The Emperor's Nightingale: Restoring the Integrity of the Corporation in the Age of Shareholder Activism Book

In the 18th century, Adam Smith warned of the dangers of the joint-stock company, the precursor to today's modern corporation. Smith recognized the benefits of stock ownership--primarily in limiting risk to the investor--but he also saw these entities as a menace, with the potential for unlimited life, size, power, and license. Today, longtime shareholder-activist Robert A.G. Monks echoes these same concerns in The Emperor's Nightingale. Monks argues that there are few checks on the governance of public companies and laments the corporate lawlessness that's rampant today--from toxic-waste dumps to clever tax dodges. He writes, "In the absence of clear owner-driven values, the managers of many publicly held corporations have become increasingly powerful, filling boards to suit their own agendas and commanding enormous personal compensation and severance packages.... With their tremendous power to influence public policy and the public economy, these boards and managers have become increasingly accountable only to themselves. Instead of embracing the challenges of adaptation to and effective engagement in a dynamic, living economy, these short-term driven companies seek to bend the rest of the economic system to their own needs." Monks believes that the best hope for restoring accountability in today's corporations are the owners themselves--both individual and institutional shareholders. Only then will the corporate appetite for profits be balanced with the public good. The corporation, says Monks, is an example of a complex adaptive system, and he shows through computer modeling that responsible corporate behavior can enhance, not take away from, a company's bottom line. If you ever thought that corporate governance was one of those dry and uninteresting subjects, this insightful and thought-provoking book will surely change your mind. --Harry C. Edwards Read More