Publications

February 2000 (Revised April 2004)
Case

Butler Capital Partners and Autodistribution: Putting Private Equity to Work in France

Describes a proposed buyout transaction of Autodistribution, an entrepreneurial firm that is the leading car-parts distributor in France. The deal became feasible because of a failed takeover battle for Autodistribution's parent company. Private equity investor Butler... View Details

Keywords: Private Equity; Leveraged Buyouts; Valuation; Executive Compensation; Entrepreneurship; Distribution Industry; Auto Industry; France

October 2011
Article

Concentrating on Governance

By: Dalida Kadyrzhanova and Matthew Rhodes-Kropf

This paper develops a novel trade-off view of corporate governance. Using a simple model that integrates agency costs and bargaining benefits of management friendly provisions, we identify the economic determinants of the resulting trade-offs for shareholder value.... View Details

Keywords: Market Participation; Corporate Governance; Business and Shareholder Relations

August 2008
Case

Thoma Bravo - Citect Corporation Take-Private

In 2006, Citect Corporation, a publicly traded Australian software company, was the target of a takeover battle between a financial sponsor and a strategic buyer. Thoma Bravo, the U.S.-based private equity firm, had to decide on its acquisition strategy in the face of... View Details

Keywords: Mergers and Acquisitions; Private Equity; Investment; Negotiation Deal; Privatization; Valuation; Australia

June 1996 (Revised July 1997)
Case

Hostile Bid for Red October, The

By: Benjamin C. Esty and Alan Bigman

Manatep Bank, a Russian investment bank, has just announced the country's first hostile tender offer for Red October, a confectionery company located in Moscow. As the chief financial officer of the target company, Yuri Yegorov must decide how to respond, how much his... View Details

Keywords: Capital Markets; Cash; Governance Controls; Financial Condition; Investment Banking; Financial Markets; Trade; Valuation; Financial Management; Food and Beverage Industry; Moscow

November 2015 (Revised March 2018)
Case

Air Products' Pursuit of Airgas (A)

By: Charles C.Y. Wang, Paul M. Healy, Penelope Rossano and Kyle Thomas

This case centers around the Air Products' hostile takeover attempt of Airgas in 2010. Air Products argued that its offer of a 38% premium is generous given Airgas' poor performance, which Air Products attributed to underperforming and entrenched managers at Airgas. On... View Details

Keywords: Acquisition; Business and Shareholder Relations; Industrial Products Industry; Energy Industry; Chemical Industry

August 2015 (Revised September 2015)
Case

Shareholder Activists and Corporate Strategy

By: David Collis and Ashley Hartman

By 2015, there had been an upsurge in activist shareholders arguing for radical changes in companies' corporate strategies. Personalities like Carl Icahn, Bill Ackman, and Daniel Loeb were feared and loathed in some quarters, celebrated in others. With nearly $120... View Details

Keywords: Scope; Activist Investors; Spin-offs; Synergy; Diversification; Consolidation; Hedge Fund; Corporate Strategy

December 1997
Case

American Cyanamid (A) & (B) (Combined)

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest merger-and-acquistion transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had... View Details

Keywords: Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Conflict and Resolution; Pharmaceutical Industry

April–May 2021
Article

Labor Mobility and Antitakeover Provisions

By: Aiyesha Dey and Joshua White

How do firms protect their human capital? We test whether firms facing an increased threat of being acquired strengthen their antitakeover provisions (ATPs) in order to bond with their employees. We use the adoption of the Inevitable Disclosure Doctrine (IDD) by U.S.... View Details

Keywords: Labor Mobility; Antitakeover Provisions; Trade Secrets; Implicit Contracting; Employee Bonding; Corporate Governance; Acquisition; Human Capital; Strategy; Innovation and Invention; Intellectual Property; Safety

February 2006 (Revised November 2012)
Case

Corporate Responsibility & Community Engagement at the Tintaya Copper Mine (A)

By: V. Kasturi Rangan, Brooke Barton and Ezequiel Reficco

Located in the highlands of Peru, the Tintaya copper mine has long been a source of intense conflict between local community members and mine operators. The mine, which was owned and managed first by the Peruvian state and later by BHP Billiton, stands on 2,300... View Details

