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  • October 2023 (Revised January 2024)
  • Case

McDonald's Board of Directors (A)

By: Lynn S. Paine and Will Hurwitz
In October 2019, the McDonald’s Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel’s investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing... View Details
Keywords: Board Of Directors; Board Chair; Board Decisions; Business Ethics; Corporate Boards; Fast Food; Franchising; Legal Aspects Of Business; Legal Battle; Legal Settlement; Misconduct; Regulation; Reorganization; Restaurant Industry; Sexual Harassment; Shareholders; Stakeholder Management; Strategy And Execution; Turnaround; Corporate Accountability; Corporate Governance; Culture; Executive Compensation; Leadership; Management; Ethics; Governing and Advisory Boards; Business and Stakeholder Relations; Food and Beverage Industry; Illinois; United States
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  • June 2000 (Revised September 2000)
  • Case

Amazon.com: Exploiting the Value of Digital Business Infrastructure

By: Lynda M. Applegate and Meredith Collura
Enables a thorough analysis of Amazon.com and the company's value proposition, in terms of its business concept, digital business capabilities, and community and shareholder value. Examines the company's complex set of business models and web of business relationships,... View Details
Keywords: Entrepreneurship; Asset Pricing; Capital; Financial Management; Technological Innovation; Business or Company Management; Growth and Development Strategy; Relationships; Competitive Strategy; Information Technology Industry; Web Services Industry
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  • September 2018
  • Supplement

From Beirut With Love (B): The Last Judgment

By: Christina R. Wing, Esel Y. Cekin and Samer Al-Rachedy
Keywords: Family Business; Family Conflicts; Sibling Rivalry; Second-generation; Foundation; Trust; Governance; Work-life Balance; Leadership; Leading Change; Transformation; Succession Planning; Management; Organizational Structure; Corporate Culture; Shareholder; Board Of Directors; Retail; Real Estate; Shopping Mall; Department Store; Growth; Lebanon; Middle East; Non-executive Chairman; Sustainability
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  • May 2017 (Revised February 2024)
  • Case

Battle for the Soul of Capitalism: Unilever and the Kraft Heinz Takeover Bid (A)

By: William W. George and Amram Migdal
This case describes Kraft Heinz Company’s (KHC) February 2017 unsolicited $143 billion takeover offer to acquire Unilever. The offer was made to Unilever CEO Paul Polman by KHC chairman Alexandre Behring, who was also co-founder and CEO of Brazilian-based 3G Capital... View Details
Keywords: Acquisition; Value Creation; Decision Choices and Conditions
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  • April 2006 (Revised April 2012)
  • Background Note

The Role of Private Equity Firms in Merger and Acquisition Transactions

By: William E. Fruhan Jr.
Explores the importance of private equity firms in merger and acquisitions activity around the globe. In many countries, these firms now account for one quarter of the total merger and acquisition activity of all firms. The larger private equity firms generate fees for... View Details
Keywords: Leveraged Buyouts; Mergers and Acquisitions; Private Equity; Investment Funds; Value Creation
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  • March 2012 (Revised September 2014)
  • Case

Clarks at a Crossroads (A)

By: John A. Davis and Suzanne Stroh
Clarks at a Crossroads (A) describes how this venerable British shoe company falls behind its competition and into financial trouble. The case ends with a pivotal vote by shareholders on whether to sell this family company. View Details
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  • September 2019 (Revised August 2021)
  • Case

It's All About Family: Esas Group

By: Christina R. Wing and Alpana Thapar
This case describes how Ali Sabancı and his sister Emine Sabancı Kamışlı, shareholders of Esas Group, one of Turkey’s largest family-owned investment firms, worked to grow and professionalize the business. While their father Şevket Sabancı, played an instrumental role... View Details
Keywords: Family Business; Governance; Growth and Development Strategy; Turkey
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  • 2015
  • Chapter

Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance

By: John C. Coates
This chapter presents evidence that shifts in the composition and roles of institutions have been at least as important, if not more so, than aggregate increases in institutional ownership. Over the past 30 years, institutions have come to play more varied roles in... View Details
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  • September 2003
  • Case

Executive Compensation at Reckitt Benckiser plc

By: V.G. Narayanan, Krishna G. Palepu and Lisa Brem
Investors felt betrayed by the increasingly lucrative pay packages awarded to CEOs and other top executives at multinational companies. Yet, board members charged with adequately rewarding executives were forced to compete with rising packages of salaries and stock... View Details
Keywords: Design; Stock Options; Investment Activism; Corporate Accountability; Compensation and Benefits; Employee Stock Ownership Plan; Management Teams; Business and Shareholder Relations; Consumer Products Industry; Netherlands; United States
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  • September 2002 (Revised March 2003)
  • Technical Note

