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What is corporate governance? Why is it important? Why are companies and shareholders perpetually warring over it? What impact do these battles have on investors and non-investors alike?

Shareholder and Company Governance Wars provides a window into on-going battles between shareholders and public companies on the vast range of issues considered to be "corporate governance" today, including executive compensation; dividends and financial considerations; diversity; environmental, health, and safety (EHS) issues; a variety of social issues; and control of companies and the boards who oversee them.

In this thoughtful, eye-witness account, Francis H. Byrd discusses the modern shareholder rights movement and gives insights into the best practices for companies and shareholders in dealing with each other. This book will be of interest to institutional investors, academics, and corporate and securities lawyers, regulators and the business media.

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Prologue

In Not Quite the Beginning

The Gilberts

South Africa/Sullivan Principles

Corporate Social Responsibility

Power of Shareholder Resolutions

Chapter 1. Investors´ Constant Desperate Search for Alpha- "Barbarian" Activists vs. "Feudal" CEOs

Chapter 2. Director Independence, Diversity, and the Battle Against Board Group Think

Chapter 3. What do Climate Change, Labor Rights, Human Trafficking Have To Do with Making Profit?

Oil, Coal & Gas

The Future or the Past

Energy industry versus ESG Institutional Investors

The Exxon Valdes oil spill, then BP/the Birth of Ceres (background/context)

Cheap Manufacturing, Global Supply Chains and Reputation Risks from Kathy Lee Gifford to Rana Plaza

The ILO, Union funds and Faith-based investors (Trust, But Verify!)

Forests, Trees, and Water Fights

Chapter 4. The Post Dodd-Frank World: The Battle to Restore Trust (Lies, Hubris, and the Death of Trust in the Wake of the Financial Crisis)

Chapter 5. The Continuing Evolution of Corporate Governance Discontent

Afterword - The Governance World of Tomorrow

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Francis Byrd, Principal Consultant of Byrd Governance Advisory, provides strategic advice on shareholder communications, engagement strategy and investor relations to corporate issuers and investors. He has more than 20 years of experience in the corporate governance and environmental, social, and governance (ESG) fields and possesses a wide perspective on the goals and motivations of institutional investors and corporate issuers. Francis has held responsible positions with top institutional investors (TIAA, the Connecticut Retirement Plans & Trust Funds and the NYC Pension Funds); assessed governance quality at North Americas largest companies on behalf of bondholders and creditors (at Moody´s Investors´ Service) and advised corporate public issuers on how to respond to and engage with activist investors, ESG advocates, shareholder proponents and proxy advisor firms (at proxy solicitation/shareholder communications firms The Altman Group and Laurel Hill Advisory).

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