Publications

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

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

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

02 Aug 2004
What Do You Think?

For Greater Transparency, Is Section 404 an Effective Response?

transparency for shareholders and other stakeholders. The primary argument is that, without high standards of personal integrity posed from within, Section 404 will be of limited value. As John Louk put it, "I personally believe that... View Details

Keywords: by James Heskett

October 2021
Supplement

Engine No. 1: An Activist Hedge Fund Pursues Stakeholder Capitalism (B)

By: Mark Kramer

Engine Number 1's proxy fight succeeded in part because Exxon shareholders had lost money in the preceding years and because climate change was a high-profile issue. The B case raises the question of whether Engine No. 1's next target should be Facebook, where social... View Details

Keywords: Proxy Fight; Hedge Fund Activism; Social Impact; Business and Shareholder Relations; Climate Change; Corporate Social Responsibility and Impact; Goals and Objectives

December 2019 (Revised June 2024)
Case

The Dutch East India Company in 1612 (A)

By: Lynn S. Paine and Giuseppe Dari-Mattiacci

The Dutch East India Company’s board of directors must decide what to do about an impending legal requirement to liquidate the company’s assets and return to shareholders their capital and any profits earned during a ten-year lock-up period. The charter granted to the... View Details

Keywords: Corporate Governance; Globalized Firms and Management; Organizational Structure; Laws and Statutes; Financial Markets; Business and Shareholder Relations; Business and Government Relations; Business History; Shipping Industry; Netherlands

October 2011
Article

Concentrating on Governance

By: Dalida Kadyrzhanova and Matthew Rhodes-Kropf

This paper develops a novel trade-off view of corporate governance. Using a simple model that integrates agency costs and bargaining benefits of management friendly provisions, we identify the economic determinants of the resulting trade-offs for shareholder value.... View Details

Keywords: Market Participation; Corporate Governance; Business and Shareholder Relations

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

February 2009 (Revised March 2009)
Supplement

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

By: Fabrizio Ferri and James Weber

Union seeks to protect its pension funds through shareholder activism focused on corporate governance and executive compensation. The (B) case updates the (A) case. View Details

Keywords: Executive Compensation; Labor Unions; Corporate Governance

July 2009 (Revised May 2010)
Case

Pfizer: Letter from the Chairman (A)

By: Robert L. Simons and Natalie Kindred

This case explores maximizing shareholder value as a goal in executive decision making. Over a period of nine years, three different Pfizer CEOs make critical decisions intended to increase shareholder value. But the results are disappointing. To allow students to... View Details

Keywords: Decision Choices and Conditions; Corporate Accountability; Corporate Governance; Annual Reports; Business and Shareholder Relations; Value Creation; Pharmaceutical Industry; United States

June 2016
Case

Controversy over Executive Remuneration at BP

By: V.G. Narayanan and Ashley Hartman

In March 2016, BP disclosed that its chief executive officer, Bob Dudley, would receive a $19.6 million compensation package, a 20% increase in total compensation over the previous year. BP justified the amount, emphasizing that the company delivered strong results... View Details

Keywords: Executive Compensation

July 2008 (Revised September 2008)
Case

Recent Developments in the Ranbaxy Case

By: Robert C. Pozen

This brief case describes settlements Indian drug maker Ranbaxy has made with Pfizer and AstraZeneca, as well as Daiichi Kangyo's purchase of a majority shareholding in Ranbaxy in 2008. View Details

Keywords: Mergers and Acquisitions; Patents; Lawsuits and Litigation; Ownership Stake; Pharmaceutical Industry; India

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

SSRN

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

Keywords: Debt Securities; Lawsuits and Litigation; Legal Liability

SSRN

21 Jul 2016
Cold Call Podcast

How Small Investors Can Bet Big on Brands They Love

Keywords: Re: Luis M. Viceira; Financial Services

Research Summary

Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950 (BOOK)

In my first book manuscript, Experiments in Financial Democracy, I challenge the idea that it was colonial institutions that sent Brazil, a civil law country, down a particular path of corporate governance and finance. Detailed archival research reveals... View Details

September 2020
Case

Keeping It in the Family at the Hayden Saw Company

By: V.G. Narayanan and John Masko

In 2019, Board Chair and third-generation shareholder Helen Fullerton was preparing for a meeting to discuss Ohio-based Hayden Saw Company’s (Hayden) future as a family business. As the company entered its fifth decade, the Hayden family was dealing with three distinct... View Details

Keywords: Family Business; Corporate Governance; Family Ownership; Business and Shareholder Relations; Family and Family Relationships; Governing and Advisory Boards; Construction Industry; Ohio; United States

October 16, 2019
Article

Where ESG Fails

By: Michael E. Porter, George Serafeim and Mark Kramer

We are entering a new stage of understanding of the linkage between investment performance and social impact. Previous approaches, such as socially responsible investing and environmental, social, and governance (ESG) screening, have obscured the opportunities for... View Details

Keywords: ESG; Sustainability; Environment; Social Impact; Impact Investing; ESG (Environmental, Social, Governance) Performance; ESG Reporting; Shared Value; Environmental Sustainability; Social Issues; Investment; Value; Strategy

Read Now

November 29, 2011
Article

The Role of The Board in Creating a Sustainable Strategy

By: Robert G. Eccles, Ioannis Ioannou and George Serafeim

While conceptually elegant, the belief that a corporation's role is to maximize value for shareholders is under increasing challenge as society's expectations for companies change. An equally elegant new concept that takes account of these dual pressures has yet to... View Details

Keywords: Value Creation; Business and Stakeholder Relations; Corporate Strategy; Business and Shareholder Relations; Corporate Social Responsibility and Impact; Performance Expectations; Governing and Advisory Boards; Management Practices and Processes; Decisions; Risk and Uncertainty; Cost vs Benefits; Information