What were the governance terms and board membership details of the 1989 Macmillan/McGraw‑Hill joint venture?
Executive summary
The 1989 Macmillan/McGraw‑Hill joint venture was structured as an equal, 50–50 general partnership combining elementary, secondary and vocational textbook operations, headquartered in Chicago, with Richard T. Morgan named president and chief executive of the new company [1] [2]. McGraw‑Hill paid $190 million for two Maxwell units and contributed them to the partnership to equalize the partners’ economic stakes, and the deal included a separate 15‑year standstill that limited Maxwell’s ability to bid for McGraw‑Hill [3] [2] [4].
1. Deal structure and ownership — a 50/50 general partnership with shared economic control
Contemporary reporting describes the Macmillan/McGraw‑Hill School Publishing Company as a general partnership owned equally by McGraw‑Hill and Macmillan (the Maxwell subsidiary), with both partners holding 50 percent of the firm and operating as co‑owners of the combined K‑12 publishing business [1] McGraw-Hill-Maxwell-reach-standstill-agreement/8064611380800/" target="blank" rel="noopener noreferrer">[5]. The partners explicitly framed the arrangement as a joint enterprise rather than an outright merger or acquisition, and both companies indicated the possibility of later taking the new company public [2].
2. Financial equalization and contributed assets — what each side put in
Because Macmillan’s school publishing operations were materially larger, McGraw‑Hill agreed to buy Maxwell’s Science Research Associates and London House units for $190 million in cash and to contribute them to the partnership, a step described by the companies as intended to balance the partners’ contributions [3] [2]. Press accounts quantified the combined venture’s annual sales at roughly $440–$480 million, and noted that the Macmillan units had significantly higher 1988 revenues and operating profits than the McGraw‑Hill units being contributed [3] [2] [6].
3. Governance form, executive leadership and board information — what is documented (and what is not)
The primary governance detail publicized at launch was the operating form (general partnership) and the chief executive appointment: Richard T. Morgan, then president of Macmillan’s educational publishing operations and former president of Scott Foresman, was named president and CEO of the joint company [1]. Contemporary sources emphasize equal ownership rather than an elaborate board structure, and reporting does not provide a contemporaneous roster of board members or a detailed allocation of voting/control rights beyond the 50/50 ownership statement, so authoritative information on the joint venture’s board composition or separate governance committees is not available in the provided sources [1] [2]. If board membership is essential, primary filings, company press releases from mid‑1989, or archived SEC/Hart‑Scott‑Rodino filings would be the next places to check; the present reporting does not list directors beyond the named CEO [2].
4. Regulatory, strategic and defensive governance elements — antitrust review and standstill
The transaction was subject to Hart‑Scott‑Rodino review and other antitrust considerations because it combined substantial school‑publishing market shares, and the partners announced the arrangement alongside a standstill agreement under which Maxwell’s affiliate agreed not to seek control of McGraw‑Hill for 15 years—an explicit governance‑adjacent term designed to neutralize takeover speculation and stabilize corporate control [3] [4] [5]. Analysts contemporaneously interpreted the deal as partly defensive—a way for McGraw‑Hill to blunt Maxwell’s influence and potential acquisition activity—so the governance package served both operational and strategic corporate‑control aims [2] [5].
5. Limits of the record and how to fill gaps
Reporting from major outlets and trade press in 1989 establishes ownership split, the partnership form, assets contributed and the CEO appointment, but does not publish a definitive list of board directors or a clause‑by‑clause governance charter in the sources provided [1] [3] [2]. For precise board membership, voting thresholds, veto rights or profit‑allocation formulas, the original joint‑venture agreement, contemporaneous proxy statements or court/antitrust filings (Hart‑Scott‑Rodino submission) would be required; those documents were not among the supplied sources and therefore cannot be authoritatively summarized here [3] [7].