees (at September 2009; under 190,000 today), many of them unionized. An enterprise that delivered to retail just over 2 million vehicles, in the full-year 2009. What can one person, with nine half day meetings as her total experience, possibly know about leading the board of such a far-flung and complicated morass, all while overseeing her former boss, here -- Ed Whitacre?

Honestly, it looks to me like she has been chosen (in part) to play the docile lead -- vis-a-vis her active underling (not so terribly long ago her boss -- at ATT/Lucent), one GM Chairman Ed Whitacre. Cozy.

And now no matter how GM's reorganization turns out -- no one will remember her role as docile enabler, first on the Compensation Committee, then as its chair (when Hans Becherer stepped down in May 2009), and then as lead director, for a partial year -- at legacy Schering-Plough, serving in essence as a rubber-stamp for the active (and sticky-fingered) Chairman and CEO, Fred Hassan.

And her CV would otherwise then be well-scrubbed -- but this will remain. Right here.