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  • Summer 2015
  • Article

The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach

By: Fernan Restrepo and Guhan Subramanian
Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender... View Details
Keywords: Laws and Statutes; Business and Shareholder Relations; Delaware
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  • May 2015 (Revised September 2017)
  • Case

Generating Higher Value at IBM (A)

By: Benjamin C. Esty and E. Scott Mayfield
This case analyzes IBM's financial performance and its capital allocation decisions over a 10-year period from 2004-2013, during which IBM returned more than $140B to shareholders through a combination of dividends and share repurchases. During this time, CEO Sam... View Details
Keywords: Dividends; Share Repurchases; Earnings Guidance; Financial Statement Analysis; Financial Ratios; Payout Policy; Earnings Per Share (EPS); Earnings Management; Change Management; Leadership; Transformation; Financial Strategy
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  • May 2015
  • Case

Venture Republic, 2011

By: W. Carl Kester and Mayuka Yamazaki
In December 2011, the founders of Venture Republic, a Japanese developer and operator of on-line search engines for shopping and travel, faced a decison about whether or not to take the company private in a management buyout transaction just three years after an... View Details
Keywords: Management Buyout; MBO; Valuation Methodologies; Financing Decisions; Conflicts Of Interest; Governance; Japan; Search Engines; Going Private; Conflict of Interests; Internet and the Web; Valuation; Privatization; Financing and Loans; Corporate Governance; Web Services Industry; Japan
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  • Article

Professionalism, Fiduciary Duty, and Health-Related Business Leadership

By: Joshua D. Margolis
Expanding fiduciary duty to leaders of health-related businesses can help leaders meet the challenges of caring for not only the corporation and shareholders but also the patients and medical professionals. How should leaders of health-related businesses weigh the... View Details
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  • April 2015 (Revised July 2015)
  • Case

Proxy Access at Whole Foods

By: Jay Lorsch and Emily McTague
Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details
Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America
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  • April 2015
  • Case

Accor: Designing an Asset-Right Business and Disclosure Strategy

By: Mozaffar Khan and George Serafeim
Sebastien Bazin was now in charge of Accor, the world's largest French hotelier, a CAC 40 company with 3,600 hotels in 92 countries and a market cap of €10 billion. Previously as the European head of Colony Capital, one of the largest private equity groups and the... View Details
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  • April 2015
  • Teaching Note

SecondMarket - Providing Liquidity for Shareholders of Privately Held iContact

By: Ramana Nanda
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  • February 2015 (Revised April 2015)
  • Case

The Board of Directors at Market Basket

By: Jay W. Lorsch and Emily McTague
The firing of Market Basket CEO Arthur T. Demoulas by his cousin, Arthur S. Demoulas, and directors affiliated with him set off employee protests throughout the grocery store chain. Industry specialists estimated that Market Basket was losing close to ten million... View Details
Keywords: Organizational Behavior; Shareholder Votes; Board Of Directors; Board Dynamics; Board Decisions; Boards; Grocery; Organizational Culture; Organizational Structure; Business and Shareholder Relations; Corporate Governance; Food and Beverage Industry; New England
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  • 2015
  • Other Unpublished Work

Do Managers Have a Role to Play in Sustaining the Institutions of Capitalism?

By: Rebecca Henderson and Karthik Ramanna
In a capitalist system based on free markets, do managers have responsibilities to the system itself? If they do, should these responsibilities shape their behavior when they engage in the political processes that structure the institutions of capitalism? The... View Details
Keywords: Capitalism; Lobbying; Leadership; Economic Systems; Managerial Roles; Business and Government Relations
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  • January 2015
  • Article

Are Incentives Without Expertise Sufficient? Evidence from Fortune 500 Firms

By: Emilie R. Feldman and Cynthia A. Montgomery
Agency theory predicts that incentives will align agents' interests with those of principals. However, the resource-based view suggests that to be effective, the incentive to deliver must be paired with the ability to deliver. Using Fortune 500 boards as an... View Details
Keywords: Board Of Directors; Corporate Governance; Incentives; Expertise; Motivation and Incentives; Governing and Advisory Boards; Experience and Expertise; Agency Theory
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  • December 2014
  • Case

Groupon: A New CEO Takes Charge

By: Lynda M. Applegate and Arnold B. Peinado
On August 7, 2013, Eric Lefkofsky, the chairman and largest shareholder of Groupon was named CEO, replacing founder Andrew Mason, who had run the company since its inception in 2009. When Groupon had its initial public offering (IPO) in November 2011, the company's... View Details
Keywords: Entrepreneurial Management; Disruptive Technologies; Growth Strategy; Customer Relations; Service Management; International Business; Business Models; Strategy Execution; Entrepreneurship; Growth and Development Strategy; Business Model; United States
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  • December 2014 (Revised April 2015)
  • Case

