How Not To Respond To Investor Remarks

BobChapman1.jpgIt’s been years since Bob Chapman arguably invented the 13-D letter so beloved by activist hedge funds when he discovered that investors could attach missives to the company in public filings. But the head of Chapman Capital is still innovating—this time by being the first person ever to introduce the words “fuck you” in a public company filing with the SEC.
Perhaps surprisingly to some familiar with Chapman’s acerbic style, the obscenity wasn’t Chapman speaking to a poorly performing company Chapman Capital had invested in. Chapman’s a bit too witty to resort to such crude language in a shareholder letter, anyway. He prefers more colorful and literary insults. The words came as what Chapman dryly describes as an “eloquent” response from a chief financial officer on the receiving end of Chapman’s dissatisfaction.
According to Chapman’s letter, his fund had been pressuring working to get Embarcadero Technologies to open itself up to being acquired. As things tend to go in these situations, relations between Chapman and the top executives at Embarcadero seem to have deteriorated.
Chapman’s letter tells the story of a series of telephone calls from three weeks ago in which Chapman complained about the failure of Embarcadero to get itself sold and criticized the reputation Embarcadero chief financial officer Michael Shahbazian. Unsurprisingly, this did not go over well with Shabazian.
But let’s let Chapman’s letter speak for itself, in its own understated way.

On March 7, 2007, Mr. Chapman communicated to Mr. Shahbazian that the Board’s failure to announce a definitive merger agreement no later than March 30, 2007, would result in the filing by the Reporting Persons of an amended Schedule 13D, which should be expected to include as an exhibit a letter to the Board making public the results of Chapman Capital’s recently accelerated investigation into the Board and management of the Issuer. Furthermore, in response to certain comments made by Mr. Shahbazian during a conversation later that day, Mr. Chapman conveyed to Mr. Shahbazian Chapman Capital’s concern that, according to background checks directed by Chapman Capital, Mr. Shahbazian had been viewed negatively by various shareholders of Niku Corporation, ANDA Networks, Inc. and Walker Interactive, all of which in the past had employed Mr. Shahbazian in the capacity of Chief Financial Officer. Mr. Shahbazian reacted temperamentally to Mr. Chapman with the eloquent response, “Fuck you!” Mr. Chapman then forcefully informed Mr. Shahbazian that it was inappropriate and inadvisable for the Chief Financial Officer of a public company to utter such blasphemy to the advisor of a 9.3% ownership stakeholder in the Issuer.

Brilliant. And, as far as we can tell, the first time that the words “fuck you” have been entered into a public company filing with the SEC. Derivations of “fuck” have been entered before, however, both accidentally and intentionally. But the two intentional cases have all related to the titles of pornographic films.
Paul Kedrosky]

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Comments (110)

  1. Posted by Davis Freeberg | March 20, 2007 at 1:12 PM

    Andrew Schilling called an analyst an asshole on an earnings call before Enron imploded. Not quite the same as dropping the f-bomb, but it generated a fair amount of controversy nontheless.

  2. Posted by Anonymous | March 20, 2007 at 1:21 PM

    Classic accidental f-bomb in a filing – first page, second line after the second RESOLVED
    http://www.sec.gov/Archives/edgar/data/714980/000091431705000795/exhibit3i.htm

  3. Posted by WTF Davis? | March 20, 2007 at 1:51 PM

    Who the hell is Andrew Schilling?
    or did you mean Jeff Skilling?
    Thanks Davis, I have been laughing for the last ten minutes.

  4. Posted by NBAT | March 20, 2007 at 1:55 PM

    It wasn’t “Andrew Schilling,” it was Jeffery Skilling that called Grubman an “asshole” on that call.
    NBAT

  5. Posted by Anonymous | March 20, 2007 at 2:02 PM

    CYN thats hilarious

  6. Posted by Denise Robertson | March 20, 2007 at 2:10 PM

    Beautiful. Shahbazian is a jerk. He deserves to get publicly humiliated in an SEC filing like this.

  7. Posted by Pete | March 20, 2007 at 2:20 PM

    DRIPPING FUCKING WET PART 3
    was the godfather 3 of porno films.
    lets just forget it was ever made.

  8. Posted by Anonymous | March 20, 2007 at 2:22 PM

    great stuff

  9. Posted by joe | March 20, 2007 at 5:08 PM

    I don’t think Chapman invented the acerbic 13-D filing. Loeb and others were hard at work while Chapman was on sabatical. He did memorably coin the phrase “hedge fund remoras” though last year, to describe the lemmings that pile in to a stock after someone takes an activist position.

  10. Posted by Davis Freeberg | March 20, 2007 at 5:26 PM

    I obviously can’t tell the difference between schilling, skilling or stealing. My bad. It was one of those Enron guys.

  11. Posted by Anon | March 20, 2007 at 8:25 PM

    Somewhere in EDGAR there is a filing that contains the phrase “Black and Born to Butt Fuck”

  12. Posted by Adam | March 21, 2007 at 10:35 AM

    Fornication Under Carnal Knowledge……try that on for size. That your basic definition.

  13. Posted by guest | May 19, 2008 at 4:04 PM

    It is only blasphemy if Chapman is a god.

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