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Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism, by Jeff Gramm
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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.
- Sales Rank: #15071 in Books
- Published on: 2016-02-23
- Released on: 2016-02-23
- Original language: English
- Number of items: 1
- Dimensions: 9.00" h x 1.05" w x 6.00" l, .0 pounds
- Binding: Hardcover
- 320 pages
Review
“. . .an excellent read. . .Mr. Gramm has collected a series of deliciously rich letters, many of which were never before published, sent to chief executives by investors by everyone from Warren Buffett to Ross Perot.” (Andrew Ross Sorkin, The New York Times)
“An engaging and informative book…Eight investor’s letters that sum up some of the great agency-problem battles in the history of American business. It is a valuable set of stories.” John Lanchester, The New Yorker (John Lanchester, The New Yorker)
“…concise account of the spread of the particular form of corporate democracy called ‘shareholder activism,’… a grand story.” (Wall Street Journal)
“Gramm . . . is an engaging and critical guide to a century of US activism and activists” (Financial Times (Summer Reading List))
Jeff Gramm shows in his lively, well-researched book (Business Strategy)
a revelation: a lively account of a long war against corporate and investor smugness (The Financial Times)
“It’s an illuminating read for those wondering what drives activists, and includes occasional references to music (another Mr. Gramm hobby) with lucid observations on investors and corporations.” (Wall Street Journal)
illuminating and often wildly entertaining (Huffington Post)
“Jeff Gramm has a refreshing approach to the generations-long conflict between entrenched corporate management and shareholder activists. Gramm illustrates this seemingly never ending struggle for corporate control by examining specific well known and surprisingly interesting examples. Dear Chairman is an engaging and worthwhile read.” (-Alan Greenspan, Former Chairman of the Board of Governors, Federal Reserve System)
“Public companies face the high standards of the marketplace: fill a need, grow, and remember always that you are the trustee of your stockholders’ money. Dear Chairman is a fascinating and colorful history. It should be required reading for anyone who wants to participate as investor or manager.” (-Charles R. Schwab, Chairman, The Charles Schwab Corporation-Charles R. Schwab, Chairman, The Charles Schwab Corporation)
“The story of the rise of shareholder activism has never been told as compellingly and instructively as Jeff Gramm offers it in Dear Chairman, a book that dissects the dramatic deals and brings to life the unbelievable characters of the past 100 years.” (-Arthur Levitt, Former Chairman, U.S. Securities and Exchange Commission-Arthur Levitt, Former Chairman, U.S. Securities and Exchange Commission)
“When major shareholders get actively involved, how do they think about companies and their value? Jeff Gramm breaks new ground in a book which is exciting, wise, well-written, and above all else instructive and useful.” (-Tyler Cowen, New York Times bestselling author of The Great Stagnation, professor of economics George Mason University)
“This is a rare book, masterful in both technical understanding and in narrative.” (-Amity Shlaes, author of Coolidge and The Forgotten Man)
“Jeff Gramm’s fascinating archaeology of shareholder activism lays bare the foundation upon which today’s turbulent, performance oriented stock market stands. Dear Chairman is an important, interesting, and insightful history.” (Frederick W. SmithChairman & CEOFedEx CorporationFrederick W. SmithChairman & CEOFedEx CorporationFrederick W. SmithChairman & CEOFedEx CorporationFrederick W. Smith, Chairman and CEO, FedEx Corporation)
“The letters give insight into how shareholder activism can both benefit and harm companies. Gramm’s findings will intrigue and inform history buffs and activist shareholders alike. ” (Publishers Weekly)
From the Back Cover
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 original letters from some of our most legendary and controversial investors and activists.
Disputes between shareholders and major corporations make daily headlines. But the struggle between management and those who own stock has been going on for nearly a century. Mixing never-before-published 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 of 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.
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 entertaining voices of its most colorful, influential participants.
A hedge fund manager and an adjunct professor at Columbia Business School, Gramm has observed public companies that are poorly run, and some that willfully disenfranchise their shareholders. He pays tribute to the ingenuity of public company investors, but also exposes examples of shareholder activism at its very worst. 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.
