Publications

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August 2016
Case

CSI Ingenieros

By: Jay Lorsch and Emily McTague

CSI's business unit managers gathered around the downstairs conference room for the company's weekly meeting to discuss project bids. Cristina WaldAshley Hartman, who was in charge of finding projects for the engineering firm to work on, read through several she had... View Details

Keywords: Corporate Governance; Board; Board Committees; Board Dynamics; Organization; Organization Alignment; Dynamic Capabilities; Organization Design; Organizational Prototyping; Organizational Silence; Organizational Learning; Organization Behavior; Organizational Change and Adaptation; Organizational Culture; Manufacturing Industry; South America; Uruguay

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

Keywords: Independent Directors; China; Corporate Governance; Governing and Advisory Boards; China

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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

July 2016 (Revised January 2019)
Case

Cyber Breach at Target

By: Suraj Srinivasan, Lynn S. Paine and Neeraj Goyal

In November and December of 2013, Target Corporation suffered one of the largest cyber breaches to date. The breach that occurred during the busy holiday shopping season resulted in personal and credit card information of approximately 110 million Target customers... View Details

Keywords: Safety; Credit Cards; Customer Relationship Management; Internet and the Web; Governing and Advisory Boards; Crisis Management; Retail Industry

June 2016 (Revised May 2017)
Case

FANUC Corporation: Reassessing the Firm's Governance and Financial Policies

By: Benjamin C. Esty, Nobuo Sato and Akiko Kanno

In February 2015, Daniel Loeb (a U.S.–based activist investor) announced his firm had a large investment in FANUC Corporation, a leading producer of industrial robots and software for machine tools. Loeb was demanding that the Japanese firm change its financial and... View Details

Keywords: Hedge Funds; Economic Policy; Investments; Government Policy; Deregulation; Financial Management; Valuation; Investment Funds; Policy; Corporate Governance; Macroeconomics; Investment Activism; Change Management; Financial Strategy; Cross-Cultural and Cross-Border Issues; Japan; United States

June 2016
Supplement

FANUC Corporation: Reassessing the Firm's Governance and Financial Policies Spreadsheet Supplement

By: Benjamin C. Esty and Akiko Kanno

In February 2015, Daniel Loeb (a US-based activist investor) announced his firm had a large investment in FANUC Corporation, a leading producer of industrial robots and software for machine tools. Loeb was demanding that the Japanese firm change its financial and... View Details

Keywords: Financial Management; Valuation; Investment Funds; Policy; Corporate Governance; Macroeconomics; Investment Activism; Change Management; Financial Strategy; Cross-Cultural and Cross-Border Issues; Japan; United States

April 2016 (Revised June 2017)
Teaching Note

Dollar General Bids for Family Dollar

By: Jonas Heese, Paula A. Price and Suraj Srinivasan

In spring 2015, Dollar General CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over 11,500... View Details

Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry

March 2016 (Revised October 2023)
Case

Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover

By: Stuart C. Gilson and Sarah L. Abbott

In early 2013, Central European Distribution Corporation (CEDC), a large publicly traded producer and distributer of vodka and spirits in Eastern and Central Europe, has suffered significant declines in its financial performance, is at risk of defaulting on its debt,... View Details

Keywords: Hostile Takeover; Accounting Restatement; Activist Shareholder; Restructuring; Mergers and Acquisitions; Financial Statements; Corporate Governance; Investment Activism; Food and Beverage Industry; Food and Beverage Industry; United States; Russia; Europe

2015
Working Paper

Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov

By: Alma Cohen and Charles C.Y. Wang

In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They... View Details

Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware

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February 16, 2016
Article

The Political Issues Board Directors Care Most About

By: Boris Groysberg and J. Yo-Jud Cheng

Keywords: Board Of Directors; Political Issues; Corporate Governance

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2016
Working Paper

What Factors Drive Director Perceptions of Their Board's Effectiveness?

By: Boris Groysberg, Paul M. Healy and Richard Ellis Crum

We use a survey of directors to collect data on their ratings of board effectiveness as well as board internal dynamics and key processes. Controlling for many of the governance metrics examined by prior research, we find that directors’ ratings of their boards’... View Details

Keywords: Board Of Directors; Corporate Governance; Performance Effectiveness; Perception; Risk Management

SSRN

January 2016 (Revised January 2019)
Case

The Allergan Board Under Fire (A)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

January 2016 (Revised January 2019)
Supplement

The Allergan Board Under Fire (B)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

November 2015 (Revised October 2017)
Case

Dollar General Bids for Family Dollar

By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane

In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over... View Details

Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry; United States

November 2015 (Revised February 2017)
Case

Cisco Systems: In Search of the Next CEO

By: Boris Groysberg, Sarah L. Abbott, Olivia Hull and J. Yo-Jud Cheng

It’s August 2014 and John Chambers is expected to announce his retirement after 17 years as CEO of global technology giant Cisco Systems. Under Chambers’s leadership, Cisco has grown from $2.2 billion in annual revenues and under 4,000 employees to revenues of $46... View Details

Keywords: Leadership; Succession Planning; CEO Succession; Managing Change; Person-organization Fit; Management Succession; Transition; Talent and Talent Management; Change Management; Retirement; Innovation Leadership; Recruitment; Corporate Governance; Experience and Expertise; Technology Industry; Information Technology Industry; United States; San Jose; California

October 2015
Case

Bigbelly

By: Mitch Weiss and Christine Snively

To accelerate Bigbelly's sales growth and its "smart cities" positioning, its CEO planned to shift his company from equipment sales to a subscription service. Jack Kutner hoped to re-position Bigbelly's solar-powered trash compacting stations beyond trash and recycling... View Details

October 2015
Case

Transpower New Zealand: Evaluating Board Performance

By: Boris Groysberg, Paul M. Healy and Sarah L. Abbott

Mark Verbiest, Chairman of Transpower New Zealand, initiated a performance review of Transpower's board of directors. The review, which took four months to complete, provided board members with individualized feedback on their performance, as well as information on how... View Details

Keywords: Board Of Directors; Performance Evaluation; Governance; Leadership; Performance; Organizations; Human Resources; Decision Making; New Zealand

Third Quarter 2015
Article

Should Boards Mentor Their CEOs?: It Is a Complex Question. Here Are the Significant Considerations.

By: Jay W. Lorsch

It's a complex question with significant considerations, including how open the CEO is likely to be to such advice, the company's situation, and the characteristics of the board. View Details

Keywords: Directors; CEO Mentoring; Governing and Advisory Boards; Rank and Position; Management Teams

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September 2015 (Revised February 2016)
Supplement

Novell (B): Board of Directors Aftermath of Hedge Fund Attack

By: Richard L. Nolan

No corporation and its board of directors is immune to a disruptive shareholder activist attack. The Novell (A) and (B) cases take students through a shareholder activist attack and its aftermath—a saga that spanned 5 years. The cases outline the activist playbook in... View Details

Keywords: Investment Activism; Governing and Advisory Boards; Decision Making