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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.
Boards of directors are sitting ducks. Shareholders complain and even attack, management manipulates, and individual board members have little power, able to act only as part of the board as a whole. Governance issues are front and center, yet there is often little understanding, even among board members, of the key role that they play. Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards—the board of directors—can and should function in the volatile world we inhabit. Deborah Hicks Midanek offers useful insight into what board members of corporations actually do, the current standards for board members and why they exist. She includes a timely discussion of how clarity of purpose can improve board and director effectiveness. Informed by her long experience serving public, private, and family owned corporate boards as well as those of charitable, and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, she also explores the special challenges of serving private and family owned as well as nonprofit and public agency boards. Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, this book is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so. Directors, aspiring directors, investors, and students of corporate behavior will benefit from this highly readable description of the cloistered boardroom. For a Roundtable discussion in Financier Worldwide Magazine featuring Deborah Hicks Midanek please click here https://www.financierworldwide.com/roundtable-risks-facing-directors-officers-aug18#.W1BqQdVKiUk
Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M&A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book also address other key M&A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.
For decades, the public company has played a dominant role in the American economy. Since the middle of the 20th century, the nature of the public company has changed considerably. The transformation has been a fascinating one, marked by scandals, political controversy, wide swings in investor and public sentiment, mismanagement, entrepreneurial verve, noisy corporate "raiders" and various other larger-than-life personalities. Nevertheless, amidst a voluminous literature on corporations, a systematic historical analysis of the changes that have occurred is lacking. The Public Company Transformed correspondingly analyzes how the public company has been recast from the mid-20th century through to the present day, with particular emphasis on senior corporate executives and the constraints affecting the choices available to them. The chronological point of departure is the managerial capitalism era, which prevailed in large American corporations following World War II. The book explores managerial capitalism's rise, its 1950s and 1960s heyday, and its fall in the 1970s and 1980s. It describes the American public companies and executives that enjoyed prosperity during the 1990s, and the reversal of fortunes in the 2000s precipitated by corporate scandals and the financial crisis of 2008. The book also considers the regulation of public companies in detail, and discusses developments in shareholder activism, company boards, chief executives, and concerns about oligopoly. The volume concludes by offering conjectures on the future of the public corporation, and suggests that predictions of the demise of the public company have been exaggerated.
Bill Hewlett and Dave Packard invented the model of the Silicon Valley start-up and set in motion a process of corporate becoming that made it possible for HP to transform itself six times over the 77 years since its founding in the face of sweeping technological changes that felled most of its competitors over the years. Today, HP is in the throes of a seventh transformation to secure its continued survival by splitting in two independent companies: HP Inc. and Hewlett Packard Enterprise. Based on extensive primary research conducted over more than 15 years, this book documents the differential contribution of HP's successive CEOs in sustaining the company's integral process of becoming. It uses a comprehensive strategic leadership framework to examine and explain the role of the CEO: (1) defining and executing the key tasks of strategic leadership, and (2) developing four key elements of the company's strategic leadership capability. The study of the strategic leadership of HP's successive CEOs revealed the paradox of corporate becoming, the existential situation facing successive CEOs (that justifies the book's empathic approach), and the importance of the CEO's ability to harness the company's past while also driving its future. Building on these novel insights, the book shows how the frameworks used to conceptualize the tasks of strategic leadership and the development of strategic leadership capability can serve as steps toward a dynamic theory of strategic leadership that animates an evolutionary framework of corporate becoming. This framework will be helpful for further theory development about strategic leadership and also offers practical tools for founders of new companies and CEOs and boards of directors of existing companies who intend to create, run or oversee companies built for continued relevance, longevity and greatness.
Markets sometimes fail. But so do regulatory efforts to correct market failures. Sometimes regulations reach too far, condemning good activities as well as bad, and sometimes they don't reach far enough, allowing bad behavior to persist. In this highly instructive book, Thomas A. Lambert explains the pitfalls of both extremes while offering readers a manual of effective regulation, showing how the best regulation maximizes social welfare and minimizes social costs. Working like a physician, Lambert demonstrates how regulators should diagnose the underlying disease and identify its symptoms, potential remedies for it, and their side effects before selecting the regulation that offers the greatest net benefit. This book should be read by policymakers, students, and anyone else interested in understanding how the best regulations are crafted and why they work.

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