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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 Appl 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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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 Appl 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.

30 review for Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism

  1. 4 out of 5

    Grahamshircore

    I thought at first that the additional commentary from Jeff which digresses quite a bit from each case study was a pain but I quickly realised that it added massively to my enjoyment and the usefulness of the book rather than detracting from it.

  2. 4 out of 5

    Justas Šaltinis

    "If private equity does one thing well, it's governance. It's their money, they are not afraid to ask tough questions and to really understand the business and make the needed changes. Boards are notorious for waiting too long to rid of bad people. It's hard to pull the trigger on bad-performing CEOs." "Being smart about risk doesn't mean buying the best assets and ignoring the bad ones." "...CEO then secures his position by making sure his second in command is even dumber than he is, the corporat "If private equity does one thing well, it's governance. It's their money, they are not afraid to ask tough questions and to really understand the business and make the needed changes. Boards are notorious for waiting too long to rid of bad people. It's hard to pull the trigger on bad-performing CEOs." "Being smart about risk doesn't mean buying the best assets and ignoring the bad ones." "...CEO then secures his position by making sure his second in command is even dumber than he is, the corporate governing class evolves into a vast idiocracy."

  3. 5 out of 5

    Zhou Fang

    I listened to this on audiobook. Super interesting series of activist investing case studies, stretching from the time of Ben Graham all the way through the early 2000s with Dan Loeb and BKF Capital. The book is not only a treatment of successful activist campaigns but also the different approaches (friendly vs. hostile) and how activism evolved over time. It also shows some of the finer results of activism (such as Buffett's friendly suggestion that Amex pay the salad oil claimants to preserve I listened to this on audiobook. Super interesting series of activist investing case studies, stretching from the time of Ben Graham all the way through the early 2000s with Dan Loeb and BKF Capital. The book is not only a treatment of successful activist campaigns but also the different approaches (friendly vs. hostile) and how activism evolved over time. It also shows some of the finer results of activism (such as Buffett's friendly suggestion that Amex pay the salad oil claimants to preserve its financial reputation which was the true source of value for the business) to some of the less value-creating ones (greenmail paid to Ross Perot just to have him exit the board despite GM's terrible record--although to be fair the blame is largely placed on GM's poor management). This is a great book for anyone who is interested in investing in general and the history of activist investing in particular.

  4. 5 out of 5

    Jackson Barkstrom

    This is great, would highly recommend to those who want to understand public company ownership. Gramm isn't as sharp as Matt Levine (Bloomberg) but there are some great insights here. I really enjoyed the history, Gramm's commentary, and the weird respect for good persuasive writing among the upper crust of financiers. This is a WAY better way to understand the shareholder ownership model than a classic McKinsey textbook or a university class. Useful reading for any investor I think. This is great, would highly recommend to those who want to understand public company ownership. Gramm isn't as sharp as Matt Levine (Bloomberg) but there are some great insights here. I really enjoyed the history, Gramm's commentary, and the weird respect for good persuasive writing among the upper crust of financiers. This is a WAY better way to understand the shareholder ownership model than a classic McKinsey textbook or a university class. Useful reading for any investor I think.

  5. 4 out of 5

    Shaun

    I received a copy of this book for free through a Goodreads First Reads giveaway Dear Chairman... is a history book on shareholder activism. If you don't know what that is, Gramm does a good job of walking you through it. The book chronologically presents you with what amounts to case studies. The basis of each chapter lies in a letter, written by mainly by fund managers and stockholders to boards of public companies and/or other stockholders. Each of the letters are printed in full in the append I received a copy of this book for free through a Goodreads First Reads giveaway Dear Chairman... is a history book on shareholder activism. If you don't know what that is, Gramm does a good job of walking you through it. The book chronologically presents you with what amounts to case studies. The basis of each chapter lies in a letter, written by mainly by fund managers and stockholders to boards of public companies and/or other stockholders. Each of the letters are printed in full in the appendix of the book. Gramm then goes on to explain the background of what that particular letter addresses and the impact it had (or continues to have) in the world of public company management and the stockholders of those public companies. In the introduction, Gramm points out that the book is about the history and impact of these letters/events and does not address the overall issue of "if" or "how" capitalism works and if it is either good or bad in how it is currently operated. In summation, the history is interesting. I think the book is more geared towards those that have a general (or higher) understand of how public companies and the stock market work, however it is not imperative to know. I have a very, very basic understanding and was still able to follow the content quite easily. The writing is plain and detailed. It's clearly a well researched book complete with notes on sources. The writing can get a bit complex at times and some did go clear over my head, but I was still able to understand the overall point(s). History buffs, in the stock market in particular, will be the target audience for this book.

