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  • June 10, 2002
  • Article

Audit the audit committees: VIEWPOINT PAUL HEALY AND KRISHNA PALEPU: After Enron, boards must change the focus and provide greater financial transparency

By: P. M. Healy
Keywords: Corporate Disclosure; Accounting Audits
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Healy, P. M. "Audit the audit committees: VIEWPOINT PAUL HEALY AND KRISHNA PALEPU: After Enron, boards must change the focus and provide greater financial transparency." Financial Times (June 10, 2002), 14.
  • March 2018
  • Supplement

China Vanke: Battle for Control (B)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo
China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed... View Details
Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China
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Paine, Lynn S., Charles C.Y. Wang, Dawn H. Lau, and Anthony K. Woo. "China Vanke: Battle for Control (B)." Harvard Business School Supplement 318-118, March 2018.
  • April 2010
  • Article

Executive Pay and 'Independent' Compensation Consultants

By: K. J. Murphy and Tatiana Sandino
Executive compensation consultants face potential conflicts of interest that can lead to higher recommended levels of CEO pay, including the desires to "cross-sell" services and to secure "repeat business." We find evidence in both the US and Canada that CEO pay is... View Details
Keywords: Compensation Consultants; Conflicts Of Interest; CEO Pay; Board Of Directors; Director Pay; Disclosure; Conflict of Interests; Governing and Advisory Boards; Corporate Disclosure; Executive Compensation; Corporate Governance; Consulting Industry; Canada; United States
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Murphy, K. J., and Tatiana Sandino. "Executive Pay and 'Independent' Compensation Consultants." Journal of Accounting & Economics 49, no. 3 (April 2010): 247–262.
  • October 2020 (Revised November 2020)
  • Case

Digging for Gold: Paulson & Co.'s Activism in the Gold Sector

By: Suraj Srinivasan and Jonah S. Goldberg
The case describes the efforts of hedge fund Paulson & Co to influence corporate governance and improve performance in the gold industry. In an innovative move, the hedge fund led the creation of the Shareholder Gold Council, a consortium of large investors in gold... View Details
Keywords: Board Of Directors; Hedge Funds; Shareholder Activism; Gold; Corporate Governance; Governing and Advisory Boards; Investment Funds; Investment Activism; Performance Improvement; Corporate Accountability; Mining Industry; Canada; United States
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Srinivasan, Suraj, and Jonah S. Goldberg. "Digging for Gold: Paulson & Co.'s Activism in the Gold Sector." Harvard Business School Case 121-021, October 2020. (Revised November 2020.)
  • March 2018 (Revised January 2021)
  • Case

China Vanke: Battle for Control (A)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo
In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... View Details
Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China
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Paine, Lynn S., Charles C.Y. Wang, Dawn H. Lau, and Anthony K. Woo. "China Vanke: Battle for Control (A)." Harvard Business School Case 318-117, March 2018. (Revised January 2021.)
  • January 2020 (Revised December 2024)
  • Case

Governing PG&E

By: Lynn S. Paine and Will Hurwitz
The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation’s out-going chairman Richard Kelly described the company’s proposed new board. PG&E, which provided electricity and natural... View Details
Keywords: Bankruptcy; Board Of Directors; Board Dynamics; Business Ethics; Business Model Innovation; Corporate Boards; Energy Efficiency; Environmental And Social Sustainability; Government And Business; Hedge Funds; Institutional Investors; Legal Aspects Of Business; Regulated Monopolies; Regulation; Shareholders; Stakeholder Management; Strategy And Execution; Utilities; Insolvency and Bankruptcy; Governing and Advisory Boards; Ethics; Capital Structure; Climate Change; Corporate Accountability; Corporate Governance; Environmental Sustainability; Executive Compensation; Leadership; Management; Safety; Business and Government Relations; Energy Industry; Utilities Industry; California; United States
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Paine, Lynn S., and Will Hurwitz. "Governing PG&E." Harvard Business School Case 320-024, January 2020. (Revised December 2024.)
  • July 2015 (Revised March 2021)
  • Case

