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Welcome to Shareholder Primacy from Free Float Media, a podcast about activist investing, securities law, and all the ways the financial and legal worlds intersect and collide in real Life. It's the second week of 2026, so we're trying to get back on schedule in Anne and me. Ann Lipton, of course, is here, law professor at the University of Colorado who teaches in research, securities and business law. And she holds up the legal end of the podcast.
B
And that's Mike Levin, an activist investor who lives and works in Chicago. He covers the financial side of our podcast.
A
Right. Well, good. Legal. Financial. Financial. Legal. So we were thinking about the new year with resolutions and what you're trying to do and accomplish. I don't know about you, but periodically people ask me, do they ask you, what do you read? What do you sort of use to kind of keep up?
B
Yeah, specifically I get which just recently there were law professors talking about what we, what we read to keep up with the latest in business news. You know, obviously you can read the newspaper, but how do you.
A
Right, yeah, right. The Wall Street Journal is pretty standard,
B
but that's what I tell my students.
A
I also get questions like, particularly because activist investing is, is somewhat of an obscure corner of, of the investing world, people ask, are there any books that I could read? Is there a single book I can read that will make me smart about activist investing? And the short answer to that, of course, is no. Until I write that I like the Art of War. Art of War. Oh, the Sun Tzu, Art of War. No, it's a little too obscure or indirect. So until you and I or me or someone writes that book, and we should do that, why don't we do that? That'll be our next project. We'll write a book on activist investing until we write the definitive treatise on how activist investing works. There is no single book. But there are books that I recommend to people and there's probably some that you direct people to. I mean, I'm not thinking like an activist investing. Right, but I think, yeah, okay, fine, but, and, and there's probably case books and so forth that, you know, there's, there's a whole, you know, long library of stuff that law students look at. But this is, this is more for like mid career class column, you know, people who are saying, okay, this is kind of, I'm kind of curious, what, what should I read? So we thought, and I, at one point I wrote a post about this, so I thought we would kind of, kind of look at that for a little while and, and sort of see what, what those look like and see. See what we can say about them. And then we can also talk about some of the other stuff that we, we kind of use to keep current about what's going on in our world. I thought that might be a nice, nice way to kind of kick off the air. What do you think? So. Sound good?
B
Sure, sounds good.
A
All right, so I have a list, and if it's. Actually, if you, if people really want to explore this, there's a photo of it on my LinkedIn page of the. Of my little corporate governance activism, investing bookshelf. And there's several books there that I commend to people. And I was going to go through a few of them here and sort of see what you think and see what you add to them. The first one is Berlin means modern corporation and private property. Go ahead.
B
I actually, I always pronounced it in my head. Berlin means. Until one day at a conference, everyone was saying it's burley. I think it's burley, actually.
A
Oh, burlean means. Oh, I have to. Oh, interesting.
B
See, And I did not know that I had only read it. And I, you know, at a conference, there were law professors talking because it's a foundational, and I think it's actually burley. So.
A
Right.
B
That is a thing I learned late.
A
So it's, it's, it's pretty, it's pretty intense. It's not like an overnight read. You got to really study it. It's old. It's from the 30s.
B
Yes.
A
Right.
B
It's. It's absolutely foundational in, in the field now.
A
And do you, do you still study it? Do you still. You don't assign it.
B
We still, we don't. I don't assign it, but we still talk about it. I mean, we still, you know, it's still very much part of the conversation. People refer to the Burleigh means corporation.
A
Oh. And when they talk about that, what are they referring to?
B
They're referring to the corporate, like what we think of as a public corporation, which is to say centralized management with liquid shares.
A
Oh, separate owner control. Separate owner control. Exactly.
B
The separation of ownership and control. That's what people talk about.
A
Right. Because at the time they wrote, they were think they were thinking more about kind of little private businesses where the founder was the main owner.
B
Well, they were talking about the transformation to the. Right, Exactly. Yeah, the transformation. And they were doing the contrast. Exactly.
