Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism

by Jeff Gramm Narrated by David Drummond

Overview

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.

'Dear Chairman' is a must-read for anyone interested in the history of capitalism, corporate governance, and the relationship between shareholders and management.

With fascinating case studies and original letters from some of the biggest names in investing, this book provides a unique perspective on the inner workings of public companies and the conflicts that arise between different stakeholders.

HarperCollins 2024

Editorial Reviews

Wall Street Journal

An illuminating read for those wondering what drives activists…with lucid observations on investors and corporations.”

Publishers Weekly

Gramm’s findings will intrigue and inform history buffs and activist shareholders alike.”

AudioFile

Narrator David Drummond’s phrasing and diction make everything clear, and his tone is rich and masculine.”

Huffington Post

Illuminating and often wildly entertaining.”

New Yorker

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.”

New York Times

An excellent read…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.”

Financial Times

A lively account of a long war against corporate and investor smugness.”

Arthur Levitt

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 hundred years.”

From the Publisher

. . .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. Smith Chairman & CEO FedEx Corporation Frederick W. Smith Chairman & CEO FedEx Corporation Frederick W. Smith Chairman & CEO FedEx Corporation Frederick 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

John Lanchester

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

Alan Greenspan

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.

Business Strategy

Jeff Gramm shows in his lively, well-researched book

Andrew Ross Sorkin

. . .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.

Charles R. Schwab

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.

Financial Times (Summer Reading List)

Gramm . . . is an engaging and critical guide to a century of US activism and activists

The Financial Times

a revelation: a lively account of a long war against corporate and investor smugness

Frederick W. Smith Chairman & CEO FedEx Corporation Frederick W. Smith Chairman & CEO FedEx Corporat

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.

Tyler Cowen

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.

Amity Shlaes

This is a rare book, masterful in both technical understanding and in narrative.

Wall Street Journal

…concise account of the spread of the particular form of corporate democracy called ‘shareholder activism,’… a grand story.

Frederick W. SmithChairman & CEOFedEx CorporationFrederick W. SmithChairman & CEOFedEx CorporationFr

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.

Kirkus Reviews

2015-12-06
The rise and triumph of shareholder activism through the previously unpublished letters of some of the U.S.'s most successful investors. A hedge fund manager who also teaches investing at Columbia Business School, Gramm looks at a variety of case studies, including Benjamin Graham and Northern Pipeline, Warren Buffett and his involvement in American Express, Electronic Data Systems founder Ross Perot and his battle with Roger Smith of General Motors, and Carl Icahn, who is still successfully chasing money-making deals after 50 years. Their battles to maximize shareholder rights—through takeovers, leveraged buyouts, cash distributions, or sales of public companies with underperforming or even incompetent managers—are told through their own correspondence. In the letters, which sometimes take the official form of Securities and Exchange Commission filings, investors outline their objectives and the motives that drive them to act. In a straightforward narrative, Gramm threads a path through abstractions about the rights of corporate ownership and the obligations of governance, highlighting the many ways conflicts of interest can develop "as long as investors are motivated by financial gain, and as long as they determine the makeup of boards of directors." The process he traces has led to circumstances under which we must ask the question, "why did shareholders triumph in the struggle for corporate control? Who were the key players that ushered in this period of so-called shareholder primacy?" Each of the battles he recounts involved different ways of valuing and realizing the asset value of companies. Political campaigns played their parts, as well, whether conducted behind the scenes or in the full glare of publicity. Now, writes the author, "judging activism purely based on stock performance can be tricky and superficial." Now that shareholders have secured their right to exercise control, Gramm's compelling account raises questions about where and how the new situation will aeffect the continuing maximization of profits.

Product Details

BN ID:	2940173773883
Publisher:	HarperCollins
Publication date:	02/23/2016
Edition description:	Unabridged

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