Publications

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

August 1988 (Revised July 1996)
Case

Colt Industries

Colt Industries is a conglomerate that is considering undertaking a leveraged recapitalization. The deal would involve a large one-time dividend to stockholders, which would be financed by over $1 billion in new debt. Unlike in an leveraged buyout, however, public... View Details

Keywords: Business Conglomerates; Equity; Economic Growth; Ownership Stake; Stocks; Borrowing and Debt; Employee Stock Ownership Plan; Financial Strategy

Article

Short-Termism and Capital Flows

By: Jesse M. Fried and Charles C.Y. Wang

During 2007–2016, S&P 500 firms distributed to shareholders $7 trillion via buybacks and dividends, over 96% of their aggregate net income, prompting claims that "short-termism" is impairing firms' ability to invest and innovate. We show that, when taking into account... View Details

Keywords: Short-termism; Quarterly Capitalism; Share Buybacks; Open Market Repurchases; Dividends; Equity Issuances; Seasoned Equity Offerings; Equity Compensastion; Acquisitions; Payout Policy; Capital Flows; Capital Distribution; Working Capital; Business and Shareholder Relations; Acquisition

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

March 2009 (Revised April 2009)
Case

AFSCME vs. Mozilo...and "Say on Pay" for All! (A) (Abridged)

By: Fabrizio Ferri and James Weber

Richard Ferlauto, director of pensions and benefits policy at the AFSCME, the largest public sector workers union in the U.S., was responsible for protecting the pensions of its members. Because pensions were invested for decades, Ferlauto wanted the companies in which... View Details

Keywords: Voting; Investment; Investment Activism; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Executive Compensation; Ownership Stake; Business and Shareholder Relations; 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

September 2015 (Revised February 2016)
Case

Novell (A): When an Activist Hedge Fund Came Calling on the Board

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

March 2006 (Revised May 2010)
Case

Banco Hipotecario S.A.

By: Daniel Baird Bergstresser, Arthur I Segel and Alexandra de Royere

In 2003, the chairwoman and controlling shareholder of Argentina's leading residential mortgage lender are considering how to bring the bank's restructuring to a successful conclusion as the country's economy continues to suffer from the impact of the 2001-2002... View Details

Keywords: Restructuring; Currency; Banks and Banking; Mortgages; Crisis Management; Competition; Argentina

September 2018
Case

Advent International: Kroton Investment

By: Victoria Ivashina, Ruth Kostas and Priscilla Zogbi

Keywords: Private Equity; Acquisition; IPO; Valuation; Education; Distance Learning; Turnaround; Growth; Exit; PE; Buyer; Middle-class; Low Income; K-12; Entrepreneur; Family Business; University; College; Consolidation; Fragmentation; Penetration; Value; Shares; Control; Negotiation; Equity; Transaction; Board; Majority; Minority; Post-secondary; Leverage; Campus; Deal; Shareholder; Tag Along; Brazil; Latin America

30 Jan 2017
Research & Ideas

Vanguard, Trian And The Problem With 'Passive' Index Funds

need to get shareholders more engaged? What shape should the separation of management and ownership take in the twenty-first century?” “We are now in a situation where index investors are the major View Details

Keywords: by Michael Blanding; Financial Services

January 2004 (Revised July 2006)
Case

Executive Remuneration at Reckitt Benckiser plc

By: Jay W. Lorsch, V.G. Narayanan, Krishna G. Palepu, Lisa Brem and Ashley Robertson

Reckitt Benckiser plc has developed an executive compensation system. This case outlines the structure of the system, its emphasis on performance-based pay and a global outlook, and explains the role of the human resources department, the board of directors, and... View Details

Keywords: Governing and Advisory Boards; Employee Relationship Management; System; Executive Compensation; Retention; Performance; Human Resources; Recruitment; Business and Shareholder Relations

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

Research Summary

The Corporate Governance Role of Taxes

Dyck introduces evidence that private benefits of control are higher in countries with poor tax enforcement and in ongoing work explores further this correlation using both theory and empirical work from the United States and Russia. This work illustrates that the... View Details

2022
Working Paper

How Do Investors Value ESG?

By: Malcolm Baker, Mark Egan and Suproteem K. Sarkar

Environmental, social, and governance (ESG) objectives have risen to near the top of the agenda for corporate executives and boards, driven in large part by their perceptions of shareholder interest. We quantify the value that shareholders place on ESG using a revealed... View Details

Keywords: Investment; Investment Portfolio; Corporate Social Responsibility and Impact; Business and Shareholder Relations; Environmental Sustainability; Governance; Financial Services Industry; United States

April 2011
Article

Institutional Tax Clienteles and Payout Policy

By: Mihir Desai and Li Jin

This paper employs heterogeneity in institutional shareholder tax characteristics to identify the relation between firm payout policy and tax incentives. Analysis of a panel of firms matched with the tax characteristics of the clients of their institutional... View Details

Keywords: Institutional Investors; Clienteles; Payout Policy; Private Equity; Investment; Taxation; Ownership Stake; Business and Shareholder Relations

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Research Summary

Revitalizing Businesses

By: William E. Fruhan

William E. Fruhan, Jr. is exploring how firms act to enhance shareholder value when competitive pressures or takeovers threaten their operations. The approach most frequently taken involves fixing businesses that can be fixed and advantageously divesting those that... View Details

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