Governance Arbitrage

Radical governance model change is needed to maximize the full asset value of public company boards.

This unique and first of its kind book is decidedly not just another corporate governance tome. Instead, think of it as an investment thesis and memorandum with a radical prescription for driving performance and long-term shareholder value higher at public companies.

When a company has assets that are undervalued and/or underperforming, an opportunity exists to create value, in some cases materially. Public company boards are one such asset.

The core of this undervaluation and underperformance is the public company governance model itself. Author Henry Wolfe provides a contrarian in-depth analysis of the shortfalls of the current model, presenting for the first time a comprehensive look at the underperformance and lack of maximization of the board as an asset.

The solution for the maximization of the board as an asset lies in the development of a completely new governance model. Taking lessons from the governance of the portfolio companies of the top private equity firms and personal experience, Wolfe, in Governance Arbitrage, presents a radically different approach – the value maximization model – as a transformative model for public company boards. And, Governance Arbitrage goes further by providing a high level roadmap to implement this more robust governance model resulting in a board that is:

  • Perceived and developed as a key value-producing asset of the company
  • Directed by a clearly defined governing objective
  • Led by a high-performance chairman with distinct and relevant qualifications and responsibilities
  • Populated with directors with the specific track records and competencies to drive maximum long-term value
  • Aggressively on the hunt for the optimum levers and initiatives to develop the long-term full potential of the company
  • Intensely engaged to ensure that the governing objective is realized

  • Connecting the dots of governance underperformance and outperformance in a comprehensive way that has never been done, Governance Arbitrage shows how this new model is far more effective for creating accountability, achieving high performance and developing the full potential of the company over the long term. In fact, the shift to the value maximization model makes an arbitrage play possible——that is, a tangible gain in company performance and shareholder value brought about by more robust, high performance board.