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- 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
Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America
Lorsch, Jay, and Emily McTague. "Proxy Access at Whole Foods." Harvard Business School Case 415-073, April 2015. (Revised July 2015.)
- October 2018
- Case
The Proxy Fight at ADP
By: Robin Greenwood and E. Scott Mayfield
In July 2017, shares of Automatic Data Processing, Inc. (ADP) surged 12% following a report that the activist investor Bill Ackman had acquired a sizable stake in the company and planned to nominate his own slate of directors at the company’s annual meeting in... View Details
Greenwood, Robin, and E. Scott Mayfield. "The Proxy Fight at ADP." Harvard Business School Case 219-052, October 2018.
- 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
Srinivasan, Suraj, and Tim Gray. "Showdown at Cracker Barrel." Harvard Business School Case 114-026, January 2014. (Revised January 2014.)
- October 2013 (Revised September 2014)
- Case
The TELUS Share Conversion Proposal
By: Lucy White, Benjamin C. Esty and Lisa Mazzanti
On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details
Keywords: Proxy Contest; Proxy Battle; Proxy Advisor; ISS; Glass Lewis ＆ Co.; Hedge Fund; Short Selling; Share Lending; Telecommunications; Voting Rights; Empty Voting; Equity Decoupling; Share Unification; Dual Class Shares; Canada; Exchange Ratio; Shareholder Activism; Shareholder Votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY)
White, Lucy, Benjamin C. Esty, and Lisa Mazzanti. "The TELUS Share Conversion Proposal." Harvard Business School Case 214-001, October 2013. (Revised September 2014.)
- March 2014 (Revised May 2014)
- Teaching Note
The TELUS Share Conversion Proposal
By: Lucy White and Benjamin C. Esty
On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details
Keywords: Proxy Contest; Proxy Battle; Proxy Advisor; ISS; Glass Lewis ＆ Co.; Hedge Fund; Short Selling; Share Lending; Telecommunications; Voting Rights; Empty Voting; Equity Decoupling; Share Unification; Dual Class Shares; Canada; Exchange Ratio; Shareholder Activism; Shareholder Votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY)
- 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
Healy, Paul, Suraj Srinivasan, and Aldo Sesia. "Southeastern Asset Management Challenges Buyout at Dell." Harvard Business School Case 114-015, June 2014. (Revised May 2017.)
- October 2013 (Revised May 2014)
- Supplement
The TELUS Share Conversion Proposal, Spreadsheet Supplement
By: Lucy White and Benjamin C. Esty
A proxy battle between a Canadian firm and a US hedge fund over a proposal to unify the firm's dual class share structure. View Details
- October 2019
- Case
A Conversation with Ellen J. Kullman, Chairman & CEO of DuPont, 2009-2015
By: Lynn S. Paine and Will Hurwitz
Ellen J. Kullman, the retired Chairman and CEO of DuPont, describes how she guided the storied science and technology company through a contentious proxy battle with activist investor Trian Partners, which acquired DuPont shares in 2013 and sought to break up the... View Details
Keywords: Agribusiness; Capital Structure; Corporate Accountability; Corporate Governance; Institutional Investing; Leadership; Leadership Style; Management; Transformation; Agriculture and Agribusiness Industry; Chemical Industry; United States
Paine, Lynn S., and Will Hurwitz. "A Conversation with Ellen J. Kullman, Chairman & CEO of DuPont, 2009-2015." Harvard Business School Case 320-017, October 2019.
- November 1996
- Case
Del Webb Corporation (C), The
By: Jay W. Lorsch and Samanta Graff
Dion and the other Del Webb directors were open to having Industrial Equity Pacific (IEP) and Webcott Holdings representation on the board. The IEP representative was perceived as reserved and lacking in sophistication. Cotter of Webcott, however, struck the directors... View Details
Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Horizontal Integration; Conflict Management
Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (C), The." Harvard Business School Case 497-019, November 1996.
- July 2016
- Case
'Golden Leash' Pay for Directors at The Dow Chemical Company
By: Ian Gow, Suraj Srinivasan and Neeraj Goyal
In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow’s recent performance and advocated that the company split itself to maximize... View Details
Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Investment Activism; Chemical Industry
Gow, Ian, Suraj Srinivasan, and Neeraj Goyal. "'Golden Leash' Pay for Directors at The Dow Chemical Company." Harvard Business School Case 117-029, July 2016.
- 01 Mar 2016
- First Look
March 1, 2016
sentiment proxies indicate that credit risk is aggressively priced, this tends to be followed by a subsequent widening of credit spreads, and the timing of this widening is, in turn, closely tied to the onset of a contraction in economic... View Details
Keywords: Sean Silverthorne
- 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
- 06 Nov 2012
- First Look
First Look: November 6
financial products and services. I show that these grants are being litigated at a rate 27 to 39 times greater than that of patents as a whole. The patents being litigated are disproportionately those issued to individuals and to smaller, private entities, as well as... View Details
Keywords: Sean Silverthorne
- 28 Apr 2003
- Research & Ideas
Shareholders Key to Corporate Reform
funds, and money managers are natural active investors, but they have been shut out of boardrooms and strategy by the legal structure, by custom, and by their own practices." There are many reasons why shareholders have remained on the sidelines of governance.... View Details
- 14 Mar 2017
- First Look
First Look at New Research, March 14
Purchase this case: https://cb.hbsp.harvard.edu/cbmp/product/817083-PDF-ENG Harvard Business School Case 117-029 'Golden Leash' Pay for Directors at The Dow Chemical Company In November 2014, The Dow Chemical Company was faced with the prospect of a View Details
Keywords: Sean Silverthorne
- 07 Dec 2010
- First Look
First Look: Dec. 7
rate. We discuss the implications of our findings for retail inventory and assortment planning and for the design of retail stores. Working PapersDoes Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable... View Details
Keywords: Sean Silverthorne
- 17 Jul 2012
- First Look
First Look: July 17
improvement in performance (PIP)-a proxy for quality and an important organizational climate antecedent for positive, discretionary behaviors of frontline staff. We compare change in PIP in the treatment work areas to the same type of... View Details
Keywords: Sean Silverthorne
- 21 Sep 2009
- Research & Ideas
Excessive Executive Pay: What’s the Solution?
shareholders the right to place board nominees on the company's proxy ballot. Said SEC chairman Mary Schapiro: "This would turn what would otherwise be a somewhat illusory [shareholder] right to nominate [directors] into something... View Details
Keywords: by Roger Thompson