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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

July 1982 (Revised December 1984)
Case

Esmark, Inc. (A)

By: William E. Fruhan Jr.

Involves the management of a firm with a market value of a going concern that is less than its breakup value. How does management maximize value for shareholders in this environment? View Details

Keywords: Finance; Markets; Business and Shareholder Relations; Value; Food and Beverage Industry

October 2016 (Revised April 2017)
Case

Succession Planning at Samsung: The Merger Formula of Cheil Industries and Samsung C&T

By: Gwen Yu and Tim Gray

A merger deal of two Samsung group companies becomes a center of a corruption scandal. The merger of Cheil Industries and Samsung C&T was seen as a crucial step to transfer power to Lee Jae Yong, the heir of Samsung group. The deal was criticized to purposefully... View Details

Keywords: Merger; Mergers and Acquisitions

July 2011 (Revised September 2011)
Case

CEO Compensation at GE: A Decade with Jeff Immelt

By: V.G. Narayanan and Lisa Brem

When ISS, a large shareholder advisory group, recommended a "no" vote on Jeff Immelt's award of 2 million stock options in April 2011, GE's compensation committee had to decide whether to rescind or amend the award or ignore the ISS recommendation. Was Immelt's 2010... View Details

Keywords: Budgets and Budgeting; Stock Options; Stock Shares; Annual Reports; Executive Compensation; Compensation and Benefits; Business and Shareholder Relations; Performance Evaluation; Corporate Governance; Corporate Accountability; Energy Industry; Financial Services Industry

October 2023 (Revised January 2024)
Case

McDonald's Board of Directors (A)

By: Lynn S. Paine and Will Hurwitz

In October 2019, the McDonald’s Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel’s investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing... View Details

March 1994 (Revised February 2001)
Background Note

Why Manage Risk?

By: Peter Tufano

Conventional finance theory demonstrates that, under simplistic assumptions, firms cannot add to shareholder value through the use of risk management activities. Modern finance theory has begun to carefully consider and examine those circumstances under which firms can... View Details

Keywords: Risk Management

December 2010
Article

Rating the Ratings: How Good are Commercial Governance Ratings?

By: Robert M. Daines, Ian D. Gow and David F. Larcker

Proxy advisory and corporate governance rating firms (such as RiskMetrics/Institutional Shareholder Services, GovernanceMetrics International, and The Corporate Library) play an increasingly important role in U.S. public markets. They rank the quality of firm corporate... View Details

Keywords: Corporate Governance; Markets; Rank and Position; Quality; Business and Shareholder Relations; Voting; Change; Information; Outcome or Result; United States

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December 2019 (Revised December 2022)
Case

TXU (A): Powering the Largest Leveraged Buyout in History

By: Trevor Fetter, Erik Snowberg and Rebecca M. Henderson

This case is designed to support a lively discussion about the relative merits of shareholder vs. stakeholder perspectives in the context of a company that provides a vital public service that has important environmental implications. The 2007 purchase of TXU, the... View Details

Keywords: Leveraged Buyouts; Transformation; Insolvency and Bankruptcy; Environmental Sustainability; Business and Shareholder Relations; Business and Stakeholder Relations; Energy Generation; Non-Renewable Energy; Governing Rules, Regulations, and Reforms; Utilities Industry; Energy Industry; Texas

December 2007
Case

Ruling the Modern Corporation: The Debate over Limited Liability in Massachusetts

By: David A. Moss and Eugene Kintgen

In 1830, Governor Levi Lincoln, Jr. urged the Massachusetts state legislature to introduce a limited liability regime for manufacturing corporations similar to that adopted in neighboring states. At least since 1809, shareholders in the state's manufacturing... View Details

Keywords: Capital; Debt Securities; Legal Liability; Production; Business and Shareholder Relations; Manufacturing Industry; Massachusetts

January 2018
Case

Trian Partners' Proxy Contest at Procter & Gamble

By: Suraj Srinivasan and Quinn Pitcher

In July 2017, activist hedge fund Trian Partners announced that it was launching a proxy fight at U.S. consumer goods giant Procter & Gamble. P&G would be the largest company ever subjected to a proxy fight, as Trian sought to have its CEO, Nelson Peltz, elected to the... View Details

Keywords: Investment; Corporate Governance; Institutional Investing; Investment Activism; Business and Shareholder Relations; United States

20 Oct 2009
First Look

First Look: October 20

Shareholders Using a Geographic Instrument Authors:Bo Becker, Henrik Cronqvist, and Rüdiger Fahlenbrach Abstract Large shareholders may play an important role for firm performance and policies, but... View Details

Keywords: Martha Lagace

October 2019 (Revised February 2025)
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

December 2001
Exercise

Exercise on Employee Stock Option Dilution

By: Brian J. Hall

Discusses the effects of option dilution on stock prices and shareholder value. To simplify the example and isolate the complexity of option dilution, we make a number of simplifying assumptions. View Details

Keywords: Stocks; Price; Employee Stock Ownership Plan; Business and Shareholder Relations; Complexity; Value

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25 Feb 2014
First Look

First Look: February 25

often sought some equity in mining and other foreign investment projects, but as shareholders they have rarely gained what they anticipated. Only in special cases might the benefits to governments outweigh the risks and often... View Details

Keywords: Sean Silverthorne

August 2009 (Revised August 2010)
Supplement

Eddie Bauer (B)

By: Paul M. Healy, Sharon P. Katz and Aldo Sesia

In February 2007, shareholders of Eddie Bauer, the specialty apparel retailer, were scheduled to vote on management's proposed sale of the company to two private equity firms. More than 50% of outstanding shares in Eddie Bauer needed to be voted in favor of the deal... View Details

Keywords: Financial Statements; Mergers and Acquisitions; Governing and Advisory Boards; Privatization; Valuation; Apparel and Accessories Industry; Retail Industry; United States

August 2010 (Revised March 2012)
Case

The Dow Acquisition of Rohm and Haas (A)

By: Jay W. Lorsch and Melissa Barton

The Rohm and Haas Board decided how to move forward after its largest shareholder chose to sell all of its shares in the company. View Details

Keywords: Governing and Advisory Boards; Leadership; Management Teams; Ownership Stake; Business and Shareholder Relations; Chemical Industry

January 2025
Case

A Tiger in the Tank: Exxon Sues Investors

By: Clayton S. Rose, Sarah Sasso and James Weber

In June 2024, investors were trying to make sense of ExxonMobil’s (Exxon) lawsuit against two impact investors, Arjuna Capital (Arjuna) and Follow This, that had just been dismissed by the U.S. District Court of Northern Texas. Exxon’s suit challenged the rights of two... View Details

21 May 2019
Working Paper Summaries

rTSR: When Do Relative Performance Metrics Capture Relative Performance?

Keywords: by Paul Ma, Jee-Eun Shin, and Charles C. Y. Wang; Financial Services

01 Oct 2008
Working Paper Summaries

Responding to Public and Private Politics: Corporate Disclosure of Climate Change Strategies

Keywords: by Erin M. Reid & Michael W. Toffel

Research Summary

Current Research: Issues in Corporate Governance

Effectiveness of shareholder voting

Reform of shareholder voting is a key component of legislation arising from the financial crisis of 2008. Professor Gow examines the effect of shareholder voting on corporate actions, particularly on... View Details

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