1991, I ran a campaign to join the board of directors at Sears, Roebuck Co. An outside candidacy was not just unorthodox; in the practice of corporate America, it simply wasn’t done. It was as if I’d invited myself to join the Somerset, or some other very exclusive club. I knew it was a longshot, but at the very least, my campaign would make my case about what had become my consuming interest: the inadequacy of governance in corporations.

In theory, shareholders’ ability to elect independent directors was the mechanism by which the values and concerns of owners were communicated to management. These elections were critical to “corporate democracy,” analogous to citizens electing their representatives to Congress to keep the executive branch in check. In reality, though, almost all directors were corporate creatures. Rather than being elected, they were appointed by executive management. And just as in a political dictatorship, the corporate appointees typically offer no resistance to whatever the CEO wants to do. Even if I lost the election, I figured the process would still make my point about the myth of “elections” and “independent” directors.

I chose to focus my efforts on Sears for multiple reasons. The once-great company had been underperforming badly for years, a large part of the reason it was ranked in the bottom 1% of Fortune magazine’s most admired managements. Its governance profile was also poor, to put it mildly. The CEO of Sears, Edward Brennan, also held the positions of Chairman, chief executive of retail, trustee of the employee benefit plan, and the head of the nominating committee for directors. In short, Sears was effectively a monarchy. Finally, the company had expanded into financial services in recent years, which meant I could offer my expertise in that area as a director.

I started my campaign by buying 100 shares of Sears stock. Arthur Dubow bought another 100 and went through the process of nominating me as a director. Almost immediately after that, we met our first obstacle. The nominating materials were returned to Arthur because the deadline had recently been changed from “at least 90 days before the meeting” to “at least 60 days before the meeting but no more than 90 days before.” Creating this 30-day window was transparently an obstacle to nominating independent directors. However, in comparison to what was going to come, this ridiculous technicality was playing nice. I had known Sears would push back on my candidacy, but I had no idea to what extent they would go.

Several months later, I was sued by Sears for requesting the addresses of the company’s 344,000 nonemployee shareholders (which I needed to mail my proxy materials to them). The company claimed I was interested only in promoting myself as an activist, but their real motivation was glaringly obvious. In addition to suing to prevent me from contacting shareholders, they requested that I pay their legal fees. Sears was signaling to me that they would use their considerable resources to launch frivolous, but expensive, lawsuits whenever they could.

The company also refused to let me contact their shareholding employees unless I paid them $300,000 to deliver my proxy materials. When I refused, my name was omitted from the employees’ ballots, which meant that 23% of the total shareholders had no practical way to vote for me.

Even after years of watching corporations avoid responsibility, I was stunned at how much money and resources the company was willing to expend to keep me off the board. Sears even shrunk the size of their board from 15 to 10 directors, thereby leaving open only 3 seats instead of 5. The company publicly admitted that the significant change was no coincidence–it was one more strategy to deny me a directorship.

Sears also enlisted an army of financial and proxy services companies, developed opposition research on me, and assigned 30 of its employees to make sure I didn’t get enough votes to join the board. The company shamelessly announced that it expected to spend $5,550,000 in the 1991 election above what it did in a “normal” uncontested election. In other words, the management was willing to spend $5.5 million of a failing company’s money to defeat me! In the end, I personally invested a $750,000 inheritance from my mother–who had also been keen on activism–in my campaign. But Sears outspent me many times over with what amounted to $23 million in legal battles. Its leadership was willing to permit large financial losses just to create the impression that reformers are a mere loathsome lot to debunk.

The aggressive posture of the company was so extreme that I transferred all my personal property into a trust as a safeguard against an expected avalanche of spurious lawsuits. I turned down an appearance on the “Tonight Show”–a golden opportunity to spread my message and appeal to Sears shareholders–because I thought that poking the bear on national television would provoke a furious barrage of legal and PR actions against me. At one point, I even wondered if a car that hit me while I was biking–putting me in the hospital with multiple broken bones–was a pure accident.

That said, I didn’t back down from the fight. My most aggressive action was spending over $100,000 to take out a full-page advertisement in the Wall Street Journal with the bold headline “Non-Performing Assets” and the silhouettes of the Sears’ directors.

- Robert A.G. Monks