A
And it really anticipated a lot of what we know today of how companies, Corporations are structured and anticipated some of the controversies and Some of the problems that the next book I want to talk about included, which is agency cost, which is when the owners and the controllers have different interests. So, okay, so Berl means modern corporation private property is. Is a biggie. The next one that I like, that I recommend is actually a collection of papers. It's called Foundations of Organizational Strategy. The author is Michael Jensen of Jensen and Meckling fame. Yeah. And he wrote, of course, the seminal paper on agency costs, which we've talked about on the podcast, which we've studied a lot. So this is actually a collection of his papers, which is. Includes agency costs with Meckling and then also includes some others. One that focuses on why the profit objective is the best one for companies. Now, that's a little controversial, but he puts a lot of logic into saying that if you allow managers to do all sorts of other stuff besides make a profit, then they can do all sorts of weird things with the company.
B
Right. Yeah. No, I mean, exactly. I mean, that idea that. The agency cost idea that if managers have to be focused on profit as a way of disciplining them and the concept. And coupled with modern corporation and private property, the problem of, well, how do you force management to focus on shareholder interests, Those are. Are, you know, I mean, that. Those are still very much what we talk about in classrooms today and what we talk about in academic conferences.
A
Oh, so you. So you. So you've seen. So you've seen some of Jensen's. I mean, Jensen was a finance professor. Thank you.
B
Yeah, well, Jensen and Meckling's idea of agency costs and. Yeah, and the separation of ownership and control are very much sort of.
A
Right.
B
Still, the problem, I like to tell people that, like, you know, the problems that they came up with 100. They saw in development of the modern corporation 100 years ago is very much like. Still the problems that we're having.
A
Oh, those problems haven't been. They haven't been solved. They've gotten worse.
B
All right, they haven't gotten worse, but they're still working on them.
A
All right, so another book after Foundations would be one that you wouldn't necessarily expect here. It's called Exit Voice and Loyalty by Albert Hirschman. I don't know how familiar you are with that one.
B
I haven't read it, but I've heard the title.
A
Oh, go read it. Put in your spare time. It essentially, and it has nothing to do with finance, has nothing to do with activism, but has everything to do with how interested parties in organizations act and decide in particular whether to, like, Exit Whether to just leave the organization or whether to, as Hirschman says, express voice, try to change an organization. And again, he's a political theorist, and it's an easy read. It's like a little more than 100 pages, but it really foreshadowed a lot of the nature of activism in many ways. Political activism, social activism, but in our case, investment activism. And he has like one page, one paragraph about investors. It's really kind of funny. Well, go ahead.
B
Yeah, it's just funny because Bob Thompson's professor at Georgetown, I think he's the one who came up with the phrase that shareholders actually have three rights, which is vote, sell, and sue. So there isn't. Loyalty doesn't fit. But the exit voice is very much like shareholders have three things that they can do. They can sell their shares, exit. Exactly. They can vote voice or they can sue.
A
Really Voice. Exactly. So. So Hirschman's formulation, which I read, I think as an undergraduate, I was assigned this book, and this is a very long time ago. I still have my own copy, my old copy, and it's great. I pick it up periodically. All right, so there's. There's three kind of long ago, you know, decades old texts that help inform kind of what activism looks like and how to think about it. There's some more current or more recent ones that are worth highlighting, and I'm going to go through these a little quicker. If you're interested in a really good overview of just corporate governance, there is a book called Corporate Governance, and it's a very thorough, extensive treatise by Monks and Minow and of course, Minnow is
B
Nel Minnow, who was on the show.
A
Right. We interviewed her. She's an old friend, and her mentor was a guy by the name of Bob Monks, who died last year, who was one of the original kind of activists in the 70s. He ran for the board of directors at Sears. Remember Sears, the retailer?
B
I remember Sears, yes.
A
Right. They got four stores left. There was an article about them the other day, and I think that.
B
And multiple lawsuits that I can remember things by lawsuits.
