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Grumpy Old Bankers: Wisdom from crises past -
CSFI Books
Includes article by Robert Monks.
Grumpy Old Bankers features a stellar cast of contributors,
including Henry Kaufman, Sir Jeremy Morse, Sir Brian Pearse,
John Reed, Shijuro Ogata and Mohammed Abalkhail. Most have had a
variety of roles, of course, but all have the perspective of
many years and all are now retired or semi-retired, so they feel
free to speak their minds. And they do so with candour. Read
review from
Financial Times. Purchase from
CSFI.
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Shareholder Activism: An Emerging Paradigm - Icfai Books
edited by Madtha Cyril Marcel; article by Robert A.G. Monks
Shareholder activism is the way in which shareholders exercise
their ownership rights to influence a company’s behavior.
Activist investors, dissatisfied with certain aspects of a
company’s management, seek to cause a change within the company
by resorting to various forms of activism, ranging from selling
off shares to acquisition of controlling interest in the
company. In between these extreme steps, other actions like
issuing private or public communications to the management and
the board of directors demanding change in the company
decisions, submitting
shareholder
resolutions, filing legal cases etc., are also taken by activist
shareholders. Shareholder activism is growing very fast after
the spectacular business scandals like Enron and WorldCom
revealed at the turn of this millennium. Shareholder activism is
exhibited by individual investors as well as institutional
investors like pension funds, mutual funds, hedge funds, and
labor unions by exercising their shareholder rights to influence
the decisions of companies either individually or in
collaboration with other shareholder groups. Shareholder
activism is also supported by many labor unions and environment
groups as an approach to achieve social and environmental
change. Shareholder activism may have both positive and negative
effects on companies. This book is divided into two sections.
The first section focuses on the issues and concepts of
shareholder activism and the role of institutional investors.
The second section deals with cases and experiences with regard
to shareholder activism. The fourth article is “The Case for Powerful Shareholders” written by Robert A G Monks. In
this article, the author supports an effective shareholder
involvement in the corporate governance. The essence of any
system of governance is that those to whom substantial powers
are entrusted must be accountable to those whom they serve. When
institutional shareholders get united efficiently, corporate
managements will be held accountable for their decisions. The
author recognizes stockholder surveillance as the principal
internal factor on which American tradition relied to legitimate
corporate power. The author observes that corporate pension
funds controlled by their corporate managements do not play an
activist role, though there is an explicit duty cast on these
funds to be proactive investors on behalf of their beneficial
shareholders. In the concluding part, the author suggests that
there should be no power without responsibility and governments
should aid shareholder involvement for better corporate
governance.
Purchase at
Icfai |
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Corpocracy -
Wiley
An inside
look at how corporations subvert the public good for their own
benefit.
Instead of being ruled by laws, corporations today write their
own regulations, reward CEOs with exorbitant pay, disdain their
real owners, and despoil the political process and the
environment, all in the name of "wealth creation" and "corporate
welfare." This clear and careful analysis by one of the nation’s
leading shareholder activists shows how corporations seized
control, how they have abused their power, and what we can do to
rein them in again. The excesses of Big Business are sure to be
a key issue in the 2008 presidential campaign, and Corpocracy
will lead the debate.
Purchase from
Amazon.com
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Corporate Governance - 4th Edition,
Wiley
co-authored by Robert A.G. Monks and Nell Minow
The new
edition of this successful text offers an indispensable guide to
the key concepts of corporate governance every student and
business professional should know. It includes more exercises
and student questions, penetrating analysis of the latest
examples of corporate failure and controversy, and the lively
"cases in point" which have characterized previous editions.
Features 16 case studies of corporations in crisis, including
General Motors, American Express, Time Warner, IBM, and Premier
Oil; contains an invaluable web link to The Corporate Library,
the leading independent research firm dedicated to corporate
governance; includes an Appendix with an overview of CG
Guidelines and Codes of Best Practice in Emerging Markets.
Purchase from
Wiley
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Shareholder
Activism: Corporate Governance and Reforms in Korea -
Palgrave Macmillan
authored by Han-Kyun Rho; foreward by Robert A.G. Monks
Shareholder activism in Korea has been commended by Western
economists. A prominent leader is the People's Solidarity for
Participatory Democracy (PSPD), a civil society organization.
