Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism

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Author : Jeff Gramm
Genre : Business & Economics

Summary : A sharp and illuminating history of one of capitalism’s longest running tensions—the conflicts of interest among public company directors, managers, and shareholders—told through entertaining case studies and original letters from some of our most legendary and controversial investors and activists. Recent disputes between shareholders and major corporations, including Apple and DuPont, have made headlines. But the struggle between management and those who own stock has been going on for nearly a century. Mixing never-before-published and rare, original letters from Wall Street icons—including Benjamin Graham, Warren Buffett, Ross Perot, Carl Icahn, and Daniel Loeb—with masterful scholarship and professional insight, Dear Chairman traces the rise in shareholder activism from the 1920s to today, and provides an invaluable and unprecedented perspective on what it means to be a public company, including how they work and who is really in control. Jeff Gramm analyzes different eras and pivotal boardroom battles from the last century to understand the factors that have caused shareholders and management to collide. Throughout, he uses the letters to show how investors interact with directors and managers, how they think about their target companies, and how they plan to profit. Each is a fascinating example of capitalism at work told through the voices of its most colorful, influential participants. A hedge fund manager and an adjunct professor at Columbia Business School, Gramm has spent as much time evaluating CEOs and directors as he has trying to understand and value businesses. He has seen public companies that are poorly run, and some that willfully disenfranchise their shareholders. While he pays tribute to the ingenuity of public company investors, Gramm also exposes examples of shareholder activism at its very worst, when hedge funds engineer stealthy land-grabs at the expense of a company’s long term prospects. Ultimately, he provides a thorough, much-needed understanding of the public company/shareholder relationship for investors, managers, and everyone concerned with the future of capitalism.

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Author : Jeff Gramm
Genre : Business & Economics

Summary : A sharp and illuminating history of one of capitalism’s longest running tensions—the conflicts of interest among public company directors, managers, and shareholders—told through entertaining case studies and original letters from some of our most legendary and controversial investors and activists. Recent disputes between shareholders and major corporations, including Apple and DuPont, have made headlines. But the struggle between management and those who own stock has been going on for nearly a century. Mixing never-before-published and rare, original letters from Wall Street icons—including Benjamin Graham, Warren Buffett, Ross Perot, Carl Icahn, and Daniel Loeb—with masterful scholarship and professional insight, Dear Chairman traces the rise in shareholder activism from the 1920s to today, and provides an invaluable and unprecedented perspective on what it means to be a public company, including how they work and who is really in control. Jeff Gramm analyzes different eras and pivotal boardroom battles from the last century to understand the factors that have caused shareholders and management to collide. Throughout, he uses the letters to show how investors interact with directors and managers, how they think about their target companies, and how they plan to profit. Each is a fascinating example of capitalism at work told through the voices of its most colorful, influential participants. A hedge fund manager and an adjunct professor at Columbia Business School, Gramm has spent as much time evaluating CEOs and directors as he has trying to understand and value businesses. He has seen public companies that are poorly run, and some that willfully disenfranchise their shareholders. While he pays tribute to the ingenuity of public company investors, Gramm also exposes examples of shareholder activism at its very worst, when hedge funds engineer stealthy land-grabs at the expense of a company’s long term prospects. Ultimately, he provides a thorough, much-needed understanding of the public company/shareholder relationship for investors, managers, and everyone concerned with the future of capitalism.

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Author : Owen Walker
Genre : Business & Economics

Summary :

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Author : Ronald D. Orol
Genre : Business & Economics

Summary : Activist hedge fund managers represent a small part of the $1.5 trillion hedge fund industry, but their approach is causing a stir among traditional managers and the investment community because they are shaking up the corporate establishment and making money for their investors. These types of managers are here to stay and Extreme Value Hedging tells the story of their rise to power in the U.S. and how they are spreading their influential gospel around the globe to places like China, Ukraine, South Korea and Sweden. Author Ronald D. Orol has a unique understanding of this world and through this book he shares his unparalleled insights in an easy to comprehend manner. He discusses everything from activist investor efforts to breakup the clubby insider world of corporate boardrooms to their deal-making or breaking pressure tactics and courtroom battles. Orol skillfully makes his case for each subject by offering revelations and examples from insiders like Ralph Whitworth, (Relational Investors), Guy Wyser-Pratte, (Wyser-Pratte Management), Mark Schwarz, (Newcastle Capital Group LLC), Robert Chapman (Chapman Capital), Phillip Goldstein (Opportunity Partners), Jeffrey Ubben (ValueAct Capital), Jeffrey M. Solomon (Ramius Capital Group LLC), Michael Van Biema (Van Biema Value Partners), Eric Rosenfeld (Crescendo Partners), Lars Förberg (Cevian Capital) and Emanuel Pearlman (Liberation Investment Group), among many, many others.