A
So anyway, so they're both attorneys. I think Monks is an attorney now. Definitely is an attorney. And they wrote a very extensive treatment of corporate governance that is a really good reference tool. And I think they've Updated probably either 3rd or 4th edition at this point. So Corporate Governance, if people want a single book on corporate governance that sort of goes over a lot of the general and specific principles with reference to law and so forth, that's, It's. It's A winner. Okay. There are two or three kind of more case oriented books that I love to recommend to people. One of them is a little older and it's called Disney War by James
B
Stewart on my shelf, I think.
A
Oh, it's great. It's, it's long, it's detailed and it's, it's the account of when the Disney family was fighting off CEO Michael Eisner and his succession plans for the company. It reads kind of like a novel because that's how James Stewart writes, but it's. And it's probably at 20 or 25 years old at this point because that, that proxy contest took place in the 90s. But that is one of the single best extensive case studies of a corporate governance situation, activist situation. And it's ironic, you know, because the activist there was the Disney family, was Roy Disney, was, was Walt's brother or his family. So Disney War is, is another good kind of case study. And then another book of much more recent case studies is called Dear Chairman and it's by our friend Jeff Graham. So Jeff is an investor who runs a company, a little fund called Bandera Partners. He's been involved in some really funky, weird activist situations. And he's activist guy, he was guest on the pod sometime last year and what he did is took a very scholarly approach and went into archives and went and got all sorts of documentation and letters and SEC filings and so forth from decades and decades ago and profiled eight or 10 activist situations. And Dear Chairman, of course refers to the letter that, you know, some activist dude might write to the chairman of the board saying this is what I want. And you know, he talks about, you know, old railroad cases and more recent cases, you know, some really interesting stuff. Jeff teaches this book in a class at Columbia, I think Columbia, where he has, he's an adjunct and it's just a fascinating read. You know, he really unearthed some stuff that was, you know, quite unexpected. So in terms of like cases in individual examples, this is, this is a really, really good book. And, and if, if, if people haven't looked at it, they really, they really should. It's, it's probably fun to teach from this at some point if, if, if, if the opportunity arises. So I don't know if you'd seen that one, but that's great.
B
I, I know I haven't.
A
All right, cool. There's one other that just came out a little more recently and it's called, and it's like in the past year, and it's called Onboard the author is Jonathan Foster, who's like an investment banker, more of an insider. I'm eager to have him on the pod at some point and talk to him about this. So next time you're traveling, we'll see if he's available. But On Board is his book that is a much more kind of current treatment of some controversies and so forth in corporate governance and I suppose activist investing. So it's designed more for advice for directors. And his perspective is as more of a board insider. So he doesn't really adopt as much of the investor perspective as I would have preferred. But otherwise it's a very thorough look at some current stuff going on in Delaware or relatively current stuff. So he's as current as talking about some of the musk pay things and so forth. Yeah, and it's, it's like I said, it just came out in the past year and it would be like a good complement to the corporate governance book from Monks and Minnow, a little bit of an update with some more more recent stuff. So that would be on board by. I said Jonathan Foster. Okay. There's one other. So you've commented on some of these and I, and, and hopefully there's, there's, there's none that you disagree with as being kind of like, you know, not necessarily worth it.
B
Well, I haven't read, I, I admit I haven't read all of them, but you're definitely whetting my appetite.
A
Oh, cool, great. I know because you're, because you got all sorts of time for this. The one, the one other book that I'd recommend, I said we're gonna kind of like have case books and so forth. I still refer to my old corporate finance book from graduate school, Principles of Corporate Finance. It used, we used to just call Brilliant Myers. I don't know if you ever picked up these corporate finance books, but I
B
am not a finance person. I'm a law person. So I know, I know exactly enough corporate finance to be able to basically understand what people are talking about.