How could the activism led by a civil society organization grow
and thrive in the poor soil of Korea to become the success story
of corporate governance reform in developing countries? This
book examines shareholder activism and investigates three
elements of social movement theory - political opportunity,
framing process and resource mobilization - to explain this
phenomenon.
Purchase from
Alibris
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Shareholder
activism on environmental issues: A study of proposals at large
US corporations (2000–2003) - The United Nations Natural
Resources Forum
co-authored by Robert A.G. Monks, Anthony Miller and
Jacqueline Cook
Socially Responsible Investing (SRI) has carved out a niche in
the financial world, and each year a large number of shareholder
proposals are filed at public companies in the US related to
issues of corporate social responsibility (CSR). While the
primary interests of CSR activists remain distinct from those of
traditional corporate governance (CG) activists, the two groups
do share an interest in minimizing the risk of negative
environmental or social impacts from the operations of the
corporation. They also share the objective of achieving
transparency and accountability in corporate decision-making. In
relation to this latter objective, they both face similar
challenges concerning conflicts of interest among key
institutional shareholders. This article examines the record of
shareholder proposal filing and voting from 2000–2003 for 81
large US public corporations to determine the relative
prominence of CSR shareholder activism and the prospects for
effective CSR shareholder activism on key environmental issues.
The analysis of these data finds that nearly half (45%) of all
shareholder resolutions are related to CSR, and that those
resolutions which combine issues of CSR with traditional CG
activism appeal to slightly more shareholders than issues of CSR
alone. The article also examines shareholder activism at the
micro level with a case study of the voting record at
ExxonMobil. The article finds that CSR-related shareholder
activism represents the majority of shareholder activism within
that firm and that resolutions targeted at climate change are
particularly well supported. These resolutions draw a connection
between environmental risk and risk to shareholder value. While
numerous challenges remain for both CG and CSR activists, the
article concludes that reforms that strengthen shareholder
rights and corporate governance more generally will also benefit
CSR activists and the environmental policies they promote in
particular. The article ends with some proposed solutions for
addressing the perceived conflicts of interest in corporate
governance and the shareholder voting process.
Purchase from
Wiley Interscience
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The curse of
the corporate state: Saving capitalism from itself -
Centre for the
Study of Financial Innovation
Bob Monks is a Boston grandee, a former Department of Labor
official, Wall Street lawyer and big-time fund manager, who has,
over the last 15 years, developed a second (or fourth) career as
one of America’s foremost corporate governance activists. Since
the LENS fund, which he founded in 1992 to put a bit of oomph
into institutional investment also operates a joint venture with
Hermes in the UK, his influence has become transatlantic – and
he has many supporters (and opponents) an the UK as well. This
paper is written by an angry old man in a hurry. Monks believes
that US democracy has been superceded by “corpocracy” – that the
US is run like a giant corporation and that flesh-and-blood
politics have been squeezed out by a philosophy epitomised by
the Business Roundtable. As part of that, he argued, the press
and television have been co-opted as well; in a faustian
compact, they depend on political ad revenues and politicians
depend on them for exposure. The result is that the little guy –
the guy who actually believed in capitalism – gets stuffed.
Purchase from
CSFI
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Thin on Top:
Why Corporate Governance Matters & How to Measure, Manage, and
Improve Board Performance - Nicholas Brealey Publishing
authored by Bob Garrett; foreward by Robert A.G. Monks
Taking readers behind the Boardroom door, this book demystifies
the role of the CEO, debunks the three most widely-held
organizational myths about the limits of openess and personal
power, and details a system of metrics to measure and manage a
new set of competencies for the Board, its directors, and the
company as a whole.
Purchase from
Alibris
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Reel and
Rout: A Novel - Brook Street Press
"A novel of corporate intrigue by the world's foremost
shareholder advocate."
"Reel and Rout is a timely novel that exposes the backroom
and boardroom shenanigans that plague corporations and that have
led to a daily dose of headlines and scandals. From Enron to
Global Crossing to ImClone we are inundated with the suspicion
that all is not right with the business world. Filled with
colorful New York lawyers, inept trustees, avaricious bankers,
and even a few devoted public servants who care about more than
the latest sex scandal, Reel and Rout is a tale of greed
gone wild but in a world where some try to accomplish good."