  6. 5 out of 5

    Vikas Erraballi

    I read this after reading James Grant review of it in WSJ. Grant is my favorite financial writer and I'd pick up any book that has his approval. 'Dear Chairman,' is how a letter from an activist investor to the chairman of the board of some company might begin, and the book focuses on some ten odd letters from an investor to either the board of directors of a company or to it's shareholders. If I have a complaint about this book it's that it could have had more case studies and traced each of th I read this after reading James Grant review of it in WSJ. Grant is my favorite financial writer and I'd pick up any book that has his approval. 'Dear Chairman,' is how a letter from an activist investor to the chairman of the board of some company might begin, and the book focuses on some ten odd letters from an investor to either the board of directors of a company or to it's shareholders. If I have a complaint about this book it's that it could have had more case studies and traced each of them in greater detail. The author had the opportunity to be more instructional, but was instead satisfied with relating only the most necessary parts of the quarrel taking place. It would have been nice to have known more about the companies financials and operations and the investors position. As it is, the book is more accessible at the cost of being less interesting. Probably I was also spoiled a bit because I was concurrently reading Robert Caro, who is a known master of such details, but James Grant would also have done a much better job. Of course Grant and Caro are historians and Jeff Gramm is not. "Dear Chairman" is a nice collection of stories of shareholder activism from a hedge fund manager (and value investing professor at Columbia) who clearly enjoys his specialty.

  7. 5 out of 5

    University of Chicago Magazine

    Jefferson Gramm, AB'96 Author From the author: "A sharp and illuminating history of shareholder activism in the United States, Dear Chairman has been praised as 'a terrific read' by Andrew Ross Sorkin in the New York Times, 'a revelation' by the Financial Times, 'a grand story' by the Wall Street Journal, and 'an engaging and informative book' by the New Yorker. It was named one of best books of 2016 by the Financial Times. http://www.dearchairman.com/press. Jeff graduated from the U of C with hono Jefferson Gramm, AB'96 Author From the author: "A sharp and illuminating history of shareholder activism in the United States, Dear Chairman has been praised as 'a terrific read' by Andrew Ross Sorkin in the New York Times, 'a revelation' by the Financial Times, 'a grand story' by the Wall Street Journal, and 'an engaging and informative book' by the New Yorker. It was named one of best books of 2016 by the Financial Times. http://www.dearchairman.com/press. Jeff graduated from the U of C with honors in December 1996."

  8. 4 out of 5

    Neil

    An interesting, if light-touch survey of shareholder activism through the years. I enjoyed it. It provides a gestalt, through the lens of a number of notable shareholder letters to corporate boards, beginning with Ben Graham. It is not encyclopedic and isn't intended to be. Still, it is an entertaining and enlightening contribution to financial history. An interesting, if light-touch survey of shareholder activism through the years. I enjoyed it. It provides a gestalt, through the lens of a number of notable shareholder letters to corporate boards, beginning with Ben Graham. It is not encyclopedic and isn't intended to be. Still, it is an entertaining and enlightening contribution to financial history.

  9. 4 out of 5

    Jay

    This is a well-written, well-researched glimpse at the history of shareholder activism, corporate raiding, and the conflict between business shareholders and managers. It's a nice look outside of theory and into the messiness of business. All that being said, it's also a fairly dry topic for a regular person. This is a well-written, well-researched glimpse at the history of shareholder activism, corporate raiding, and the conflict between business shareholders and managers. It's a nice look outside of theory and into the messiness of business. All that being said, it's also a fairly dry topic for a regular person.