A
Well, so it used to be Brilliant Myers. I still have my old copy, which is 40 plus years old now. Franklin Allen. So it's Brilly Myers Allen, but it's one of the couple corporate finance techs that, you know, graduate students and MBA students and so forth, have to kind of tear apart. And I still refer to it sometimes if I'm looking for some sort of valuation trick or you're wondering about a share price or something like that. It's still, it's still valuable. So I still have principles of Corporate finance on the bookshelf. And I still refer to back to it sometimes. So there's, there's a list of books. I don't know if you, you have some that you kind of contribute here. But this is, this is kind of what I think about when people ask me what do I read to get smart about activist investing.
B
Yeah. Well, I don't focus specifically on activist investing, and a lot of what I read these days or whatever law review papers are out. But one book that I really like a lot, there's a series that people put out, They're Lost Stories and what they are.
A
Go ahead.
B
What they are. It's a whole series of them. But what they are, are. Each one is devoted to a different legal field, and they take some of the foundational cases in the field, and they kind of look and they tell you the background narrative of, like, what isn't in the case and the historical context and so forth. So there's one called Corporate Law Stories, and it has a lot of the foundational cases, Dodge vs Ford, Meinhardt vs Salmon, Ringling Brothers, and then a little slightly more modern ones like Blasius and Unocal and, and it, and it gives like, sort of a narrative of, like, what led to it and sort of contextualize it, you know, where it falls in history. And I just find that really interesting.
A
Oh, interesting. Okay. Corporate Law Stories.
B
Yeah.
A
All right, so that'll be your. That'll be your holiday gift, and that'll be my holiday gift next year, and I'll give you some of these. So. All right, cool. There are other things that we do read that we'd like to cover and discuss and kind of trade notes about, like, journals and blogs or who the hell knows? And so we were going to cover that too, but in a moment. All right, after a break.
B
Sounds good.
A
Cool. Here at Shareholder Primacy.
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Shareholder Primacy is brought to you by free flow analytics.com, the only free database of corporate directors, their influence, and their performance. If you own a stock or retirement plan, go to freeflowanalytics.com and look up which of your elected directors are performing well and which aren't. Use your vote in the alternative democracy
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and get your data atfreeflowanalytics.com.
B
now back to the show. Welcome back to Shareholder Primacy. I'm Ann Lipton here with Mike Levin. And we're continuing to look at what we read to keep current on law and investing and activism and whatever's going on in the business world. All right, so, yeah, now I think we're going to focus on like, because I keep getting asked like, how do you keep up with the cases? How do you find, like how do you find like whatever recent cases have been decided and all of that stuff than reading the newspaper which doesn't report on every little thing. How do you keep up with this stuff?
A
Right. Well, there's a couple of very basic resources that a lot of people on a lot of followers here already know. But it's worth mentioning there's two kind of university based blogs. There's the Harvard Law School Corporate governance. I call it the Corporate Governance Forum, but it's Lucian Babchik's department and it's the Harvard Law School forum or whatever on corporate governance. And they have two or three posts each day during the week. And then the. Its twin is the CLS Columbia Law School Blue sky blog. And I sense there's a little bit of a friendly, I don't know, competition between them to sort of get good stuff.
B
To get stuff. Yeah, but, yeah, so but both of them, they opposed by practitioners on latest developments. They have professors talking about their latest articles or their research. Sometimes industry people like Glass Lewis or ISS will post a report there. And of course frequently if there's been a, some kind of statement or speech by a member of the sec, something like those get posted there too.
A
Right. My sense is that sometimes with, with some frequency both are just reproducing memos from law firms. Yes, I think that's, there's some of
B
that is some of it and yeah, so I mean the thing about law firm memos is they can flag really interesting new issues but they very, you know, the law firm doesn't want to commit to a position because they might eventually have to litigate it. So often they'll describe an interesting new development but then the rest of the memo tends to be something along the lines of therefore you need to hire a lawyer and carefully consider that.
A
Oh sure, right. If you want this bylaw, if you want to take advantage of this bylaw thing, you need to talk to us in person.
B
Yeah, exactly. Like they don't, they don't like take a position like this was. They tend not to take positions too far because they don't know what they're gonna end up litigating but they can describe interesting new development.