Purchase
from
Barnes & Noble
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Capitalism without owners will fail: A
policymaker's guide to reform
-
Centre for the
Study of Financial Innovation
The authors are both eminent shareholder activists whose
concerns predate the current transatlantic brouhaha over
corporate governance. Bob Monks (US) wrote much of the ERISA
legislation and founded the LENS fund; Allen Sykes (UK) is a
former MD of Consolidated Gold Fields. Their argument is that
the plight of corporate governance on both sides of the Atlantic
has become so acute that it is now a systemic problem that needs
a radical solution. Not everyone will agree with what they
propose, but they offer a comprehensive set of proposals to
empower shareholders and to correct the “democratic deficit” at
the heart of contemporary capitalism. This is the first paper
that the CSFI published simultaneously on both sides of the
Atlantic. It marked the launch of the New York CSFI.
Purchase from
CSFI
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The New Global Investors - Capstone Publishing Limited
Released May 2001, The New Global Investors explains that
pension funds have a fiduciary responsibility to provide
retirement security for plan participants, and plan trustees are
legally responsible to invest in their beneficiaries' best
interest. Plan sponsors therefore have a duty to demand that
managements of the companies in their portfolios are not only
working effectively to maximize profits today, but also acting
in a socially and environmentally responsible manner to ensure
sustainable value for the future.
More information about
this book
Purchase from
Amazon.com
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Corporate Governance - 3rd Edition,
Blackwell Publishing
co-authored by Robert A.G. Monks and Nell Minow
In the
wake of the dramatic series of corporate meltdowns: Enron; Tyco;
Adelphia; WorldCom; the timely new edition of this successful
text provides students and business professionals with a welcome
update of the key issues facing managers, boards of directors,
investors, and shareholders. In addition to its authoritative
overview of the history, the myth and the reality of corporate
governance, this new edition has been updated to include:
analysis of the latest cases of corporate disaster; An overview
of corporate governance guidelines and codes of practice in
developing and emerging markets new cases: Adelphia; Arthur
Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at
IBM. Once again in the new edition of their textbook, Robert A.
G. Monks and Nell Minow show clearly the role of corporate
governance in making sure the right questions are asked and the
necessary checks and balances in place to protect the long-term,
sustainable value of the enterprise.
Purchase from
Amazon.com
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A Traitor To His
Class - Published in December 1998, this is Hilary
Rosenberg's (Institutional Investor magazine) biography
of Bob. It portrays his business crusade as an active and
eminent social figure and reveals the urgency of his mission to
make corporate America responsible to both its shareholders and
to society at large. George Soros wrote, "A Traitor To His
Class is a compelling biography of a master negotiator and
effective agent of change. Readers will be fascinated by Robert
Monks and his unique journey."
Purchase
from
Amazon.com
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The Emperor's
Nightingale - Published in January 1998 by Capstone in
the U.K, and by Addison-Wesley in the U.S. Included here are
links to both publishers, the Forward, written by Dean LeBaron,
and brief executive summaries of each chapter. The Emperor's
Nightingale takes a much broader view of the relationship
between the owners, managers and directors of the corporation
and draws heavily on the insights of the latest thinking on
economic and general complexity theory.
The full-text of this book is now available
online.
Purchase from
Amazon.com
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Published in May 1996
by Blackwell Publishers, Watching The Watchers: Corporate
Governance for the 21st Century, is a comprehensive look
at the implications of the corporate governance movement for the
future of large public corporations - and the world in which
they exist. Third in a series of crucial texts on corporate
governance by acknowledged leaders in the field, Robert A.G.
Monks and Nell Minow.
Purchase from
Amazon.com |

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Corporate Governance,
published by Blackwell Publishers 1995. This is the first
comprehensive textbook to focus on corporate governance -- one
of the most important development in business over the last
decade. The abuses and excesses of the takeover era and the
exponential growth of the institutional investor have
transformed the roles of the shareholders, managers and
directors of publicly held companies. Corporate Governance
explains how it happened, where it is going, and what the impact
will be. Including extensive case studies and selected outside
materials, this is an indispensable resource for students of
business, law and public policy. Co-authored by Bob Monks and
Nell Minow. First Edition is available.
Purchase from
Amazon.com
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Published in 1991 by
Harper Business, Bob co-authored Power and Accountability
with Nell Minow, his long-time collaborator in the field of
corporate governance and current business partner in the active
investment firm LENS.
Available
here in full text form, Power and Accountability
remains required reading for anyone interested in the
development and basic tenets of modern corporate governance
theory.
Watch Bob's video introduction
to this book.
Purchase
from
Amazon.com |
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