Technical Note on Equity-Linked Consideration, Part 1: All-Stock Deals

By: Carliss Y. Baldwin
What the acquiring company pays for a target in a merger or acquisition is called "consideration." Consideration can be in the form of cash, shares, or a combination of cash and shares. During the 1990s, equity-linked consideration became the dominant method of payment... View Details
Keywords: Price; Acquisition; Business and Shareholder Relations
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  • 2013
  • Other Unpublished Work

How ISS Dictates Equity Plan Design

By: David F. Larcker, Ian D. Gow, Allan McCall and Brian Tayan
Proxy advisory firms have long been known to influence the voting decisions of institutional investors. Now, a growing body of evidence suggests that they also influence company decisions in equity plan design. Should shareholders and the SEC be concerned? View Details
Keywords: Voting; Institutional Investing; Corporate Governance
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  • 15 Jan 2019
  • Working Paper Summaries

The Creation and Evolution of Entrepreneurial Public Markets

Keywords: by Shai Bernstein, Abhishek Dev, and Josh Lerner; Banking; Financial Services
  • 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
Related
  • June 2017
  • Teaching Note

Succession Planning at Samsung: The Merger Formula of Cheil Industries and Samsung C&T

By: Gwen Yu
A merger deal of two Samsung group companies becomes a center of a corruption scandal. The merger of Cheil Industries and Samsung C&T was seen as a crucial step to transfer power to Lee Jae Yong, the heir of Samsung group. The deal was criticized to purposefully... View Details
Keywords: Merger; Mergers and Acquisitions; Crime and Corruption; Business and Government Relations; South Korea
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  • October 1999
  • Case

Royal Dutch/Shell in Transition (A)

By: Lynn S. Paine
After the Brent Spar episode and the 1995 events in Nigeria, Shell undertakes an intensive review of its values and business principles. At the same time, it conducts the largest multi-stakeholder consultation in its history in an effort to better understand society's... View Details
Keywords: Corporate Governance; Corporate Accountability; Corporate Social Responsibility and Impact; Social Issues; Public Opinion; Moral Sensibility; Values and Beliefs; Transformation; Environmental Accounting; Energy Industry
Related
  • April 1998 (Revised May 2000)
  • Case

Guidant Corporation: Shaping Culture Through Systems

By: Robert L. Simons and Antonio Davila
Guidant is a successful IPO start-up selling pacemakers and defibrillators. The case describes how managers install systems to balance innovation and control. Three parts of a shareholder value strategy are described. Controls include incentive systems, beliefs... View Details
Keywords: Innovation Strategy; Corporate Strategy; Motivation and Incentives; Planning; Risk Management; Management Systems; Business Strategy; Value Creation; System; Service Industry; Financial Services Industry; Medical Devices and Supplies Industry
Related
  • March 2009
  • Case

Aderans

By: Robin Greenwood, Rakesh Khurana and Masako Egawa
Steel Partners is a U.S.-based hedge fund that has made a large investment in Japan-based wigmaker Aderans. The case is set at the close of the annual meeting in May 2008, when shareholders have voted against all incumbent board members. Steel Partners must act... View Details
Keywords: Voting; Investment; Corporate Governance; Governing and Advisory Boards; Ownership Stake; Business and Shareholder Relations; Japan
Related
  • February 2022
  • Case

Business Roundtable 2019 Statement: A New Paradigm or Business as Usual?

By: Charles C.Y. Wang and Amram Migdal
This note focuses on the antecedents of, reactions to, and clarifications about The Business Roundtable’s August 19, 2019, “Statement on the Purpose of a Corporation.” The note includes background information on corporate governance as practiced in the United States in... View Details
Keywords: Corporate Accountability; Corporate Governance; Business History; Mission and Purpose; Agency Theory; Business and Shareholder Relations; Business and Stakeholder Relations; Corporate Social Responsibility and Impact; United States
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  • 05 Jul 2006
  • Op-Ed

Corporate Governance Activists are Headed in the Wrong Direction

corporations incorporated in a given state—public or private, big or small—are subject to the same statutory framework. State statutes typically specify plurality selection as the default rule for director elections. Most private-enterprise View Details
Keywords: by Joseph Hinsey
  • Research Summary

Trust

By: Sandra J. Sucher

In this research, I aim to provide a practical orientation to trust—how to build it, how it can be damaged, how it might be repaired—grounded in my experience as an executive and in the research on organizational trust and moral philosophy. As a case researcher, I... View Details

Keywords: Power; Globalization; Leadership; Corporate Culture; Future Of Work; Innovation; Human Resources; Technology Strategy; Automation; Stakeholder Engagement; Employee Attitude; Customer Behavior; Shareholder Value; Government And Business; Impact Investing; Corporate Accountability; Corporate Change And Sustainability; Asia; Europe; South America; Middle East; North And Central America; Trust; Asia; Europe; South America; Middle East; North and Central America

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