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November 2018 (Revised July 2023)
Case

The Weir Group: Reforming Executive Pay (A)

By: Lynn S. Paine and Federica Gabrieli

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the... View Details

October 2003
Article

The Determinants of Board Structure at the Initial Public Offering

By: Malcolm Baker and Paul Gompers

This paper describes board size and composition and investigates the role of venture capital in a sample of 1,116 firms' initial public offerings. First, firms backed by venture capital have fewer insider and instrumental directors and more independent... View Details

Keywords: Governing and Advisory Boards; Venture Capital; Initial Public Offering; Managerial Roles; Power and Influence

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November 2020 (Revised March 2023)
Teaching Note

Unrest in Chile

By: Vincent Pons, John Masko, Rafael Di Tella and William Mullins

In 2020, Chileans would head to the ballot box to decide their country’s future. Many international observers credited Chile’s decades of neoliberal governance with turning the country into Latin America’s “Tiger,” a prosperous, diversified economy on its way to... View Details

Keywords: Developing Countries and Economies; Macroeconomics; Economy; Political Elections; Public Opinion; Social Issues; Equality and Inequality; System Shocks; Chile; Latin America

2013
Case

Career Pathways, Performance Pay, and Peer-review Promotion in Baltimore City Public Schools

By: Susan Moore Johnson, John J-H Kim, Geoff Marietta, S. Elisabeth Faller and James Noonan

In the fall of 2012, Dr. Andres Alonso had much to celebrate about in his five-year tenure as CEO of Baltimore City Public Schools, including the approval and implementation of an innovative teachers' contract with a jointly-governed four-tier career pathway that tied... View Details

Keywords: Labor Management; Public Education; PELP; Union; Compensation; Collaboration; Public Education Leadership Project; Education; Labor; Compensation and Benefits; Education Industry; United States

Article

Representative Democracy and the Implementation of Majority-Preferred Alternatives

By: Katherine Baldiga Coffman

In this paper, we contrast direct and representative democracy. In a direct democracy, individuals have the opportunity to vote over the alternatives in every choice problem the population faces. In a representative democracy, the population commits to a candidate ex... View Details

Keywords: Economic Systems; Voting; Decision Choices and Conditions

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2022
Article

Leadership & Overconfidence

By: Don A Moore and Max H. Bazerman

Expressions of confidence can give leaders credibility. In the political realm, they can earn votes and public approval for decisions made in office. Such support is justified when the confidence displayed is truly a sign that a leader (whether a candidate or an... View Details

Keywords: Personal Characteristics; Leadership; Government Legislation; Political Elections

January 20, 2020
Article

Larry Fink Isn't Going to Read Your Sustainability Report

By: Mark R. Kramer

In his recent annual letter to CEOs, BlackRock CEO Larry Fink makes the stunning claim that climate change has brought us to “the edge of a fundamental reshaping of finance” and “in the near future … a significant reallocation of capital.” BlackRock has committed to... View Details

Keywords: Environmental Sustainability; Business Model; Investment

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June 2010 (Revised November 2013)
Case

Momentive Performance Materials, Inc.

By: Victoria Ivashina and David Scharfstein

After nearly violating its loan covenants in 2009, Momentive Performance Materials, backed by its financial sponsor Apollo Global Management, took a variety of actions to restructure its debt. The restructuring steps included an open market repurchase of publicly held... View Details

Keywords: Restructuring; Financial Crisis; Borrowing and Debt; Private Equity; Financing and Loans

December 2021
Article

Trade Policy Uncertainty and Stock Returns

By: Marcelo Bianconi, Federico Esposito and Marco Sammon

A recent literature has documented large real effects of trade policy uncertainty (TPU) on trade, employment, and investment, but there is little evidence that investors are compensated for bearing such risk. To quantify the risk premium associated with TPU, we exploit... View Details

Keywords: Trade Policy; Uncertainty; Stock Returns; Risk Premium; Tariff Rates; Portfolio Analysis; Trade; Policy; Risk and Uncertainty; Stocks; Investment Return

January 2017
Case

T. Rowe Price and the Dell Inc. MBO (A)

By: Lena G. Goldberg

T. Rowe Price’s mutual funds, separate accounts, institutional investors, and retirement accounts were, in the aggregate, Dell Inc.’s third largest shareholder in 2013 when Dell announced a management-led buyout, or MBO, structured as a merger. In considering whether... View Details

Keywords: Fiduciary Duties; Management Buy-out; Mergers and Acquisitions; Valuation; Business and Shareholder Relations; Financial Services Industry; Computer Industry; Delaware

September 2024
Article

Political Elite Cues and Attitude Formation in Post-Conflict Contexts

By: Natalia Garbiras-Díaz, Miguel Garcia-Sanchez and Aila M. Matanock

Civil conflicts typically end with negotiated settlements, but many settlements fail, often during the implementation stage when average citizens have increasing influence. Citizens sometimes evaluate peace agreements by voting on referendums or the negotiating... View Details