A
I've sensed that both though Harvard and Columbia have started to focus a little more on like original contributions and not just reproducing stuff that's been. And I've published both places and I think you have too. Speaking of law firm memos, is there I can think of one law firm whose memos.
B
Yeah, they're very good, they're very well written and they're.
A
And that would be Cooley Goddard.
B
Yeah. And that's a little bit less dry legal tones. There's more personality.
A
Right Cooley? Right. Yeah. And they, and they, fortunately for them, their editor is this guy friend of ours, Brock Ramanick, who used to be part of another group that we're going to talk about. But he basically, I think keeps their memos going in the right direction at the right level of abstraction and kind of entertaining enough. So if there's a single law firm and you're interested in, you know, this corporate governance activist stuff that. Whose memos you want to read, I think it would be coolies at this, at this point. You know, there's look, there's any one of 50 law firms whose memos you could follow. And you know, some people do all that. I find that got to be a lot to try to read and it gets pretty redundant after a while. So those are law oriented ones. There's a finance guy who everybody's got to follow, which you gotta be Matt Levine.
B
Well, everybody follows Matt Levine. Yes.
A
Right. And you can. I happen to buy Bloomberg. I pay money to Bloomberg so I can get his stuff.
B
But my institution pays money to Bloomberg.
A
Oh, so wow. Okay. So you can get.
B
Well, one of the. I have a budget for books that I use for subscriptions that don't come to the school and one of my subscriptions is to Bloomberg.
A
Oh, I see. Okay. Oh, interesting. So. So they don't give you a terminal. No, that would be a lot.
B
I have a budget that allows me
A
to subscribe to Bloomberg, so I also subscribe to Bloomberg. Again, I don't have a terminal because I don't trade that way. But Matt Levine stuff is free. So anybody follow here? You want to follow him, you just add an email address and they'll send it to you. So yeah. So Matt Levine is required reading. There are some, a couple of others that are worth. Well, there's a. What are what. There's some newsletters along those lines that you. I know you like to read. What are some of the ones that you've used?
B
Well, I mean I can I. Well another legal ish blog that is Kevin Lacroix D and O Diary. He does.
A
Oh, interesting.
B
He mostly he's like an insurance guy, but he talks about things related to directors and officers liability, which I find useful. And then there are the blogs that you know, like the deal lawyers.com, the corporatecouncil.net, organization standards.
A
And they're all part of the same group, ccr. That's the group that Brock Ramanick came from.
B
And that's very useful stuff. Very useful updates on cases and development. Sometimes they report on law firm memory, but that's use. But usefully, like ones that I hadn't seen that, you know, whatever the latest development of the field is. Because if it hasn't reached the point of an actual dispute in case law, sometimes it doesn't come to my attention easily.
A
Oh, interesting. So if someone hasn't sued somebody, you may not see it.
B
Yeah. Then I rely on these blogs to tell me about developments that are outside the world of actual cases. Yeah.
A
And those three, those started out, I think, as compilations of law firm memos, but quickly spread. I mean, they have conferences, they have webinars, but those three blogs, Deal Lawyers, Corporate Counseling, Compensation standards, those are all free. I think you can just sign up and get those blogs sent to you directly without paying them money. I think that's right. There's another substack that I love, Mr. Corp.gov. do you get Mr. Corp gov?
B
I have seen Mr. Corp gov. Yes.
A
You haven't signed up for it yet though.
B
No, but I read it occasionally and they've had some. I think he had like, you know, an interesting breakdown of Tesla votes and other kinds of.
A
You should. It's. Again, it's free to sign up. He doesn't charge, you know. The person behind Mr. Korp. Gov is Andrew Droste, who we've interviewed, who joined us in the pod some months ago. And he basically had stewardship at Columbia Threadneedle. And so this is his kind of alter ego where he can talk about interesting governance development. So that's where I, you know, started following at one point last year, the Netflix director that lost the election because of attendance and so forth. He kind of wrote about that, you know, other kind of really interesting, you know, hardcore Corp Gov things. So Mr. Corpgov is quite good. Fortunately, you know, one of the problems with like the Harvard thing or deal lawyers and corporations, there's so much, you know, there's two or three or four items a day. You know, Andrew just folk. He's very well curated. He'll focus on one or two things a week or every couple weeks. And so, you know, when he publishes something, it's worth reading. So what do you. Go ahead, go ahead.