  10. 5 out of 5

    Tomas Krakauskas

    "Dear Chairman" is a great historical summary of shareholders activism, iliustrated by real case studies from different decades. I really liked that in the end of the book author provides original copies of shareholders letters to company chairman or CEO. Too my mind this book can interesting and most useful only for experienced investors. "Dear Chairman" is a great historical summary of shareholders activism, iliustrated by real case studies from different decades. I really liked that in the end of the book author provides original copies of shareholders letters to company chairman or CEO. Too my mind this book can interesting and most useful only for experienced investors.

  11. 4 out of 5

    Trung Nguyen Dang

    Overall, it's a enjoyable read about 8 detailed cases of shareholder activism, which include: Benjamin Graham, Warren Buffett, Dan Loeb, Carl Icahn. Overall, it's a enjoyable read about 8 detailed cases of shareholder activism, which include: Benjamin Graham, Warren Buffett, Dan Loeb, Carl Icahn.

  12. 5 out of 5

    Rafael Lucas

    This review has been hidden because it contains spoilers. To view it, click here. Very interesting selection of letters from some of the best activist investors - from 1927 to 2007 pointing out the evolution of their mindset and "attack" style. The book also gives a good view on the market and corporate governance evolution to the point where we got today. 1. Graham vs. Northern Pipeline: demanded that excess capital on the balance sheet be distributed in dividends. Market didn't have much information on the financials so no one saw it. Management controlled the board. Graham d Very interesting selection of letters from some of the best activist investors - from 1927 to 2007 pointing out the evolution of their mindset and "attack" style. The book also gives a good view on the market and corporate governance evolution to the point where we got today. 1. Graham vs. Northern Pipeline: demanded that excess capital on the balance sheet be distributed in dividends. Market didn't have much information on the financials so no one saw it. Management controlled the board. Graham didn't run a proxy fight but changed the board position - most of it happened because the Rockefeller Foundation (who was a large shareholder became active). 1. Why was shareholder activism so rare in the early twentieth century? i) public companies were controlled by very few persons (founders, family owners and entrepreneurial shareholders). ii) very little financial information available, difficult to value companies. iii) what really drove markets were rumors and inside information. 2. Robert Young vs. New York Central: first of Young's proxy fight (especially using the media to rally smaller shareholders). The board was dominated by bankers and directors who used it for their own purposes (big contracts and fees). 1. Main points: i) the need for an ownership board instead of a bankers dominated board. ii) poor operating performance and dividend record versus directors fees. iii) Youngs new vision for the railway business - good for the customers. 2. Young writes: "Just ask yourself why the four bankers on the present board, together owning only 450 shares of the Central, are so determined to hang on to your company. Is it because of the substantial benefits which have accrued to their four banks [...] Would you rather have large owners on your board whose interests parallel yours or bankers with nominal ownership, many of whose interests conflict with yours?". 3. The easiest way to accomplish huge open-market share purchase was the hostile tender offer. When the proxy fight gave way to the hostile tender, the proxyteer was replaced by the corporate raiders. 3. Warren Buffet vs. American Express 1. American Express was guaranteeing as last resort lender the assets of Allied (Salad Oil company). They got caught up on a scandal in 1967 with their largest client that didn't actually have the products. 2. Warren Buffet who was an important shareholder supported management to sail though the storm. He believed that the major business of the company was credit card operations and the brand on B2C wouldn't be affected by this scandal. 4. Carl Ichan vs. Phillips Petroleum 1. Carl Icahn one of the most important corporate raiders sent a letter in 1985 to Phillip Petroleum offering to buy the company for $8.1bn finances by junk bonds issued by Drexel (Milken) 2. "America's fourth great merger wave proved to be much more substantial than its conglomerate-driven predecessor. The 22,000 M&As of the 1980s deal decade included leverage buyouts by PE, strategic acquisitions by corporations taking advantages of tax antitrust enforcement, and expansion into the US market by international companies. But it was the hostile takeover, though they made up only a small percentage of the decade's deals, that defined Wall Street in the 80s." 3. "While the Proxyteers struck fear into the hearts of CEOs with their ability to harness the discontent of public shareholders, the corporate raiders had something much more powerful at their disposal: ready cash. It came from Michael Milken and the vast market he created for new-issue junk bonds. Milken used his network of high-yield buyers to create a liquidity boom for young takeover artists." 4. Milken's machine was an aberration that created a bubble using securities violations and abuses. He was incarcerated and permanently barred from the industry. But the raiders that used his financing and services became some of the stars of the corporate raiders era. 5. Carl Icahn strategy was to 1) buy a large amount of shares of the company that was undervalued. 2) try to convince management to liquidate the company or sell it to a "white knight". 3) wage a proxy fight. 4) make a tender offer. 5) accept greenmail from management and sell the position back to the company at a premium over minority shareholders. 6. Poison pills: created in 1982 by Martin Lipton, in a typical poison pill a company gives its shareholders special rights that are triggered when a buyer crosses a certain ownership threshold. The trick is, once the threshold is crossed, the rights are exercisable for everyone except the buyer, therefore diluting the buyers ownership stake. It doesn't prevent the company from a hostile takeover, but it blocks raiders from buying effective control on the open market or stampeding shareholders into a front-loaded tender offer. 7. "After suffering several years of egregious greenmails and costly entrenchment tactics, institutional investors were teetering on the edge of rebellion. By the end of the decade, many large institutional investors were doing their homework. They ran proxy fights, questioned management teams as well as hostile raiders, and formed opinions on sophisticated corporate governance issues. Whit Milken's fund-raising machine shut down and historically passive institutional investors finally using their brains, the last great hostile raider era was over." 5. Ross Perot vs. General Motors 1. On 1985 Perrot sent a letter to GM's Chairman challenging his autocratic management style and the bad investments the company was doing in technologies that weren't useful while Japanese manufacturers were becoming more and more competitive with low cost, high quality cars. 2. "Instead of planning for the future and responding to competitive threats, GM's senior management was holed up on the fourteenth floor, micromanaging its division and debating unimportant issues." 3. After accepting greenmail Ross Perot sent the bellow open letter to management: 1. "At a time when GM is: closing 11 plants, putting over 30k people out of work, cutting back on CAPEX, losing market share, and having problems with profitability. I have just received $700m from GM in exchange for my class E notes and stocks. I cannot accept this money without giving the GM directors another chance to consider this decision... if the GM directors conclude that this transaction isn't in the best interest of the company and its shareholders I will work with GM directors to rescind the transaction."