Keywords: Civil Unrest; Peace Process; Political Leadership; Peace; Politics; Policy Change; Policy; Government and Politics; Government Administration; Governance; Political Elections; Civil Society or Community; Negotiation; Negotiation Participants; Public Relations Industry; Colombia; Latin America; South America

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April 1998 (Revised May 2001)
Supplement

Acquisition of Consolidated Rail Corporation (B), The

By: Benjamin C. Esty, Lori A. Flees and Mathew M Millett

Eight days after CSX announced it was going to buy Consolidated Rail (Conrail) for $88.65 per share, Norfolk Southern made a hostile $100 per share bid for Conrail. Over the next several months, the potential acquirers upped their bids while exchanging criticism in the... View Details

Keywords: Law; Valuation; Rail Transportation; Bids and Bidding; Governance Controls; Mergers and Acquisitions; Business Strategy; Corporate Finance; Rail Industry; United States

January 2020
Article

Compensation Consultants and the Level, Composition, and Complexity of CEO Pay

By: Kevin J. Murphy and Tatiana Sandino

We provide fresh evidence regarding the relation between compensation consultants and CEO pay. First, firms that employ consultants have higher-paid CEOs—this result is robust to firm fixed effects and matching on economic and governance variables. Second, while this... View Details

Keywords: Consultants; Benchmarking; Incentive Pay; Executive Compensation; Complexity; Motivation and Incentives; Governance

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October 2018
Case

The Proxy Fight at ADP

By: Robin Greenwood and E. Scott Mayfield

In July 2017, shares of Automatic Data Processing, Inc. (ADP) surged 12% following a report that the activist investor Bill Ackman had acquired a sizable stake in the company and planned to nominate his own slate of directors at the company’s annual meeting in... View Details

2019
Working Paper

Compensation Consultants and the Level, Composition, and Complexity of CEO Pay

By: Kevin J. Murphy and Tatiana Sandino

We provide fresh evidence regarding the relation between compensation consultants and CEO pay. First, firms that employ consultants have higher-paid CEOs—this result is robust to firm fixed effects and matching on economic and governance variables. Second, while this... View Details

Keywords: Consultants; Benchmarking; Incentive Pay; Executive Compensation; Complexity; Motivation and Incentives; Governance

January 2016 (Revised January 2019)
Case

The Allergan Board Under Fire (A)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

October 2001 (Revised March 2006)
Case

Chad-Cameroon Petroleum Development and Pipeline Project (A), The

By: Benjamin C. Esty and Carrie Ferman

On June 6, 2000, the World Bank's and IFC's board of directors was scheduled to vote on whether to approve funding for the $4 billion Chad-Cameroon Petroleum Development and Pipeline project. Although the project presented a unique opportunity to alleviate poverty in... View Details

Keywords: Risk Management; Negotiation; Ethics; Social Issues; Economic Sectors; Investment; Cost vs Benefits; Project Finance; Developing Countries and Economies; Corporate Finance; Mining Industry; Chad; Cameroon

2010
Article

Corporate Governance at the World Bank and the Dilemma of Global Governance

By: Ashwin Kaja and Eric Werker

Most major decisions at the World Bank are made by its Board of Executive Directors. While some countries enjoy the opportunity to serve on this powerful body, most countries rarely, if ever, get that chance. This gives rise to the question: does board membership lead... View Details

Keywords: Corporate Governance; Decisions; Governing and Advisory Boards; Banks and Banking; Financing and Loans; Management Analysis, Tools, and Techniques; Governing Rules, Regulations, and Reforms; Voting; Globalized Economies and Regions

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2022
Working Paper

The Impact of Campaign Finance Rules on Candidate Selection and Electoral Outcomes: Evidence from France

By: Nikolaj Broberg, Vincent Pons and Clémence Tricaud

This paper investigates the effects of campaign finance rules on electoral outcomes. In French departmental and municipal elections, candidates competing in districts above 9,000 inhabitants face spending limits and are eligible for public reimbursement if they obtain... View Details

Keywords: Political Elections; Finance; Governing Rules, Regulations, and Reforms; Outcome or Result; France

March 2003 (Revised January 2008)
Case

Northrop versus TRW

By: Carliss Y. Baldwin and James Quinn

TRW, a leading supplier of advanced technology products for the auto, defense, and aerospace markets, receives an unexpected stock-for-stock offer from defense company Northrop Grumman Corp. The $11.4 billion aggregate offer, which represents a 22% premium over the... View Details

Keywords: Mergers and Acquisitions; Decision Choices and Conditions; Governing and Advisory Boards; Laws and Statutes; Negotiation Tactics; Valuation; Aerospace Industry; Auto Industry; Ohio

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