Advance Praise for Dear Chairman
“Public companies face the high standards of the marketplace: fill a need, grow, and remember always that you are the trustee of your stockholders’ money. Dear Chairman is a fascinating and colorful history of what resulted when that was occasionally forgotten or ignored. It should be required reading for anyone who wants to participate in our great ownership system, as investor or manager.”—Charles R. Schwab, chairman, the Charles Schwab Corporation
“Jeff Gramm’s fascinating archaeology of shareholder activism lays bare the foundation upon which today’s turbulent, performance-oriented stock market stands. Dear Chairman is an important, interesting, and insightful history.”—Frederick W. Smith, chairman and CEO, FedEx Corporation
“When major shareholders get actively involved, how do they think about companies and their value? Jeff Gramm breaks new ground in a book which is exciting, wise, well written, and, above all else, instructive and useful.”—Tyler Cowen, professor of economics, George Mason University, and New York Times bestselling author of The Great Stagnation
“This is a rare book, masterful in both technical understanding and in narrative.”—Amity Shlaes, author of Coolidge and The Forgotten Man
“Jeff Gramm has a refreshing approach to the generations-long conflict between entrenched corporate management and shareholder activists. He illustrates this seemingly never-ending struggle for corporate control by examining specific well-known and surprisingly interesting examples, including correspondence ranging from the fabled Benjamin Graham to John D. Rockefeller Jr. in 1927, from Ross Perot to General Motors CEO Roger B. Smith in 1985, and more. Dear Chairman is an engaging and worthwhile read.”—Alan Greenspan, former chairman of the board of governors, Federal Reserve System
About the Author
Jeff Gramm runs a hedge fund and has served on several public company boards of directors. He is an adjunct professor at Columbia Business School, where he teaches value investing. Jeff lives in Brooklyn, New York, with his wife and two children.
Most helpful customer reviews
12 of 14 people found the following review helpful.
Too Supportive of Activists and Too Simplistic
By Robert B. Lamm
I really wanted to like this book more than I did. Among other things, I normally love this type of book, dealing with business "scandals" and the like. However, while I learned a bit more about a couple of the stories Mr. Gramm tells, for the most part this book didn't tell me anything I didn't already know. That may not be a fair criticism for those who are not as conversant with the worlds of governance and stockholder activism as I am, but if you are conversant with those worlds you may similarly find this book disappointing.
Aside from the lack of new information, I have to confess that Mr. Gramm is far too enamored of activism -- or at least some activists -- for my taste. I do not paint all activists with the same brush; I know they are not all evildoers or part of a Satanic cult. However, in some cases they are mixed blessings (in fairness, he does tell one story about an activist overture that failed) and in some cases they are downright hot messes. So when he seems to defend what William Ackman did to J. C. Penney (which is not to suggest that JCP was a paragon before he did his worst), I found it hard to swallow.
In particular, Mr. Gramm seems to believe that shareholders can save companies, and he criticizes shareholders that sit on the sidelines too often. He's certainly entitled to his views, but from my perspective shareholder activism is far from a panacea, particularly when shareholders think they have a divine obligation to second-guess everything a board and management may do.
I don't want to suggest that this book is unworthy or totally lacking in merit; quite the contrary. However, IMHO he's too blindly supportive of activists generally and his view of the benefits of activism is too simplistic for my taste.
One other comment. I wish he'd included the shareholder letters he writes about in the body of each story rather than in an appendix. I hate having to flip back and forth while I'm reading a story, but once I finished a chapter I didn't feel like reading it again in contemporaneous documents.
11 of 13 people found the following review helpful.
Great for those who Enjoy Financial History
By DudeMan
If you buy this, it is important to realize what it does and doesn't do.
What this book is:
*well-written - breezy style by an author with superior skills; the periodic headlines were a nice touch, and the book is both clearly well researched but very accessible despite the academic pedigree
*history - if you aren't familiar with many of the big names in investing and some of the big events over the last 100 years, this book is a very riveting summary of stories that older investors have heard for years
*a glorification of the 'big' names of investing. The pantheon is all here - tales involve Graham, Buffet, Icahn, Perot, Loeb, etc. If you love tales of hedge fund managers doing big things with mostly complicated ideas, then this book is going to be right up your alley
What this is not
*this is not a traditional investment book for the masses. Unless you are a hedge fund manager with plenty of clout and more important plenty of money, the tales here are interesting but irrelevant. You aren't going to be involved in actions like this and your options will be limited
*there is an odd comment in the introduction essentially suggesting that when investing is concerned there are "...no useful books on the subject" (other than a very good book by Greenblatt) which is ironic when this same manager reveals that three years before running a hedge fund he knew next to nothing about financial statements
*this is not an investment book to help you pick the next ULTA or Constellation Software. As noted, the profiles uniformly involve generally complicated ideas picked by very smart people, so there is a clear bias which seems to suggest that complexity is a necessity in this business
I enjoyed the book and recommend it for 1) lovers of history, especially financial history, and 2) otherwise successful investors who have a technique already in place.
4 of 4 people found the following review helpful.
Activist investor or not, this is one book I would put on your reading list
By Amazon Customer
I thought it might end up being a little dry. I was wrong. It is a very captivating book, and I have a hard time putting it down. It gives some really good insight into the activist investor groups and the boardrooms they deal with. No wonder so much of corporate america is messed up. This is a good read for anyone thinking of investing, to help give you more insight to how any board functions.. If you are thinking of being a mini-activist, this book would be a good read also. Boardrooms beware-With more good books like this to learn from, it is only a matter of time before the everyday stockholders start causing you to take notice..
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