Publications

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June 2003 (Revised June 2003)
Background Note

M & A Legal Context: Basic Framework for Corporate Governance

By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn

Students are introduced to the basic framework for corporate governance. Begins by describing the complex role of the modern corporation, then proceeds by discussing the fiduciary duties to which a board of trustees is bound (duty of care, duty of loyalty, etc.), and... View Details

Keywords: Framework; Corporate Governance

October 2002 (Revised January 2003)
Case

Hermitage Fund, The: Media and Corporate Governance in Russia

William Browder, the top executive of the Hermitage Fund, the best-performing international equity fund over the last five years, attributed much of his funds' strong returns to its focus on shareholder activism and corporate governance. In 2001, he was putting this... View Details

Keywords: Media; Corporate Governance; Investment Activism; Financial Services Industry; Russia

04 Feb 2013
News

Breyer elected to Harvard Corporation

Keywords: Colleges, Universities, and Professional Schools; Educational Services

October 14, 2019
Article

A Guide to the Big Ideas and Debates in Corporate Governance

By: Lynn S. Paine and Suraj Srinivasan

How corporations govern themselves has become a matter of broad public interest in recent decades. Amid this many commentators and experts still disagree on such basic matters as the purpose of the corporation, the role of corporate boards of directors, the rights of... View Details

Keywords: Corporate Governance; Mission and Purpose; Governing and Advisory Boards; Business and Shareholder Relations; Performance; Measurement and Metrics

Register to Read

Agency theory, a new model of governance promulgated by academic economists in the 1970s, is behind the idea that corporate managers should make shareholder value their primary concern and that boards should ensure they do. The theory regards shareholders as... View Details

21 Nov 2005
Research & Ideas

The Geography of Corporate Giving

and nonprofits positively influence corporate philanthropy. Interviewees in one of the cities we studied described how institutions such as the local community foundation and boards of companies and... View Details

Keywords: by Sean Silverthorne

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

Keywords: Boards Of Directors; Board Committees; Chairman; Governing and Advisory Boards; Corporate Governance; Construction Industry; North America

December 2024
Article

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Austin Starkweather and Joshua White

We study how Institutional Shareholder Services (ISS) affect firms’ engagement with shareholders. Our analyses exploit a quasi-natural experiment using say-on-pay voting outcomes near a threshold that triggers ISS to review engagement activities. Firms receiving ISS... View Details

Keywords: Business and Shareholder Relations; Governing and Advisory Boards; Policy; Voting

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November 1996
Case

Del Webb Corporation (C), The

By: Jay W. Lorsch and Samanta Graff

Dion and the other Del Webb directors were open to having Industrial Equity Pacific (IEP) and Webcott Holdings representation on the board. The IEP representative was perceived as reserved and lacking in sophistication. Cotter of Webcott, however, struck the directors... View Details

Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Horizontal Integration; Conflict Management

06 Jan 2012
Op-Ed

Where Green Corporate Ratings Fail

News Corporation—a multinational media conglomerate that includes BSKYB, Dow Jones, Fox News, 20th Century Fox and Star, among other units—announced earlier this year that it has become climate neutral, meaning that its operations have no net impact on global climate... View Details

Keywords: by Michael Toffel & Auden Schendler; Information; Publishing

02 Jun 2011
News

HBS Alum Joins Harvard Corporation

Keywords: Colleges, Universities, and Professional Schools; Educational Services

2015
Working Paper

Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality

By: Robert G. Eccles and Tim Youmans

Under the prevailing ideology of "shareholder primacy" most boards of directors believe that they are prevented from considering stakeholders other than shareholders in determining material issues and materiality for strategy and reporting. New research is showing that... View Details

Keywords: Governing and Advisory Boards; Business and Stakeholder Relations; Corporate Governance; Business and Shareholder Relations

SSRN

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January 2013 (Revised March 2013)
Case

Beth Stewart: Navigating the Boardroom

By: Boris Groysberg and Deborah Bell

After rising through the ranks of Corporate America, Beth Stewart has become a corporate director on the board of General Growth Properties. Stewart is struggling with how to address her mounting concerns over the financial health of the growing large publically traded... View Details

Keywords: Career Management; Women Executives; Women And Leadership; Boards Of Directors; Board Dynamics; Career Planning; Independent Directors; Leadership; Corporate Governance; Governing and Advisory Boards; Interpersonal Communication; Leadership Style; Personal Development and Career; Work-Life Balance; Real Estate Industry; United States

30 Jul 2001
What Do You Think?

What’s the Future of Corporate Governance?

parentheses are mine.) Shann Turnbull suggests that the world of corporate governance will benefit from the establishment of "a new type of corporate information and control architecture." In fact,... View Details

Keywords: by James Heskett

2005
Chapter

The Professionalization of Corporate Directors

By: Martin Lipton and Jay W. Lorsch

Keywords: Management Teams; Governing and Advisory Boards

01 Mar 2020
News

Becoming a Better Corporate Citizen

12 Feb 2008
Working Paper Summaries

The Small World of Investing: Board Connections and Mutual Fund Returns

Keywords: by Lauren H. Cohen, Andrea Frazzini & Christopher Malloy; Financial Services

Web

Board Diversity Network: 2024 Fall Events Recap - Blog: RGE Report

Events Recap Lex Schroeder Author tag Board Diversity HBS Alums on the Future of the Board Room (and How to Get There) Joining a corporate board... View Details

September 1992 (Revised August 2004)
Supplement

Martin Marietta: Managing Corporate Ethics (B)

By: Lynn S. Paine

The president of one of Martin Marietta's four main operating companies has learned of procurement irregularities in the company he manages. The problems involve U.S. government contracts the company is working on. After getting legal advice from the company's general... View Details

Keywords: Fluctuation; Crime and Corruption; Ethics; Governing and Advisory Boards; Policy; Contracts; Leadership; United States