Publications
Publications
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- All HBS Web
(1,988)
- Faculty Publications (402)
- 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)
- 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
- Teaching Note
Olympus (A)
By: Jay W. Lorsch and Suraj Srinivasan
As 2012 approached the woes of the financial crisis seemed to be fading, companies were resuming business as usual and some of the scrutiny on corporate governance practices began to recede as well. That is until another major financial scandal emerged in Japan in the... 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
- February 2014
- Article
Governance and CEO Turnover: Do Something or Do the Right Thing?
By: Ray Fisman, Rakesh Khurana, Matthew Rhodes-Kropf and Soojin Yim
We study how corporate governance affects firm value through the decision of whether to fire or retain the CEO. We present a model in which weak governance—which prevents shareholders from controlling the board—protects inferior CEOs from dismissal, while at the same... View Details
- January 2014 (Revised October 2014)
- Supplement
Mittal Steel's Pursuit of Arcelor (B)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... 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 September 2015)
- Case
Mittal Steel's Pursuit of Arcelor (A)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... 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
- December 2013
- Article
How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment
By: Alma Cohen and Charles C.Y. Wang
The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment... View Details
- 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)
- September 2013 (Revised March 2014)
- Case
Progress Energy and Duke Energy (A)
By: Guhan Subramanian and Charlotte Krontiris
Just as Duke Energy and Progress Energy announce their merger—forming the largest utility company in the United States, to be led by the current Progress CEO—a nuclear reactor owned by Progress suffers major damage and must be taken offline. While Progress grapples... View Details
- September 2013
- Case
United Rentals (A)
By: Jay W. Lorsch, Kathleen Durante and Emily McTague
In December 1997 United Rentals (URI) went public on the NYSE. Ten years later, during the peak of the economic meltdown, the company's performance was in decline. United Rentals had experienced its share of problems in the prior years and was still struggling to... View Details
- August 2013 (Revised December 2014)
- Case
Taking Dell Private
By: David J. Collis, David B. Yoffie and Matthew Shaffer
In July 2012, Michael Dell, CEO and founder of Dell, Inc., met with a representative of Silver Lake Partners to explore taking his company private. The company, which he had founded in his dorm room as a college freshman and which had made him the youngest Fortune 500... View Details
Keywords: Strategy; Going Private; The PC Market; Market For Corporate Control; Corporate Strategy; Leveraged Buyouts; Change Management; Private Equity; Market Entry and Exit; Private Ownership; Information Infrastructure; Applications and Software; Internet and the Web; Computer Industry; Technology Industry; United States
- July 2013 (Revised October 2013)
- Supplement
United Rentals (B)
By: Jay W. Lorsch and Kathleen Durante
In April 2012, Jenne Britell, the Chairman of the board of directors of United Rentals, Inc. (NYSE: URI) was preparing her notes for an upcoming stockholders' meeting. It was a meeting unlike most other meetings she had chaired. Stockholders were about to vote on a... View Details
- July 2013 (Revised September 2019)
- Case
Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'
By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker
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's CEO's pay was inflated and... View Details
Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry
- 2013
- Chapter
The Most Successful CEOs Come from Within
By: Joseph L. Bower
The financial crisis of 2008 and the Great Recession caused a crisis of public confidence in business and American-style capitalism, with its focus on maximizing shareholder value. Corporate leaders understood that reform was needed and that they needed to commit... View Details
- June 2013 (Revised January 2024)
- Case
Governance and Sustainability at Nike (A)
By: Lynn S. Paine, Nien-hê Hsieh and Lara Adamsons
Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social... View Details
Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; SB＆I; Flyknit; DyeCoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices and Conditions; Decisions; Ethics; Fairness; Globalized Firms and Management; Multinational Firms and Management; Globalized Markets and Industries; Governance; Corporate Accountability; Corporate Governance; Innovation and Invention; Innovation and Management; Innovation Leadership; Innovation Strategy; Goals and Objectives; Management Practices and Processes; Corporate Social Responsibility and Impact; Performance; Alignment; Supply Chain; Organizational Change and Adaptation; Judgments; Apparel and Accessories Industry; Asia; China; United States; Oregon; Portland
- June 2013 (Revised September 2016)
- Supplement
Governance and Sustainability at Nike (B)
By: Lynn S. Paine, Nien-he Hsieh and Lara Adamsons
Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social... View Details
Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; SB＆I; Flyknit; DyeCoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices and Conditions; Decisions; Ethics; Fairness; Globalized Firms and Management; Multinational Firms and Management; Globalized Markets and Industries; Governance; Corporate Accountability; Corporate Governance; Innovation and Invention; Innovation and Management; Innovation Leadership; Innovation Strategy; Goals and Objectives; Management Practices and Processes; Corporate Social Responsibility and Impact; Performance; Alignment; Supply Chain; Organizational Change and Adaptation; Judgments; Apparel and Accessories Industry; Asia; China; United States; Oregon; Portland
- June 2013
- Case
Hess Corporation
By: Jay W. Lorsch and Kathleen Durante
On January 29, 2013, Elliott Management, a hedge fund run by Paul E. Singer, which owned 4.5% of Hess Corporation stock, put forward a slate of five independent directors it wanted elected to improve the company's performance. Elliott argued that Hess lacked focus and... View Details