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- August 2016
- Article
Independent Directors' Dissent on Boards: Evidence from Listed Companies in China
By: Juan Ma and Tarun Khanna
In this paper, we examine the circumstances under which so-called "independent" directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public... View Details
Ma, Juan, and Tarun Khanna. "Independent Directors' Dissent on Boards: Evidence from Listed Companies in China." Strategic Management Journal 37, no. 8 (August 2016): 1547–1557.
- 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
Keywords: Independent Directors; Litigation Risk; Class Action Lawsuits; Director Accountability; Reputation; Boards Of Directors; Corporate Governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation
Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Journal of Financial Economics 111, no. 2 (February 2014): 430–449.
- 2016
- Working Paper
Consequences to Directors of Shareholder Activism
By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan
Using a comprehensive sample for 2004–2012, we examine the impact of shareholder activist campaigns on the careers of directors of targeted firms. We find that activism is associated with directors being almost twice as likely to leave—and performance-sensitivity of... View Details
Keywords: Shareholder Activism; Hedge Funds; Independent Directors; Director Reputation; Accountability; Shareholder Voting; Voting; Retention; Investment Funds; Management Teams; Investment Activism
Gow, Ian D., Sa-Pyung Sean Shin, and Suraj Srinivasan. "Consequences to Directors of Shareholder Activism." Harvard Business School Working Paper, No. 14-071, February 2014. (Revised May 2016.)
- August 2015
- Exercise
Finalizing a Deal between Riva Corporation and Charlton Corporation: Charlton’s Internal Deliberation (E)—Charlton Independent Director 3
By: Andy Zelleke and Tony Mayo
Zelleke, Andy, and Tony Mayo. "Finalizing a Deal between Riva Corporation and Charlton Corporation: Charlton’s Internal Deliberation (E)—Charlton Independent Director 3." Harvard Business School Exercise 316-019, August 2015.
- August 2015
- Exercise
Finalizing a Deal between Riva Corporation and Charlton Corporation: Charlton's Internal Deliberation (D)—Charlton Independent Director 2
By: Andy Zelleke and Tony Mayo
Zelleke, Andy, and Tony Mayo. "Finalizing a Deal between Riva Corporation and Charlton Corporation: Charlton's Internal Deliberation (D)—Charlton Independent Director 2." Harvard Business School Exercise 316-018, August 2015.
- 2013
- Working Paper
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
Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Working Paper, 2013. (Harvard Business School Working Paper, No. 13-104, June 2013.)
- July 2015
- Exercise
Finalizing a Deal between Riva Corporation and Charlton Corporation: Charlton's Internal Deliberation (C)—Charlton Independent Director 1
By: Andy Zelleke and Tony Mayo
Zelleke, Andy, and Tony Mayo. "Finalizing a Deal between Riva Corporation and Charlton Corporation: Charlton's Internal Deliberation (C)—Charlton Independent Director 1." Harvard Business School Exercise 316-017, July 2015.
- 23 Dec 2013
- Research & Ideas
Just How Independent are ‘Independent’ Directors?
In theory, a board of directors protects the rights of shareholders. Independent directors are supposed to be just that—independent—free to dissent from a decision of the... View Details
Keywords: by Michael Blanding
- 26 Jul 2013
- Working Paper Summaries
Accountability of Independent Directors-Evidence from Firms Subject to Securities Litigation
Keywords: by Francois Brochet & Suraj Srinivasan
- 23 Dec 2013
- News
Just How Independent are ‘Independent’ Directors?
- 2008
- Working Paper
Hiring Cheerleaders: Board Appointments of 'Independent' Directors
By: Lauren Cohen, Andrea Frazzini and Christopher J. Malloy
We test the hypothesis that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, micro-level data... View Details
Keywords: Competency and Skills; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Managerial Roles; Prejudice and Bias
Cohen, Lauren, Andrea Frazzini, and Christopher J. Malloy. "Hiring Cheerleaders: Board Appointments of 'Independent' Directors." NBER Working Paper Series, No. 14232, August 2008.
- March 2023
- Case
FinTunes, Inc., Board of Directors
By: Lynn S. Paine and Jennifer Fonstad
The board of FinTunes, Inc., a start-up aimed at helping musicians distribute their work and manage their finances, must decide among three candidates to serve as the company’s first independent director. The terms of FinTunes’ last round of financing provided that the... View Details
Keywords: Business Startups; Entrepreneurship; Governing and Advisory Boards; Corporate Governance; Music Industry; Los Angeles; California
Paine, Lynn S., and Jennifer Fonstad. "FinTunes, Inc., Board of Directors." Harvard Business School Case 323-071, March 2023.
- 23 May 2013
- Working Paper Summaries
Board Games: Timing of Independent Directors’ Dissent in China
Keywords: by Juan Ma & Tarun Khanna
- 2012
- Article
Hiring Cheerleaders: Board Appointments of 'Independent' Directors
By: Lauren Cohen, Andrea Frazzini and Christopher Malloy
We provide evidence that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, micro-level data on... View Details
Keywords: Recruitment; Management; Corporate Governance; Performance; Governing and Advisory Boards; Executive Compensation; Governing Rules, Regulations, and Reforms; Prejudice and Bias
Cohen, Lauren, Andrea Frazzini, and Christopher Malloy. "Hiring Cheerleaders: Board Appointments of 'Independent' Directors." Management Science 58, no. 6 (June 2012): 1039–1058.
- 16 Feb 2016
- News
The Political Issues Board Directors Care Most About
- 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.
- November 2018 (Revised January 2020)
- Case
Tesla, Inc. in 2018
By: Siko Sikochi, Suraj Srinivasan and Quinn Pitcher
On August 7, 2018 Elon Musk, Chairman and CEO of Tesla tweeted that he was considering taking Tesla private and had secured funding. Weeks went by without details about a deal and speculation grew that Musk had misled investors. He soon abandoned the idea, but the... View Details
Keywords: Disclosure Regulation; Board Independence; Corporate Governance; Business and Shareholder Relations; Governing and Advisory Boards
Sikochi, Siko, Suraj Srinivasan, and Quinn Pitcher. "Tesla, Inc. in 2018." Harvard Business School Case 119-013, November 2018. (Revised January 2020.)
- January 2013 (Revised March 2013)
- Case
Beth Stewart: Navigating the Boardroom
By: Boris Groysberg and Deborah Bell
After rising through the ranks of Corporate America, Beth Stewart has become a corporate director on the board of General Growth Properties. Stewart is struggling with how to address her mounting concerns over the financial health of the growing large publically traded... View Details
Keywords: Career Management; Women Executives; Women And Leadership; Boards Of Directors; Board Dynamics; Career Planning; Independent Directors; Leadership; Corporate Governance; Governing and Advisory Boards; Interpersonal Communication; Leadership Style; Personal Development and Career; Work-Life Balance; Real Estate Industry; United States
Groysberg, Boris, and Deborah Bell. "Beth Stewart: Navigating the Boardroom." Harvard Business School Case 413-094, January 2013. (Revised March 2013.)
- 03 Jan 2019
- Research & Ideas
Everyone Knows Innovation is Essential to Business Success—Except Board Directors
three on their list of concerns. That’s the surprising finding in a new survey of boards of directors conducted by Harvard Business School professor Boris Groysberg and doctoral student Yo-Jud Cheng. “The concerns that ranked at the top... View Details
Keywords: by Michael Blanding