  13. 4 out of 5

    InvestingByTheBooks.com

    Activist investors create headlines in the business media. With their aggressive stile they fit the dramaturgy of media as a glove – the battling of huge egos sells newspapers. But what is the historic background to today’s high profile characters like Christer Gardell, Bill Ackman and Dan Loeb? In his book Dear Chairman the hedge fund manager and adjunct Columbia professor, Jeff Gramm, tells the tale of shareholder activism. Activists buy shares in companies and through engaging with the board Activist investors create headlines in the business media. With their aggressive stile they fit the dramaturgy of media as a glove – the battling of huge egos sells newspapers. But what is the historic background to today’s high profile characters like Christer Gardell, Bill Ackman and Dan Loeb? In his book Dear Chairman the hedge fund manager and adjunct Columbia professor, Jeff Gramm, tells the tale of shareholder activism. Activists buy shares in companies and through engaging with the board they try to create an event that unlocks value for the shareholders. The story of the dreaded activists is told through 8 case studies dating from 1927 when a young and polite Ben Graham convinces John D. Rockefeller Jr. and Northern Pipeline to distribute excess capital all the way to the aggressive attacks of 2005 and the fight about BKF Capital. In the US the governance system gives a huge amount of power to the often-combined president and CEO. For long shareholder rights were very low on the agenda. The early proxyteers who engaged in proxy fights in the 1950s and corporate raiders of the 1980s like Carl Icahn and T. Boone Pickens - funded by Michael Milken’s junk bonds - shook up what was often a quite sleepy and inefficient business community paving the way for today’s activists. The relationship between CEOs and the owners of companies surely got more complicated but the efficiency in the business sector improved greatly as boards couldn’t sleep on their watch anymore. In some respect this is three books in one; a number of historic case studies accompanied by the original letters, Gramm’s opinions on governance and ownership and a broader historic account of shareholder activism where the author uses the case studies as a starting point but branches out in various directions describing a number of other shareholder controversies. Over time activist investors have reacted to very much the same issues as they do today. They try to replace underperforming management teams, crack down on corporate wastefulness, restructure poor business portfolios and get access to excess cash piling up in companies. Reading history adds to the understanding of an area since it gives context to today’s practices. Current practices have often been formed through a much more hap-hazardous and random process than is generally assumed – so also in the world of activism. The title is brilliant and in my view this is a very good-looking book. The language is surprisingly legible and it is obvious that the author knows and really likes the subject. I very much appreciate that Gramm is honest enough to both present cases where activists do long term good for all shareholders by confronting adverse practices by poor corporate executives but also displays cases where the activist in reality was more engaged in a smash and grab heist to the detriment of long term shareholder value. However, I’m afraid that I found the book too lightweight. It added historic background but I didn’t learn much new about activism per se – there simply isn’t much detail. The triple theme of the case studies, the telling of a broader story of the shareholder activists and Gramm arguing the case for the good of activism in the end becomes too fragmented – especially as some case stories are described very briefly and more function as an excuse to tell a story of something else. No doubt some of the original letters are quite amazing but I would personally have preferred either a straight chronological historic account with a both deeper and broader scope or a fact based primer on shareholder activism. I’m sure the author could write both with flying colors. Read this for a pleasant and amiable account of financial history. You will have a good time but perhaps not come out that much wiser.