Proxy Contest at DuPont

By: Jay W. Lorsch and Emily McTague
On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three... View Details
Keywords: Board Of Directors; Hedge Fund; Activist Investing; Activist Investors; Proxy Fight; Corporate Governance; Governing and Advisory Boards; Investment Activism; Chemical Industry; United States
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Lorsch, Jay W., and Emily McTague. "Proxy Contest at DuPont." Harvard Business School Case 416-005, July 2015. (Revised March 2021.)
  • 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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Oberholzer-Gee, Felix, Charles C.Y. Wang, and Esel Cekin. "Turkcell." Harvard Business School Case 715-009, September 2014. (Revised February 2017.)
  • January 2014 (Revised January 2014)
  • Case

Showdown at Cracker Barrel

By: Suraj Srinivasan and Tim Gray
In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a... View Details
Keywords: Boards; Activist Investors; Proxy Battles; Shareholder Activism; Peer Firm; Ratio Analysis; Financial Accounting; Financial Analysis; Board Of Directors; Boards Of Directors; Financial Intermediaries; Financial Analysts; CEO Turnover; New CEO; Peer Groups; Hedge Fund; Hedge Funds; Proxy Contest; Proxy Fight; Proxy Advisor; Proxy Battle; Financial Statement Analysis; Financial Strategy; Corporate Governance; Corporate Disclosure; Governing and Advisory Boards; Competition; Valuation; Business Strategy; Value Creation; Business and Shareholder Relations; Financial Reporting; Financial Statements; Retail Industry; Food and Beverage Industry; United States
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Srinivasan, Suraj, and Tim Gray. "Showdown at Cracker Barrel." Harvard Business School Case 114-026, January 2014. (Revised January 2014.)
  • January 2014 (Revised October 2014)
  • Supplement

Mittal Steel's Pursuit of Arcelor (B)

By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details
Keywords: Strategy; Fiduciary Duty; Negotiation; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Valuation; Mergers and Acquisitions; Corporate Governance; Economics; Steel Industry; Canada; United Kingdom; India
Citation
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Healy, Paul M., and Penelope Rossano. "Mittal Steel's Pursuit of Arcelor (B)." Harvard Business School Supplement 114-057, January 2014. (Revised October 2014.)
  • 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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Lorsch, Jay, and Emily McTague. "Proxy Access at Whole Foods." Harvard Business School Case 415-073, April 2015. (Revised July 2015.)
  • June 2022 (Revised August 2022)
  • Case

Sustainability Reporting at Dollar Tree, Inc.

By: Suraj Srinivasan and Li-Kuan Ni
The cases discusses the ESG strategy of Dollar Tree Inc., a U.S. Fortune 500 company in the deep discount retail industry and the and shareholder pressure faced by the company. In 2022, the company faced a shareholder resolution from a renowned shareholder advocacy... View Details
Keywords: ESG; Sustainability; Shareholder Activism; Dollar Tree; Sustainability Reporting; ESG Reporting; Board Of Directors; Shareholder Engagement; GHG; Environmental Accounting; Integrated Corporate Reporting; Trends; Communication; Announcements; Voting; Environmental Management; Climate Change; Environmental Sustainability; Values and Beliefs; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing Rules, Regulations, and Reforms; Policy; Reports; Business or Company Management; Risk Management; Corporate Social Responsibility and Impact; Outcome or Result; Strategic Planning; Business and Stakeholder Relations; Situation or Environment; Opportunities; Civil Society or Community; Social Issues; Public Opinion; Strategy; Adaptation; Alignment; Business Strategy; Corporate Strategy; Value Creation; Retail Industry; United States; Virginia
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Srinivasan, Suraj, and Li-Kuan Ni. "Sustainability Reporting at Dollar Tree, Inc." Harvard Business School Case 122-044, June 2022. (Revised August 2022.)
  • November 2015 (Revised October 2017)
  • Case

Dollar General Bids for Family Dollar

By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane
In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over... View Details
Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry; United States
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Heese, Jonas, Paula A. Price, Suraj Srinivasan, and David Lane. "Dollar General Bids for Family Dollar." Harvard Business School Case 116-007, November 2015. (Revised October 2017.)
  • August 2013
  • Supplement

Lyric Dinner Theater (Video Supplement)

By: Jim Sharpe
Keywords: Turnarounds; Operations; Boards Of Directors; Family-owned Business; Hiring; Entrepreneurship; Family and Family Relationships; Family Business; Family Ownership; Entertainment; Negotiation; Entertainment and Recreation Industry; Saint Louis
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Sharpe, Jim. "Lyric Dinner Theater (Video Supplement)." Harvard Business School Video Supplement 813-729, August 2013.
  • September 2021
  • Case