B
No, for substacks, I'll just throw out Professor Bainbridge you know, Steve Bainbridge at ucla, he's a substack now, but you do have to pay for that one. And Francie McKenna.
A
Oh, who's been on. We talked to her.
B
We've talked to her. You know, the dig.
A
The dig, the dig, the dig.
B
It's more accounting focused. Yeah. So also to keep up with cases, because people ask me about this a lot, is that Law360 and Bloomberg Law, which is actually a separate subscription from Bloomberg Law360 and Bloomberg Law, both have these sort of email newsletters that go out every weekday, and they're topical. So there's a securities 1 for law 360. There's a securities one for Bloomberg Law. There's an M and A one for Bloomberg Law. There's a corporate one for Law360. And what I mean, they have articles, but they also, Essentially, every case that's decided, as far as I can tell, in the field, gets a little blurb. And I find that incredibly helpful. So I skim that every morning and I, you know. And that's how I find a lot of the cases.
A
Oh, interesting. All right. Yeah. Again, I'm not trying to follow cases. I mean, when I follow cases, in part, I rely on what you tell me.
B
Yeah. For me, it's critical. So like every new securities decision, especially because I'm on a case book for securities, so that's how I keep up with those securities cases. Every single securities decision is ultimately flagged in Law360.
A
What do you use to keep track of SEC filings?
B
Well, mostly I only just sort of look when there's one particular thing that interests me. But there's a professor at Emory, Andrew Jennings, who has a free site called kfilings.com. k is the letter K. Kfilings1word.com where you can actually sign up if you're like. I mean, I know that, like, professional investors have ways that they get their SEC filings, but he has, like a little thing that you could sign up to be alerted for anything you're following.
A
Oh, interesting. Because I use. I have a couple resources. I mean, you could try to work Edgar, but Edgar's really a hassle. So there's one that I follow.
B
I hate that they've redesigned the site a couple years ago and I hate it so much.
A
Yes. I'm not a fan.
B
I keep switching to classic View because,
A
yeah, I don't love it.
B
I want the nice chronological view. I don't want whatever it is.
A
Yeah. I use something called SEC info. Seven letters, one word. SECinfo.com by this. And it's like a single proprietor, a guy in LA by the name of Fran Finnegan. And he basically has figured out a way to penetrate edgar. And it is delightful. It is so good. He has this comprehensive kind of EDGAR filtering service. And so any EDGAR filing is available through SEC info. You just look it up. There's keyword searching and so forth. You can do email alerts, which I love. So I have a couple dozen or more email alerts on specific tickers on specific symbols. So anytime Tesla does a filing, I get something from sec. So I see all the form fours and all the 10, 144, I mean all kind of stuff. And you can also get notification of specific types of SEC filing. So anytime somebody files a 13D, it shows up in my. So I get a lot of those. And it's, it's, it's technically free. Technically. I'm sorry, you can get it for free. He asked for 120 bucks and it is just great. It's, it's, it's just, it's easy to use, it's totally searchable and, and it's a one man show and it's, and it's really wonderful. I, I'd also. So that's what I use to kind of follow SEC filings. I see there's one other resource, there's a couple that you can, I mean there's other resources you can look at that, you know, cost a bunch of money for like following activism stuff.
B
Okay.