Keywords: Developing Countries and Economies; Multinational Firms and Management; Agreements and Arrangements; Corporate Social Responsibility and Impact; Business and Community Relations; Non-Governmental Organizations; Conflict Management; Mining Industry; Australia; Peru

April 1998 (Revised May 2001)
Supplement

Acquisition of Consolidated Rail Corporation (B), The

By: Benjamin C. Esty, Lori A. Flees and Mathew M Millett

Eight days after CSX announced it was going to buy Consolidated Rail (Conrail) for $88.65 per share, Norfolk Southern made a hostile $100 per share bid for Conrail. Over the next several months, the potential acquirers upped their bids while exchanging criticism in the... View Details

Keywords: Law; Valuation; Rail Transportation; Bids and Bidding; Governance Controls; Mergers and Acquisitions; Business Strategy; Corporate Finance; Rail Industry; United States

26 Mar 2019
First Look

New Research and Ideas, March 26, 2019

antitakeovers experience a reduced takeover likelihood. Cross-sectional tests indicate that firms with higher innovative activity increase antitakeovers more after IDD, and those that do, experience greater ex-post innovation outcomes.... View Details

Keywords: Dina Gerdeman

August 2022
Case

One Tiger Per Mountain: The He Family Office

By: Lauren Cohen, Fei Wu and Grace Headinger

Roy He, founder and majority shareholder of his family construction material production company, was preparing to pass down the family business through its first generational handover to his children. His decision would establish his familial legacy and set a precedent... View Details

Keywords: Governance Structure; Family Business; Family Ownership; Strategic Planning; Family and Family Relationships; Leadership; Construction Industry; Canton (city, China); Canton (province, China); China

16 Mar 2010
First Look

First Look: March 16

takeovers and/or liberation. Capitalist evolution requires the continuing transformation of its three levels of governance. Denial: Why Business Leaders Fail to Look Facts in the Face—and What to Do About It Author:Richard S. Tedlow... View Details

Keywords: Martha Lagace

2011
Book

Capitalism: Its Origins and Evolution as a System of Governance

By: Bruce R. Scott

Capitalism, as defined in this book, is an indirect, three-level system of governance for economic relationships (i.e., economic, administrative, and political). Whereas economic markets can coordinate supply and demand within an existing system thanks to the invisible... View Details

Keywords: Economic Systems; Price; Governance; Government and Politics; Books; Markets; Relationships; System

September 2006 (Revised May 2008)
Supplement

Corporate Responsibility & Community Engagement at the Tintaya Copper Mine (B)

By: V. Kasturi Rangan, Brooke Barton and Ezequiel Reficco

Engaging local stakeholders and building strong relations has become a strategic imperative for multinational firms in the often politically charged mining, oil, and gas sectors. For BHP Billiton, the world's second largest mining company, its Tintaya copper mine in... View Details

Keywords: Corporate Social Responsibility and Impact; Mining Industry

February 2007
Case

Update: The Music Industry in 2006

By: John R. Wells and Elizabeth Raabe

The global recorded music industry was undergoing a major transition in 2006. Sales had been declining for a decade, and consumers were buying music in new formats and through different distribution channels. CD sales still accounted for the majority of revenues, but... View Details

Keywords: History; Arts; Music Entertainment; Intellectual Property; Market Timing; Performance Evaluation; Trends; Music Industry

November 2007
Article

If Private Equity Sized Up Your Business

By: Robert C. Pozen

This article includes a one-page preview that quickly summarizes the key ideas and provides an overview of how the concepts work in practice along with suggestions for further reading. As the dust settles on the recent frenzy of private equity deals (including... View Details

Keywords: Mergers and Acquisitions; Capital Structure; Private Equity; Investment Return; Governing and Advisory Boards; Executive Compensation; Business and Shareholder Relations; Value Creation; Financial Services Industry

May 2010
Article

Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008

By: Guhan Subramanian, Steven Herscovici and Brian Barbetta

Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause... View Details

Keywords: Courts and Trials; Opportunities; Bids and Bidding; Laws and Statutes; Decisions; Change; Acquisition; United States