Vignettes on Professional Service Firm Governance

By: David G. Fubini, Suraj Srinivasan and Li-Kuan Ni
The two vignettes within “Vignettes on Professional Service Firm Governance” (HBS No. 122-024) present various issues relating to governance in professional service firms (“PSFs”). In the first, the Managing Director of a U.S. consulting firm contemplates whether to... View Details
Keywords: Consulting Firms; Professional Services; Board Of Directors; Professional Service; Global Firm; Executive Leadership; Globalized Firms and Management; Private Equity; Governing and Advisory Boards; Global Strategy; Corporate Governance; Governance Controls; Leadership Development; Leading Change; Emerging Markets; Strategic Planning; Partners and Partnerships; Service Industry; United States; India
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Fubini, David G., Suraj Srinivasan, and Li-Kuan Ni. "Vignettes on Professional Service Firm Governance." Harvard Business School Case 122-024, September 2021.
  • 2016
  • Working Paper

Through the Grapevine: Network Effects on the Design of Executive Compensation Contracts

By: Susanna Gallani
Effective design of executive compensation contracts involves choosing and weighting performance measures, as well as defining the mix between fixed and incentive-based pay components, with a view to fostering talent retention and goal congruence. The variability in... View Details
Keywords: Compensation Design; Board Interlocks; Compensation Consultants; Network Centrality; Homophily; Quadratic Assignment Procedure; Blockholders; Executive Compensation
Citation
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Gallani, Susanna. "Through the Grapevine: Network Effects on the Design of Executive Compensation Contracts." Harvard Business School Working Paper, No. 16-019, August 2015. (Revised December, 2016.)
  • Editorial

ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues

By: George Serafeim and Sakis Kotsantonis
Keywords: Climate Change; Board Of Directors; Corporate Governance; Investments; Environment
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Serafeim, George, and Sakis Kotsantonis. "ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues." Harvard Business Review (website) (June 7, 2017).
  • March 2022
  • Supplement

Transforming Kimball International, Inc. (B)

By: Lynn S. Paine and Will Hurwitz
Supplements the (A) case. View Details
Keywords: Board Of Directors; Board Committees; Board Decisions; Board Dynamics; CEO Compensation; CEO Succession; Compensation Committee; Compensation Consultants; Compensation Design; Compensation Mix; Corporate Purpose; COVID-19; ESG; Furniture; Furniture Industry; Manufacturing; Midwest; Pandemic; Purpose; Spin-off; Strategic Change; Strategic Decisions; Strategic Evolution; Target-setting; Executive Compensation; Family Ownership; Governance; Restructuring; Strategy; Transformation; Manufacturing Industry; United States
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Paine, Lynn S., and Will Hurwitz. "Transforming Kimball International, Inc. (B)." Harvard Business School Supplement 322-084, March 2022.
  • 2021
  • Working Paper

rTSR: Properties, Determinants, and Consequences of Benchmark Choice

By: Paul Ma, Jee-Eun Shin and Charles C.Y. Wang
We develop a measurement-error framework for assessing the quality of relative-performance metrics designed to filter out the systematic component of performance and analyze relative total shareholder return (rTSR)—the predominant metric market participants use to... View Details
Keywords: Relative TSR; Relative Performance Evaluation; Systematic Risk; Board Of Directors; Compensation Consultants; Style Effects; Executive Compensation; Performance Evaluation; Corporate Governance
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Ma, Paul, Jee-Eun Shin, and Charles C.Y. Wang. "rTSR: Properties, Determinants, and Consequences of Benchmark Choice." Harvard Business School Working Paper, No. 19-112, April 2019. (Revised May 2021.)
  • 21 Jul 2004
  • Lecture

Governance and Corporate Responsibility: Opportunities for Board Leadership." Panelist. "Role of the Corporation in the 21st Century: Corporate Governance in the Face of New Social Values

By: Lynn S. Paine
Keywords: Governance; Leadership; Corporate Social Responsibility and Impact
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Paine, Lynn S. Governance and Corporate Responsibility: Opportunities for Board Leadership." Panelist. "Role of the Corporation in the 21st Century: Corporate Governance in the Face of New Social Values. Lecture at the Forum Barcelona, Barcelona, Spain, July 21, 2004.
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