  14. 5 out of 5

    Bruno Taveira

    A great book with great stories and great business lessons. The author cherry-picked the stories not to broader or maximize the lessons, but the general view of the reader by exemplifying: (i) how activism investing evolved over time, (ii) the many different approaches and (iii) the two possible outcomes. I would love to find cases picked by the relevance and deep of the business lessons withdrawn from them. The story starts with a tale of Benjamin Graham, the father of value investing, trying to c A great book with great stories and great business lessons. The author cherry-picked the stories not to broader or maximize the lessons, but the general view of the reader by exemplifying: (i) how activism investing evolved over time, (ii) the many different approaches and (iii) the two possible outcomes. I would love to find cases picked by the relevance and deep of the business lessons withdrawn from them. The story starts with a tale of Benjamin Graham, the father of value investing, trying to convince the management of Northern Pipeline of the obvious: the holding of financial securities on the balance sheet was tax inefficient, thus the company should pay in dividends most of its cash. Back then, even a titan of investing, such as Graham, didn’t have his tool-box of thought the human biases so commonly talked about today. Management was unwilling to distribute the cash because it would leave them with a smaller and less capitalized company. There was an obvious conflict of interest between management and shareholders. For most investors nowadays, this is a no-brainer, what shows the great lengths we’ve come to have the corporate governance common nowadays. It also reminds us that some behaviors which we accept right now as “just the ways things are” and “every company does/is like this” will likely be unthinkable one day. Investors should never be afraid to ask questions and never accept “in all the other companies, things are like this” as an answer. The book goes on with the proxy tiers of the of the 50’s, Warren Buffet, the corporate riders of the 80’s and, finally, the activist investors of the XXI century. My take-ways: - There is no right or wrong structure or source of funding for activism investing: there were successful activist investors using holding companies, hedge-fund, distress debt, etc; - Though activist investors are notorious for news worth fight-to-the-death-in-a-cage, a la Bill Ackman and Herbalife, it is better to go through out your career building alliances, a la Buffet style, instead of making enemies, coincident or not, history shows that guys who spend their activist investors’ careers putting up a good fight end up somehow being berried; - The first thing to do is a change in management: the book is composed of eight cases of companies in distinct situations, in diverse sectors, through the course of one hundred years, in none of them investors managed to convince the management to be on-board with changes; - Activism investing is a doubled-edged sword: it can unlock great value or destroy the company.