A
So there's, there's diligent S and P. You know, a bunch of these. I happen to happen to like a startup called Boardroom Alpha. One word Boardroom Alpha.com and they, they're pretty generous with their trial subscriptions and they have, it's, it's a basic tracker. So you can look at a company, look all the activist work situations that have been there, you can look it up. An activist, you can look up a type of filing again. Eventually you're going to pay some money there. But for now, Boardroom Alpha is like I said, because they're trying to grow. I think they're pretty generous with their trial subscriptions. So I get a couple reports from them once a day, Boardroom Alpha and it's. If I need to go look up, you know, some company and figure out, you know, if there have been some, some other activist things that might not have gotten to the SEC filing stage, like a news release or something like that, Boardroom Alpha would have that. And they also have complete Financial information available on companies. So it's one of these comprehensive resources that's a little less well known compared to a couple of the biggies, but I still really like using it. Another resource I like to follow is the Business Law Professor Blog.
B
Oh, wow, I know that one.
A
So that's where you publish your blog? That's where you blog?
B
That's where I blog, yeah. Roughly once a week. Sometimes more than once a week if I get very, very inspired. But there are other professors who contribute.
A
That's what I was kind of curious about. What's the story behind the business law professor block?
B
Well, it's gone through different management, it's switched sites. I mean, it was started many before I became a professor. It goes back to at least 2010, I think. least part of a law professor blog network that was on Typad, but then Typad kind of died. And so different blogs have sort of scattered to the winds. But basically it was always just a collection of business law professors. But people drop out and they go back in. So, like, the actual membership of the bloggers have changed over time. But two of the people who blog the most there, in addition to myself, are Joan Hemingway at Tennessee and Ben Edwards at Nevada. And Ben Edwards has been periodically sort of charting companies moving in and out of Delaware, which is really useful.
A
Right.
B
But yeah, you can sign up for emails every time there's a blog post, if you like. I. And I personally blog there once a week, more often if the. If I am inspired.
A
Right. All right. Yeah. So Business Law Professor Blog is something.
B
It's like one word, businesslaw professors.com. now after we moved from type AD because TypePad blew up.
A
Right, right. So I like that one too.
B
Oh, and also just Business law news. Obviously we all know about Wall Street Journal, but two other relatively new bloggish things that I like are. FT Alphaville has a substack now.
A
Oh, interesting. Yeah.
B
And they. And they put. And that you get an email alert once a week. And Semaphore, I think has.
A
Oh, they've got great business coverage.
B
Yeah, yeah, yeah, they have some real. I mean, it's like, you know, they get commentary that you don't necessarily see in other sources, which I find interesting. So they often have really interesting little tidbits.
A
Yeah, I get a daily email from Semaphore. Just general news, like old news.
B
Yeah. I've signed up for their media and for their business.
A
Right. And they, they. I don't know if you saw. They just raised. They just did a round. They raised 30 million bucks I saw. And so they're expanding and they, they had been doing a once a week business column and now they're evidently expanding it to five days a week.
B
Oh great. Cause I mean I really, I mean, you know, it's like I just, they, they, they, they managed to get sources who say things that I just don't see elsewhere.
A
Yeah, I'm glad you mentioned that. Semaphore is, is, is really a smart, a smart thing to follow. So. Yeah, so that's kind of a little overview of, of what to read and what to look at I think this year. So I think that I've learned a couple things here about what, what you like to look at. Yeah. And hopefully, hopefully some of the stuff I follow is going to be helpful to you. So like I said, I know what I'm going to get you for a couple gifts at some point. So.
B
Okay.
A
All right, Sound good? All right, cool. I think we can wrap up. So here's a pro tip for everybody, the followers here. So when podcasters like us don't have anything really, really current to kind of
B
comment on this is this kind of episode. Well, I mean there's stuff going on.
A
This is what we do.
B
This is what we're saying. There's stuff going on. There's the Warner, Paramount, Netflix thing, which I find fascinating, but we record a couple days before these things go. Anything I say now is going to turn out to be stale.
A
Stale, Old.
B
Yeah, very religious. Although the only comment I'll have is that Paramount apparently just like put out a claim that Warner's cable assets are worthless and therefore there's no need, like there's no value added by Netflix allowing Warner shareholders to keep them. To keep them.
A
Right, right, to keep them.
