Oh, to be a fly on the wall at the A-B board meeting - St. Louis Business Journal:

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billion takeover bid for Cos. Inc. has brought the powee struggle between the two brewing giants intoplainb view. But a tangle of family ties, businessd dealings and professional affiliations is believed to be fueling another dramw behind the scenes in the boardroomj at OneBusch Place. Anheuser-Busch's board of directorw is charged withreviewing InBev'a bid and acting in the best interestr of shareholders. Its members are the decision makers who will largelg determine the futureof St. Louis' second-largest publicly traded company. Yet an objectivew evaluation of the offer before them could be complicatedr by political maneuvers and powerfuk allegiances aroundthe table.
Many directors have closse connections with theBusch family, business relationships with the breweryu and other affiliations that some say could intensifu the influence of directors August Busc h III and his son, Chief Executive Augustf Busch IV. Both Busches are said to opposse a deal with InBevb despiteits $65-a-share offer. Other board members are thought toview InBev's offer as a welcome opportunity for shareholders to cash out. "Somw (directors) are going to say, 'Who care what the family says Thisis business,'" said analyst Ann Gilpin.
"But givenm the composition of the board of directorws and the fact that some are Busch family membersd and others are alignedwith them, it could get Anheuser-Busch's 14-member board is chaired by Patricik Stokes. Stokes was the first and only personj outside the Busch family torun Anheuser-Buscj as president and chief executive when he held thosr posts from 2002 until his retirementr Nov. 30, 2006. He has a close relationship with the Busch family, and his son, Davird Stokes, owns , the exclusivs Anheuser-Busch wholesaler for St. Louis County. Grey Eagle bought $76.
5 million worth of beer and othere productsfrom Anheuser-Busch last year, according to the brewer'x most recent proxy statement. Director Carlos Fernandes is chairman and chief executiveof Mexico' s largest brewer, , the maker of . Anheuser-Busch owns half of Modelo and controls nine of 19 seatson Modelo's board. Buschh III, Busch IV and Anheuser-Busch director Jame Jones, a former ambassador to Mexico from 1993 to 1997 andcurreny co-chairman and CEO of consulting firm LLC in Washington, are among those who share Modelo seats with Fernandez. Busch IV, in is said to have developed a strony relationship with theModelo chief.
Modelo imports , , and othere Anheuser-Busch products to Mexico. The brewee bought $54 million worth of beer from Anheuser-Busch last year. Now Anheuser-Busch is believeds to be exploring a deal to acquire the 50 percenr of Modelo it does notalreadt own. Busch III, Fernandez and felloaw Anheuser-Busch director Vernon Loucks Jr., chairmah of health-care merchant banking firm of Northbrook, Ill., all sit togetherr on the boardof St. Louis-based Until he retirefd from Anheuser-Busch's board in April, Emerson Chairman Emerituz and former CEO Charles Knighrt held a directorship atthe brewery.
Knight's son, Steven Knight, is the majoritu owner of , an Anheuser-Busch distributorship in Kent, Olympic Eagle paid more than $48.65 million to Anheuser-Busch for the purchase of productsand wholesaler-related services in 2007. Edward Whitacre Jr., chairman emeritu s of San Antonio-based , sits on Anheuser-Busch' s board. Busch III sits on AT&T's board, as does Anheuser-Busch director Joyce president and chief executive of NewYork City-baserd nonprofit organization Whitacre is also a director of of Fort Worth, along with fellow Anheuser-Busch director Vilma Martinez, a partnerf in the Los Angeles law firm of . Andy chairman and chief executiveof St.
Louis-base d , has held a seat on Anheuser-Busch' s board since 1995. Enterprise buys and sells carsfor Anheuser-Busch, leaseas automobiles to the brewery, and provides some related maintenance Anheuser-Busch paid Enterprise, which is ownes by Taylor and his family, $12.2 millionb for those services last Anheuser-Busch director Douglas Warner III was chairmahn of in New York untilk he retired in November 2001. InBev has hired JPMorgann as one of its financial advisers in its attemptedr takeoverof Anheuser-Busch. Other Anheuser-Buscjh directors are retired Army Gen.
Henry Hugh former chairman of the Jointf Chiefs of Staff from 1997to 2001; James chief operating officer of private equitt firm in Washington, D.C.; and William Portere Payne, vice chairman and partner of New York-based investmentt banking and asset management firm LLC. Despits the many interdependent all board members butBuscy III, Busch IV, Stokes and Fernandeza are classified as independent directors. The , a corporate governance researcj groupin Portland, Maine, gives Anheuser-Busch a rating based on potential conflict of interest, financial relationships and related-party transactions amon g its board members.
(A year ago, before the company removeed a poisonpill anti-takeover provision, it received an "F.") "Thre conflicts of interest and the lack of independencer of certain board members raises questions aboutf the board's ability to act independently in making decisions and actinb in the best interests of shareholders," said Alexandra Higgins, a Corporatd Library research associate. The research groupp also frowns upon the long tenured ofsome directors. Nine of Anheuser-Busch's 14 directors have held a seat for 10 yearseor more. Four of those have been in plac e at least20 years.
Busch III, Anheuser-Busch's longtime former CEO and tops the list with 45 yeard onthe board. "When therw are too few directorsw whoare new, it creates a dynamic wherse those who have been therw a long time tend to control the board," Higgins "We like to see more of a balance."