  15. 5 out of 5

    Sam

    This is a well written examination of the history of investor activism in America through the letters written by shareholders to boards encouraging them to change policy or management. I am definitely not Gramm's intended audience and I only read it to get a better understanding of the way wealthy investors view the world. I did, and I find the perspective repellent. The entire time I was reading it, I was trying to figure out why I had such a visceral dislike of all the characters discussed and This is a well written examination of the history of investor activism in America through the letters written by shareholders to boards encouraging them to change policy or management. I am definitely not Gramm's intended audience and I only read it to get a better understanding of the way wealthy investors view the world. I did, and I find the perspective repellent. The entire time I was reading it, I was trying to figure out why I had such a visceral dislike of all the characters discussed and the author himself. It finally occurred to me toward the end that I loathe the use of democratic language of rights and duties being entirely dependent on the person's or entity's ownership of capital. I think it's this idea that someone or business is entitled to power shaping public policy solely because they are wealthy is a large part of why our political culture has become so perverse and depraved. Reading this book, I can better understand why billionaires and large corporations behave as if society owes them something -- because they are convinced that it's true. This is an excellent unintentional exploration of how money corrupts the mind and attitude one has toward one's rights and responsibilities to others.

  16. 5 out of 5

    Jessica Burstrem

    This is an incredibly well-written book. It mostly reads like an investing history book for a popular audience, although occasionally the author uses investing jargon without explaining it. I can't fault him for just that, though. His research and knowledge are impressive. His acknowledgements and criticism of explicit and implicit sexism in one chapter increases his credibility. And he is often entertaining and even funny, when appropriate. I really enjoyed reading the book, even the parts that This is an incredibly well-written book. It mostly reads like an investing history book for a popular audience, although occasionally the author uses investing jargon without explaining it. I can't fault him for just that, though. His research and knowledge are impressive. His acknowledgements and criticism of explicit and implicit sexism in one chapter increases his credibility. And he is often entertaining and even funny, when appropriate. I really enjoyed reading the book, even the parts that didn't pertain to my own research purposes, and found myself eager to get back to it whenever I had to step away. He achieves exactly what he set out to do: to “understand the rise of the shareholder” (x), “explain how shareholder activism works” (xiii) to facilitate more informed investors (199), and evaluate “the wisdom of particular campaigns” (xv). He also strives to make it clear that there is no simple "checklist" of attributes or circumstances that makes for an ideal board of directors, as independence is a "knotty" and nuanced notion, and there are often contradictory goals for such a body anyway. Consequently, he posits the ideal situation as one in which all relevant parties, including shareholders themselves, are attentive and involved.

  17. 4 out of 5

    Lee

    Gramm takes a dry subject, shareholder activistism, and weaves stories that show readers why what he and other activist investors do matters. He does so by narrating a handful of boardroom battles with bad management tangling with concerned shareholders, all the while explaining what stock owners should do (owning stock is an active act, he claims, not a passive one). Some of these stories are ripe for film adaptations, like the daughter of the founder of a company who marries the man who become Gramm takes a dry subject, shareholder activistism, and weaves stories that show readers why what he and other activist investors do matters. He does so by narrating a handful of boardroom battles with bad management tangling with concerned shareholders, all the while explaining what stock owners should do (owning stock is an active act, he claims, not a passive one). Some of these stories are ripe for film adaptations, like the daughter of the founder of a company who marries the man who becomes the CEO. As her marriage falls apart, she realizes her husband is running the company as a club for his friends and so she takes him on, defenestrating his clique and restoring the health of the company her father founded by selling it off. Even if you're not business-minded, consider this for beach reading. Makes for a surprisingly fascinating step into the C-Suite.

  18. 5 out of 5

    Hetal

    This an excellent book that contains 8 curated letters written by investors to corporate boards. Through the letters and the backdrop within which these were written, the books takes the reader through the history of shareholder activism in USA. While the letters themselves form a piece of history of the development of financial markets, their backstories make for intensely interesting reading. The letters - including those written by Warren Buffet, Dan Loeb, and a set of others - cover differen This an excellent book that contains 8 curated letters written by investors to corporate boards. Through the letters and the backdrop within which these were written, the books takes the reader through the history of shareholder activism in USA. While the letters themselves form a piece of history of the development of financial markets, their backstories make for intensely interesting reading. The letters - including those written by Warren Buffet, Dan Loeb, and a set of others - cover different aspects of shareholder and corporate behaviour. The book is balanced and also talks about some of the pitfalls of shareholder activism - it isn't only about asserting rights. This is a book worth reading for those on the buy-side and the sell-side. I absolutely loved it.