B
To which my response is, okay, well I'll take them. I mean, if they're worthless, they're free. If they're free, just give em to me, that's fine.
A
Right. I'll create a shell company to. Yeah. So anyway, when there's not a whole lot of news or nothing, really top of mind. We talk about things we read and hopefully that's, that's helpful to everybody. So let's move on from this and think about more stuff to talk. Hopefully we'll find better stuff next week. Anyway, this is Shareholder Primacy, hosted by Ann Lipton and me, Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations and is professor of of law and The Lawrence W. DeMuth Chair of Business Law at the University of Colorado Law School. You can find me mike@theactivistinvestor.com and annaw colorado. Edu. Our podcast is produced and distributed by Free Float Media. Thanks for listening. We'll talk again soon.
Podcast: Shareholder Primacy, Free Float Media
Date: January 14, 2026
Hosts: Mike Levin (activist investor), Ann Lipton (professor, University of Colorado Law)
In this New Year’s kickoff episode, Ann Lipton and Mike Levin respond to frequent questions about their reading habits and offer an in-depth guide to foundational and current literature in activist investing, corporate governance, and securities law. The duo not only shares their top book recommendations—from classics to brand-new releases—but also opens their playbooks on keeping up with cases, SEC filings, blogs, and must-read newsletters. Aimed at both veteran practitioners and curious mid-career professionals, the discussion serves as a vibrant, practical syllabus for anyone seeking to deepen their understanding of how financial and legal perspectives collide in modern business.
“People ask, are there any books that I could read? Is there a single book I can read that will make me smart about activist investing? And the short answer to that, of course, is no... There is no single book. But there are books that I recommend.”
“That’s what I tell my students.”
“It’s absolutely foundational in the field now... People refer to the Berle and Means corporation.”
“If you allow managers to do all sorts of other stuff besides make a profit, then they can do all sorts of weird things with the company.”
“It has nothing to do with finance... but has everything to do with how interested parties in organizations act and decide whether to exit or to express voice, try to change an organization.”
“Shareholders have three things they can do. They can sell their shares, exit... they can vote, voice, or they can sue.”
“It reads kind of like a novel... one of the single best extensive case studies of a corporate governance situation, activist situation.”
“They tell you the background narrative... the historical context... I just find that really interesting.”
(18:51–33:55)
“There’s a little bit of a friendly competition between them to sort of get good stuff.”
“Everybody follows Matt Levine.”
"Until you and I or me or someone writes that book, and we should do that, why don't we do that? That'll be our next project." —Mike, (01:12)
"The problems that they saw in the development of the modern corporation 100 years ago are still the problems that we're having." —Ann, (06:55)
“He has like one page, one paragraph about investors. It’s really kind of funny.” —Mike, (07:27)
"The law firm doesn’t want to commit to a position because they might eventually have to litigate it. Often they'll describe an interesting new development but then the rest of the memo tends to be, 'Therefore you need to hire a lawyer and carefully consider that.'" —Ann, (20:06)
“They have, it's a basic tracker... you can look up a company, look [at] all the activist situations that have been there... Eventually you’re going to pay some money, but for now, Boardroom Alpha is... pretty generous with trial subscriptions.” —Mike, (30:02)
"When podcasters like us don't have anything really, really current to kind of comment on, this is this kind of episode." —Mike, (34:39)
The conversation is welcoming, lively, and irreverently scholarly; both hosts blend law, finance, and wit. They candidly admit what they haven't read while selling each other on books and online resources, peppered with banter about pronunciations, collecting casebooks, and the peculiarities of law firm memos. Regular mentions of previous podcast guests, anecdotes about past conferences, and personal reading habits keep the discussion personable and pragmatic.
If you want to get smart about activist investing and contemporary corporate governance, the episode's recommended resources include:
Pro tip:
“When there’s not a whole lot of news or nothing, really top of mind, we talk about things we read and hopefully that’s helpful to everybody.” —Mike, (35:19)
Listeners looking for what to read in 2026—start here.