Apple, Einhorn, and iPrefs

By: Carliss Y. Baldwin, Hanoch Feit, Edward A. Minasian and Brandon Van Buren
In March 2013, Apple Computer has a very large cash balance, and is under pressure to return cash to shareholders. Hedge fund manager David Einhorn thinks Apple can "unlock value" by issuing perpetual preferred stock, dubbed iPrefs. Henry Blodget, CEO of Business... View Details
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  • October 2014
  • Teaching Note

Financial Policy at Apple, 2013 (A) and (B)

By: Mihir A. Desai and Elizabeth Meyer
This is the teaching note to HBS case 214-085: Financial Policy at Apple, 2013 (A). View Details
Keywords: Apple; Steve Jobs; Forecast; Forecasting; Forecasting And Prediction; Shareholder Activism; Share Repurchase; Dividends; Financial Ratios; Preferred Shares; Cash Distribution; Corporate Finance; Borrowing and Debt; Financial Management; Financial Strategy; Technology Industry; Consumer Products Industry; United States; Republic of Ireland
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  • October 2014
  • Supplement

Financial Policy at Apple, 2013 Excel Supplement

By: Mihir Desai and Elizabeth A. Meyer
This is the Excel Supplement to Teaching Note 215-022: Financial Policy at Apple, 2013 (A) - (B). View Details
Keywords: Apple; Steve Jobs; Forecast; Forecasting; Forecasting And Prediction; Shareholder Activism; Share Repurchase; Dividends; Financial Ratios; Preferred Shares; Cash Distribution; Corporate Finance; Borrowing and Debt; Financial Management; Financial Strategy; United States; Republic of Ireland
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  • October 2014
  • Supplement

Financial Policy at Apple, 2013 Powerpoint Supplement

By: Mihir Desai and Elizabeth A. Meyer
This is the PowerPoint supplement to the teaching note: Financial Policy at Apple, 2013 (A) - (B), number 215-022. View Details
Keywords: Apple; Steve Jobs; Forecast; Forecasting; Forecasting And Prediction; Shareholder Activism; Share Repurchase; Dividends; Financial Ratios; Preferred Shares; Cash Distribution; Corporate Finance; Borrowing and Debt; Financial Management; Financial Strategy; Technology Industry; Consumer Products Industry; United States; Republic of Ireland
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  • October 2014 (Revised July 2015)
  • Case

Indus Towers: From Infancy to Maturity

By: Ranjay Gulati, Maxim Sytch and Rachna Tahilyani
Indus Towers, the world's largest telecom tower company, is a joint venture between three telecom rivals in India. These rivals—Bharti Airtel, Vodafone India, and Idea Cellular—combined their telecom towers to provide "shared telecom infrastructure" to wireless telecom... View Details
Keywords: Decisions; Judgments; Customer Focus and Relationships; Management; Information Technology; Mobile and Wireless Technology; Information Infrastructure; Telecommunications Industry; India
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  • September 2014 (Revised February 2017)
  • Case

Turkcell

By: Felix Oberholzer-Gee, Charles C.Y. Wang and Esel Cekin
This case centers around the shareholder dispute between three major shareholders of Turkcell, and how its management vied against increasing regulatory intervention and market competition in the absence of a fully-functioning board. The battle for control of the... View Details
Keywords: Financial Performance; Regulatory Environment; Telecommunications; Marketing; Value Added; Pricing; Shareholder; Boards Of Directors; Governing and Advisory Boards; Corporate Governance; Conflict and Resolution; Business and Shareholder Relations; Telecommunications Industry; Turkey
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  • August 15, 2014
  • Article

Can an Outside CEO Run a Family-Owned Business?

By: Josh Baron and Rob Lachenauer
This article explores the intricate dynamics that often characterize family-owned businesses, shedding light on key archetypes that play prominent roles within these organizations. Using a narrative approach, the article illustrates the challenges faced by leaders... View Details
Keywords: Family Ownership; Personal Characteristics; Family and Family Relationships; Management Practices and Processes
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  • July–August 2014
  • Article

Obamacare Rules Pose Challenges for S Corp Owners

By: Josh Baron, Steve Salley and Judith L. Walsh
The article offers information financial impacts of tax by the U.S. Affordable Care Act (ACA) applied in January 2013 on family business shareholders and owners of S Corp. It discusses suggestions in tax planning to equalize tax burden including establishing family... View Details
Keywords: Ownership Type; Family Ownership; Compensation and Benefits; Taxation; Government Legislation
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  • June 2014
  • Case

Financial Policy at Apple, 2013 (A)

By: Mihir A. Desai and Elizabeth A. Meyer
By the end of 2013, Apple had $137 billion dollars in cash and marketable securities. This case explores how companies can generate such large amounts of cash and how and if they should distribute it to shareholders, especially in the face of shareholder pressure. In... View Details
Keywords: Apple; Steve Jobs; Forecast; Forecasting; Forecasting And Prediction; Shareholder Activism; Share Repurchase; Dividends; Financial Ratios; Preferred Shares; Cash Distribution; Corporate Finance; Borrowing and Debt; Financial Management; Financial Strategy; Technology Industry; Consumer Products Industry; United States; Republic of Ireland
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