  19. 4 out of 5

    Jon Angell

    I did enjoy the stories ... I find the world of publicly held companies and their management extremely interesting... I received a complimentary copy of this book from the author indirectly. He was scheduled as a keynote speaker at a conference I attended this year outside of Chicago. A family emergency caused him unable to speak, and as a way to make it up to attendees he saw that each received a copy of his book. After reading the book, which I enjoyed and appreciated, I can't help but think h I did enjoy the stories ... I find the world of publicly held companies and their management extremely interesting... I received a complimentary copy of this book from the author indirectly. He was scheduled as a keynote speaker at a conference I attended this year outside of Chicago. A family emergency caused him unable to speak, and as a way to make it up to attendees he saw that each received a copy of his book. After reading the book, which I enjoyed and appreciated, I can't help but think how great his presentation would have been.... I found the boardroom battles and shareholder activism stories and commentary valuable and has given me some historical background in which to relate to the current and future investing events I will certainly witness....

  20. 5 out of 5

    Brian

    I picked this one up at the Berkshire Hathaway conference last year. It was excellent and highly recommended for anyone in the investment or banking worlds. The storytelling is excellent and traces a path from Benjamin Graham to Carl Icahn today and the inventions, successes and failures along the way of those who ensure that publicly traded companies actually do the right thing for their owners. The only reason I'm giving this four instead of five shares is that sprinkled, seemingly at random, I picked this one up at the Berkshire Hathaway conference last year. It was excellent and highly recommended for anyone in the investment or banking worlds. The storytelling is excellent and traces a path from Benjamin Graham to Carl Icahn today and the inventions, successes and failures along the way of those who ensure that publicly traded companies actually do the right thing for their owners. The only reason I'm giving this four instead of five shares is that sprinkled, seemingly at random, in the chapters are a lot of good insights about corporate governance today. I didn't see the logic to how the insights were organized and would have a hard time going back to find them later.

  21. 4 out of 5

    Tag

    Interesting book touching on the brief history of shareholder activism - from Benjamin Graham, to the “Proxyteers”, to the hedge fund managers with some appalling examples of poor corporate governance. The book publishes actual letters and used 8 real cases to provide valuable insight on the different reasons for shareholder activism (inefficient capital allocation, misalignment of incentives, pure incompetence). The book ends with an example on how shareholder activism failed to produce a good Interesting book touching on the brief history of shareholder activism - from Benjamin Graham, to the “Proxyteers”, to the hedge fund managers with some appalling examples of poor corporate governance. The book publishes actual letters and used 8 real cases to provide valuable insight on the different reasons for shareholder activism (inefficient capital allocation, misalignment of incentives, pure incompetence). The book ends with an example on how shareholder activism failed to produce a good outcome for shareholders (BKF capital). It becomes clear that the entrenchment of CEOs and their boards is not just a problem of the past. Overall a good business book to read leisurely.

  22. 4 out of 5

    Jim

    An interesting look at the evolution of shareholder activism since the early 20th century, as told through several case studies with copies of actual shareholder letters that were sent to the board chairmen involved. This book helps add context and background to some of the most publicized boardroom battles in recent years. The author, who admits he is not a professional author, nonetheless chronicles each story in an easy-flowing, down-to-earth, and simplified manner that will appeal even to th An interesting look at the evolution of shareholder activism since the early 20th century, as told through several case studies with copies of actual shareholder letters that were sent to the board chairmen involved. This book helps add context and background to some of the most publicized boardroom battles in recent years. The author, who admits he is not a professional author, nonetheless chronicles each story in an easy-flowing, down-to-earth, and simplified manner that will appeal even to those who might not have an extensive business or investing background.

