Publications
Publications
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- All HBS Web
(1,596)
- Faculty Publications (273)
- July 2015 (Revised March 2021)
- Case
Proxy Contest at DuPont
By: Jay W. Lorsch and Emily McTague
On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three... View Details
- April 2015 (Revised July 2015)
- Case
Proxy Access at Whole Foods
By: Jay Lorsch and Emily McTague
Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details
- April 2015
- Teaching Note
The Board of Directors at Market Basket
By: Jay Lorsch and Emily McTague
Teaching Note for the Board of Directors at Market Basket Case. View Details
- February 2015 (Revised April 2015)
- Case
The Board of Directors at Market Basket
By: Jay W. Lorsch and Emily McTague
The firing of Market Basket CEO Arthur T. Demoulas by his cousin, Arthur S. Demoulas, and directors affiliated with him set off employee protests throughout the grocery store chain. Industry specialists estimated that Market Basket was losing close to ten million... View Details
- February 2015
- Case
CLP: Powering Asia
By: George Serafeim, Rebecca Henderson and Dawn Lau
Richard Lancaster, taking over from Andrew Brandler, was the Chief Executive Officer (CEO) of CLP Holdings Ltd., one of the leading power companies in Asia, with operations in China, Southeast Asia, Taiwan, Australia, and India, and an energy portfolio spanning coal,... View Details
- February 2015
- Case
Sarah Sullivan at Greater Marketing Solutions (GMS)
By: Thomas J. DeLong, Paul McKinnon and Rebecca McCue
Sarah Sullivan, the new Managing Director of Greater Marketing Solutions, faces the difficult challenge of letting seven professionals go within a short span of time. In doing so she faces two greater challenges: figuring out which individuals to let go and getting her... View Details
- January 2015
- Supplement
Chorus and Telecom: Building the Boards. An Interview with Sarah Naudé and Matt Stanley
By: Boris Groysberg and Sarah L. Abbott
In 2011, Telecom, the largest telecom provider in New Zealand, was being divided into two publicly traded companies. In connection with this split, Sarah Naudé and Matt Stanley worked with the chairman of Telecom, Wayne Boyd, to create two new boards of directors for... View Details
- January 2015
- Article
Are Incentives Without Expertise Sufficient? Evidence from Fortune 500 Firms
By: Emilie R. Feldman and Cynthia A. Montgomery
Agency theory predicts that incentives will align agents' interests with those of principals. However, the resource-based view suggests that to be effective, the incentive to deliver must be paired with the ability to deliver. Using Fortune 500 boards as an... View Details
- November 2014
- Article
The Impact of Corporate Sustainability on Organizational Processes and Performance
By: Robert G. Eccles, Ioannis Ioannou and George Serafeim
We investigate the effect of corporate sustainability on organizational processes and performance. Using a matched sample of 180 U.S. companies, we find that corporations that voluntarily adopted sustainability policies by 1993—termed as High Sustainability... View Details
Keywords: Sustainability; Sustainability Management; Sustainability Research; Sustainability Reporting; Sustainability Targets; Corporate Social Responsibility; Corporate Accountability; Reporting; Corporate Governance; Investor Clientele; Investor Communication; Stock Market; Corporate Social Responsibility and Impact; Environmental Sustainability; Performance; United States
- September 2014 (Revised February 2017)
- Case
Turkcell
By: Felix Oberholzer-Gee, Charles C.Y. Wang and Esel Cekin
This case centers around the shareholder dispute between three major shareholders of Turkcell, and how its management vied against increasing regulatory intervention and market competition in the absence of a fully-functioning board. The battle for control of the... View Details
- 2014
- Article
Delaware's Choice
This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this... View Details
- July 2014 (Revised October 2014)
- Case
McKinsey & Co. - Protecting its Reputation (A)
By: Jay Lorsch and Emily McTague
On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda,... View Details
- July 2014 (Revised October 2014)
- Supplement
McKinsey & Co. - Protecting its Reputation (B)
By: Jay Lorsch and Emily McTague
On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda,... View Details
- June 2014 (Revised May 2017)
- Case
Southeastern Asset Management Challenges Buyout at Dell
By: Paul Healy, Suraj Srinivasan and Aldo Sesia
In late 2012, Michael Dell wants to take Dell Inc., the company he founded, private. Mr. Dell believes that the successful company's transformation from a personal computer (PC) manufacturer to an enterprise solutions and services provider (ESS) is dependent on going... View Details
Keywords: Leveraged Buyout Transaction; Leveraged Recapitalization; Management Buyout; Dell, Inc.; Hedge Fund; Corporate Governance Theory; Valuation; Valuation Ratios; Valuation Methodologies; Board Of Directors; Boards Of Directors; Carl Icahn; Computer Services Industries; Proxy Contest; Proxy Battles; Proxy Fight; Proxy Advisor; Financial Accounting; Financial Analysis; Financial Ratios; Finance; Corporate Accountability; Corporate Governance; Corporate Finance; Leveraged Buyouts; Computer Industry; United States
- June 2014 (Revised March 2017)
- Teaching Note
Chorus and Telecom: Building the Boards
By: Boris Groysberg and Sarah L. Abbott
In 2011, Telecom, the largest telecom provider in New Zealand, was being divided into two publicly traded companies. In connection with this split, Sarah Naudé and Matt Stanley worked with the chairman of Telecom New Zealand, Wayne Boyd, to create two new boards of... View Details
- May 2014
- Article
How to Outsmart Activist Investors
By: Bill George and Jay W. Lorsch
We offer opinions on how management and corporate boards of directors can best manage investor relations with activist stockholders such as hedge funds who are demanding major changes within a corporation to improve stockholder return. Beverage industry firm PepsiCo is... View Details
Keywords: Investment Activism
- March 2014 (Revised September 2019)
- Teaching Note
Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'
By: Suraj Srinivasan and Charles C.Y. Wang
This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm CEO's pay was inflated and... View Details
- February 2014
- Article
Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation
By: Francois Brochet and Suraj Srinivasan
We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details
- January 2014
- Case
Newfield Energy
By: William E. Fruhan and Wei Wang
In September 2013, Miles Griffin, CEO and chairman of the board of Newfield Energy, prepares to present financial proposals to the board of directors for approval. Newfield (based in Houston, Texas) was a large independent energy company primarily engaged in the... View Details
- January 2014 (Revised January 2014)
- Case
Showdown at Cracker Barrel
By: Suraj Srinivasan and Tim Gray
In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a... View Details
Keywords: Boards; Activist Investors; Proxy Battles; Shareholder Activism; Peer Firm; Ratio Analysis; Financial Accounting; Financial Analysis; Board Of Directors; Boards Of Directors; Financial Intermediaries; Financial Analysts; CEO Turnover; New CEO; Peer Groups; Hedge Fund; Hedge Funds; Proxy Contest; Proxy Fight; Proxy Advisor; Proxy Battle; Financial Statement Analysis; Financial Strategy; Corporate Governance; Corporate Disclosure; Governing and Advisory Boards; Competition; Valuation; Business Strategy; Value Creation; Business and Shareholder Relations; Financial Reporting; Financial Statements; Retail Industry; Food and Beverage Industry; United States