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Author : Hans Greimel
Genre : Business & Economics

Summary : Named one of the Best Business Books of 2021 by The Wall Street Journal In Japan it's called the "Ghosn Shock"—the stunning arrest of Carlos Ghosn, the jet-setting CEO who saved Nissan and made it part of a global automotive empire. Even more shocking was his daring escape from Japan, packed into a box and put on a private jet to Lebanon after months spent in a Japanese detention center, subsisting on rice gruel. This is the saga of what led to the Ghosn Shock and what was left in its wake. Ghosn spent two decades building a colossal partnership between Nissan and Renault that looked like a new model for a global business, but the alliance's shiny image fronted an unsteady, tense operation. Culture clashes, infighting among executives and engineers, dueling corporate traditions, and government maneuvering constantly threatened the venture. Journalists Hans Greimel and William Sposato have followed the story up close, with access to key players, including Ghosn himself. Veteran Tokyo-based reporters, they have witnessed the end of Japan's bubble economy and attempts at opening Japan Inc. to the world. They've seen the fraying of keiretsu, Japan's traditional skein of business relationships, and covered numerous corporate scandals, of which the Ghosn Shock and Ghosn's subsequent escape stand above all. Expertly reported, Collision Course explores the complex suspicions around what and who was really responsible for Ghosn's ouster and why one of the top executives in the world would risk everything to escape the country. It explains how economics, history, national interests, cultural politics, and hubris collided, crumpling the legacy of arguably the most important foreign businessman ever to set foot in Japan. This gripping, unforgettable narrative, full of fascinating characters, serves as part cautionary tale, part object lesson, and part forewarning of the increasing complexity of doing global business in a nationalistic world.

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Author : Lisa M. Fairfax
Genre : Corporate governance

Summary : This book offers a succinct, practical guide for understanding what some have referred to as shareholder democracy--efforts to facilitate and increase shareholder voting power within the corporation. In the past few years there has been a surge in shareholder activism that has had a profound impact on the corporation. Shareholders and other activists have sought to increase shareholders' voting power within the corporation based largely on the belief that increasing shareholder power will increase director and officer accountability, thereby helping to curb corporate misconduct and improve corporate performance. However, there is intense debate regarding whether increased shareholder power can achieve such objectives and whether increased shareholder power will negatively impact the corporation. This book is the first to provide a concise, but comprehensive look at the various ways in which shareholders have sought to enhance their voting power and influence within the corporation. In addition to examining shareholder activism, this book highlights and analyzes the debate regarding the propriety of increased shareholder power. This book also analyzes the impact of recent developments aimed at facilitating shareholder power such as majority voting, say on pay, and proxy access. This book will serve as a useful tool not only for those who desire a straight-forward analysis of shareholder rights and activism, but also for those seeking a reference guide on an issue of growing importance to corporate law and corporate governance.

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Author : Tobias E. Carlisle
Genre : Business & Economics

Summary : The economic climate is ripe for another golden age of shareholder activism Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations is a must-read exploration of deep value investment strategy, describing the evolution of the theories of valuation and shareholder activism from Graham to Icahn and beyond. The book combines engaging anecdotes with industry research to illustrate the principles and methods of this complex strategy, and explains the reasoning behind seemingly incomprehensible activist maneuvers. Written by an active value investor, Deep Value provides an insider's perspective on shareholder activist strategies in a format accessible to both professional investors and laypeople. The Deep Value investment philosophy as described by Graham initially identified targets by their discount to liquidation value. This approach was extremely effective, but those opportunities are few and far between in the modern market, forcing activists to adapt. Current activists assess value from a much broader palate, and exploit a much wider range of tools to achieve their goals. Deep Value enumerates and expands upon the resources and strategies available to value investors today, and describes how the economic climate is allowing value investing to re-emerge. Topics include: Target identification, and determining the most advantageous ends Strategies and tactics of effective activism Unseating management and fomenting change Eyeing conditions for the next M&A boom Activist hedge funds have been quiet since the early 2000s, but economic conditions, shareholder sentiment, and available opportunities are creating a fertile environment for another golden age of activism. Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations provides the in-depth information investors need to get up to speed before getting left behind.