  23. 4 out of 5

    Eric

    A superb album of snapshots into shareholder activism across the decades. Dear Chairman does not have the analytical depth of business school cases, nor does it engage with the (voluminous) relevant academic literature. Still, Gramm's engaging commentary about the vignettes and surrounding business environment make this a wonderful read for anyone interested in shareholder rights, shareholder activism, or management entrenchment. A superb album of snapshots into shareholder activism across the decades. Dear Chairman does not have the analytical depth of business school cases, nor does it engage with the (voluminous) relevant academic literature. Still, Gramm's engaging commentary about the vignettes and surrounding business environment make this a wonderful read for anyone interested in shareholder rights, shareholder activism, or management entrenchment.

  24. 4 out of 5

    Daniel Deptula

    Well-narrated commentary of activist battles against entrenched boards, who usually placed their own interests ahead of shareholders. Particularly enjoyed the chapters of Ross Perot vs GM and Dan Loeb. Loeb clearly has a knack of making very pointed comments about a person's behaviour and decisions. Even if you have limited interests in the content of the book, you can definitely gain some insight into how to write strongly-worded emails :D Well-narrated commentary of activist battles against entrenched boards, who usually placed their own interests ahead of shareholders. Particularly enjoyed the chapters of Ross Perot vs GM and Dan Loeb. Loeb clearly has a knack of making very pointed comments about a person's behaviour and decisions. Even if you have limited interests in the content of the book, you can definitely gain some insight into how to write strongly-worded emails :D

  25. 4 out of 5

    Sy. C

    Underwhelming - essentially a disjointed collection of short stories, resembling magazine articles or Wikipedia entries, on various well known investors, some of which are not even representative case studies of shareholder activism. Lacking in cohesion or original insights. Would be fine coming from a journalist but very disappointing considering the author's purported background in investment management. Not worth the time for experienced investors. Underwhelming - essentially a disjointed collection of short stories, resembling magazine articles or Wikipedia entries, on various well known investors, some of which are not even representative case studies of shareholder activism. Lacking in cohesion or original insights. Would be fine coming from a journalist but very disappointing considering the author's purported background in investment management. Not worth the time for experienced investors.

  26. 4 out of 5

    Yong Feng

    I came into this book not knowing much about corporate governance. Gramm does a good job of explaining an admittedly dry subject through illuminating examples of the good that shareholder activism can do to poorly managed firms (and in one example, cause disastrous ruin to a well-run one in the converse). The inclusion of the original shareholder letters makes it not only an account of financial history but also a fine study of rhetoric.

  27. 5 out of 5

    Aashish C

    Jeff does a great job of walking the reader through Corp governance issues over the decades since Ben Graham’s first activist letter. The book is a tour de force that gives readers a ringside view of how business is done in America. Readers interested in capital allocation, asset management, and operating successful businesses will take the most from this book. Also a good collectors item given the appendices have copies of the actual letters written by activist investors to company boards.

  28. 4 out of 5

    Aditya Kulkarni

    In this age of dual-class ownership structure and dried out junk bond markets, it's intriguing to read about times when actually democracy existed in the corporate world. Gramm has done an excellent job of laying out a proper chronology of corporate weapons and shields of those eras and the learnings which have shaped our today's world. It's a fun read about the evolution of activism from proxyteering to activist hedge funds of the day. In this age of dual-class ownership structure and dried out junk bond markets, it's intriguing to read about times when actually democracy existed in the corporate world. Gramm has done an excellent job of laying out a proper chronology of corporate weapons and shields of those eras and the learnings which have shaped our today's world. It's a fun read about the evolution of activism from proxyteering to activist hedge funds of the day.

  29. 4 out of 5

    Neil Hunt

    History of shareholder activism and the environmental conditions that drove various different types of activism. Thoughts on the responsibilities of shareholders to act like owners. Thoughts on governance and alignment of management and board with shareholders through equity ownership. Easy read. Not especially novel or deep.

  30. 4 out of 5

    Adam Ricks

    Examples of the most interesting shareholder activists of all time. If that sentence doesn't make you want to read the book, then this book isn't for you. I found this history important, as it has shaped corporate America to what it is today. Makes you think of Corporations, its shareholders, its boards, and its directors in a different light. Examples of the most interesting shareholder activists of all time. If that sentence doesn't make you want to read the book, then this book isn't for you. I found this history important, as it has shaped corporate America to what it is today. Makes you think of Corporations, its shareholders, its boards, and its directors in a different light.

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