Publications

09 May 2017
What Do You Think?

Should Management Be Primarily Responsible to Shareholders?

But the ascendancy of agency theory—the idea that shareholders are owners of the corporation and managers their agents in a quest to maximize shareholder value—need not be one of them. Agency theory will not... View Details

Keywords: by James Heskett

2021
Book

The Power of Trust: How Companies Build It, Lose It, Regain It

By: Sandra J. Sucher and Shalene Gupta

Trust is the most powerful force underlying the success of every business. Yet it can be shattered in an instant, with a devastating impact on a company’s market cap and reputation. How to build and sustain trust requires fresh insight into why customers, employees,... View Details

24 Nov 2003
Research & Ideas

Boards and Corporate Governance: A Balanced Scorecard Approach

Companies can create shareholder value through more effective governance, and through boards that do not simply ensure compliance, but focus their time and efforts on the most critical strategic areas. Past board results have often not... View Details

Keywords: Re: Robert S. Kaplan & Krishna G. Palepu

01 Jun 2022
News

Is Stakeholder Management Facing New Headwinds?

16 Feb 2023
HBS Case

ESG Activists Met the Moment at ExxonMobil, But Did They Succeed?

The impact-investment hedge fund Engine No. 1 made a big splash in May 2021 when it managed to get three nominees elected to the ExxonMobil board of directors. It was an open effort to prod the oil giant toward renewable energy and test whether activist investing could... View Details

Keywords: by Lane Lambert; Financial Services

October 2021 (Revised May 2023)
Case

Engine No.1: An Impact Investing Firm Engages with ExxonMobil

By: Mark Kramer, Shawn Cole, Vikram S. Gandhi and T. Robert Zochowski

ExxonMobil, the world's fifth largest source of carbon emissions, remained committed to aggressively expanding its oil & gas business despite global warming. During the COVID pandemic this strategy resulted in massive losses as the price and demand for oil declined. ... View Details

Keywords: Carbon Emissions; Global Warming; Impact Investment Funds; Hedge Fund Activism; Leadership Development; Business Model; Renewable Energy; Resource Allocation; Decision Choices and Conditions; Governing and Advisory Boards

01 Jul 2012
News

What Good Are Shareholders?

April 2018 (Revised June 2020)
Case

Tesla's CEO Compensation Plan

By: Krishna G. Palepu and Sarah Mehta

Tesla’s board of directors proposed an unusual compensation plan for the company’s CEO Elon Musk. The plan payouts were entirely contingent on achieving very ambitious market value, sales, and EBIT targets over the next ten years. If all the targets were achieved,... View Details

Keywords: CEO Compensation; Compensation Committee; Corporate Governance; Executive Compensation; Governing and Advisory Boards; Business and Shareholder Relations; Auto Industry; United States

April 2005
Case

Saving Disney

At a March 2004 annual shareholder meeting, 45% of Walt Disney Co.'s shareholders withheld their support from CEO and Chairman Michael Eisner, producing a large no-confidence vote in the company's leader. The company had struggled financially in recent years and the... View Details

Keywords: Governing and Advisory Boards; Personal Development and Career; Corporate Governance; Entertainment and Recreation Industry

Research Summary

Fabrizio Ferri's research focuses on a number of corporate governance issues, with particular emphasis on executive compensation and shareholder activism. His dissertation investigates the determinants and consequences of firms' decision to reprice... View Details

11 Oct 2017
Research & Ideas

The House Wants to Squelch Voices of ‘Small’ Shareholders. Research Shows Those Voices Matter.

of America’s shareholders from voicing their concerns. When a shareholder has a beef with a company’s business practices, they can submit a formal proposal to suggest a policy change. The company can respond... View Details

Keywords: by Carmen Nobel

2017
Working Paper

Why and How Investors Use ESG Information: Evidence from a Global Survey

By: Georgios Serafeim

Using survey data from a sample of senior investment professionals from mainstream (i.e., not SRI funds) investment organizations, we provide insights into why and how investors use reported environmental, social, and governance (ESG) information. The primary reason... View Details

Keywords: Investment Management; Sustainability; ESG; ESG (Environmental, Social, Governance) Performance; Investment Fund; Investment Strategy; Corporate Accountability; Activist Shareholder; Engagement; Environment; Climate Change; Customers; Customer Satisfaction; Employee Engagement; Global Warming; Investment; Decision Making; Environmental Sustainability; Performance Expectations

SSRN

Article

The Error at the Heart of Corporate Leadership

By: Joseph L. Bower and Lynn S. Paine

Agency theory, a new model of governance promulgated by academic economists in the 1970s, is behind the idea that corporate managers should make shareholder value their primary concern and that boards should ensure they do. The theory regards shareholders as owners of... View Details

Keywords: Agency Theory; Business and Shareholder Relations; Leadership; Corporate Governance

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March 2012 (Revised September 2014)
Supplement

Clarks at a Crossroads (B)

By: John A. Davis and Suzanne Stroh

Clarks (B) summarizes the results of the shareholders vote described in the (A) case. View Details

Keywords: Voting; Business and Shareholder Relations; Apparel and Accessories Industry

March 8, 2016
Article

How Big Business Created the Politics of Anger

By: Mark R. Kramer

Years of enriching shareholders has come home to roost. View Details

Keywords: Corporate Social Responsibility and Impact; Ethics

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August 2007 (Revised January 2008)
Case

Dollar General Going Private

Intended to improve students' understanding and encourage their use of financial statement analysis. The context is Dollar General Corporation's acquisition by private equity sponsor KKR, which took the company private in 2007. Although the proposed merger generated a... View Details

Keywords: Financial Statements; Mergers and Acquisitions; Private Equity; Price; Privatization; Valuation; Retail Industry

July 2016 (Revised January 2019)
Case

Cyber Breach at Target

By: Suraj Srinivasan, Lynn S. Paine and Neeraj Goyal

In November and December of 2013, Target Corporation suffered one of the largest cyber breaches to date. The breach that occurred during the busy holiday shopping season resulted in personal and credit card information of approximately 110 million Target customers... View Details

Keywords: Safety; Credit Cards; Customer Relationship Management; Internet and the Web; Governing and Advisory Boards; Crisis Management; Retail Industry

June 2007 (Revised April 2008)
Case

Say on Pay

By: Jay W. Lorsch, V.G. Narayanan and Alexis Chernak

Briefly describes the trend in 2006 and 2007 in the United States to give shareholders an advisory vote on executive compensation. Highlights a few examples where shareholders have successfully garnered a majority in support of an advisory vote measure on company proxy... View Details

Keywords: Voting; Corporate Governance; Governing and Advisory Boards; Executive Compensation; Business and Government Relations; Business and Shareholder Relations; United States

2009
Book

Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950

By: Aldo Musacchio

In Experiments in Financial Democracy, I challenge the idea that it was colonial institutions that sent Brazil, a civil law country, down a particular path of corporate governance and finance. Detailed archival research reveals significantly different patterns of... View Details

Keywords: Private Equity; Investment; Corporate Governance; Governing Rules, Regulations, and Reforms; Business History; Business and Shareholder Relations; Brazil