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Publications

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    • All HBS Web  (120,388)
      • Faculty Publications  (531)

      Corporate GovernanceRemove Corporate Governance →

      ← Page 14 of 531 Results →
      • 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 May 2014)
      • Case

      Tech Mahindra and the Acquisition of Satyam Computers (A)

      By: Srikant M. Datar, Anjali Raina and Namrata Arora
      Set in 2008, the case details Tech Mahindra, an information technology (IT) company within the Mahindra Group, an Indian multi-industry company with a diverse stable of businesses including automotives, farm equipment, and financial services, and its decision to... View Details
      Keywords: Acquisition; Corporate Governance; Computer Industry; India
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      Datar, Srikant M., Anjali Raina, and Namrata Arora. "Tech Mahindra and the Acquisition of Satyam Computers (A)." Harvard Business School Case 114-049, January 2014. (Revised May 2014.)
      • 2014
      • Article

      Corporate Governance and the Financial Crisis in Italy

      By: Dante Roscini
      The financial crisis hit Italy harder than many other Eurozone countries. In part this was due to the fact that the crisis came upon a system that was weakened by years of sub-par economic growth. One of the several endogenous factors that explain the stagnation of the... View Details
      Keywords: Financial Crisis; Corporate Governance; Italy; European Union
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      Roscini, Dante. "Corporate Governance and the Financial Crisis in Italy." Journal of Modern Italian Studies 19, no. 4 (2014): 389–395.
      • Winter 2013
      • Article

      Fear of Rejection? Tiered Certification and Transparency

      By: Emmanuel Farhi, Josh Lerner and Jean Tirole
      The sub-prime crisis has shone a harsh spotlight on the practices of securities underwriters, which provided too many complex securities that proved to ultimately have little value. This uproar calls attention to the fact that the literature on intermediaries has... View Details
      Keywords: Debt Securities; Corporate Disclosure; Corporate Governance
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      Farhi, Emmanuel, Josh Lerner, and Jean Tirole. "Fear of Rejection? Tiered Certification and Transparency." RAND Journal of Economics 44, no. 4 (Winter 2013): 610–631.
      • December 2013
      • Article

      How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment

      By: Alma Cohen and Charles C.Y. Wang
      The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment... View Details
      Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance
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      Cohen, Alma, and Charles C.Y. Wang. "How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment." Journal of Financial Economics 110, no. 3 (December 2013): 627–641.
      • November 2013
      • Case

      GlaxoSmithKline in China (A)

      By: John A. Quelch and Margaret L. Rodriguez
      Four GlaxoSmithKline employees were accused of bribing Chinese health care workers to prescribe the company's drugs. The accusations brought to light the questionable incentive structures of the Chinese health care system and the pressure on companies to adhere to... View Details
      Keywords: Public Health; Pharmaceuticals; China; Bribery; CSR; Hong Bao; Health Care; Drug; GlaxoSmithKline; GSK; Witty; Government; Marketing; Health; Health Care and Treatment; Corporate Social Responsibility and Impact; Corporate Strategy; Corporate Governance; Business and Government Relations; Ethics; Pharmaceutical Industry; China; United Kingdom; United States
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      Quelch, John A., and Margaret L. Rodriguez. "GlaxoSmithKline in China (A)." Harvard Business School Case 514-049, November 2013.
      • November 2013 (Revised September 2015)
      • Supplement

      GlaxoSmithKline in China (B)

      By: John A. Quelch and Margaret L. Rodriguez
      In 2013, Chinese investigators detained four GSK employees for allegedly bribing health care staff to sell GSK pharmaceuticals. A month later, GSK's Asia Pacific regional president, Abbas Hussain, said the company would help identify corrupt practices. Two days later,... View Details
      Keywords: Public Health; Pharmaceuticals; China; Bribery; CSR; Hong Bao; Health Care; Drug; GlaxoSmithKline; GSK; Witty; Government; Marketing; Health; Health Care and Treatment; Corporate Social Responsibility and Impact; Corporate Strategy; Corporate Governance; Business and Government Relations; Ethics; Pharmaceutical Industry; China; United Kingdom; United States
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      Quelch, John A., and Margaret L. Rodriguez. "GlaxoSmithKline in China (B)." Harvard Business School Supplement 514-050, November 2013. (Revised September 2015.)
      • November 2013
      • Article

      Which U.S. Market Interactions Affect CEO Pay? Evidence from UK Companies

      By: Joseph Gerakos, Joseph Piotroski and Suraj Srinivasan
      This paper examines how different types of interactions with U.S. markets by non-U.S. firms are associated with higher level of CEO pay, greater emphasis on incentive-based compensation, and smaller pay gap with U.S. firms. Using a sample of CEOs of UK firms and using... View Details
      Keywords: CEO Compensation; International Pay; Incentives; Cross-listing; United Kingdom; Motivation and Incentives; Executive Compensation; Globalization; Corporate Governance; United Kingdom; United States
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      Gerakos, Joseph, Joseph Piotroski, and Suraj Srinivasan. "Which U.S. Market Interactions Affect CEO Pay? Evidence from UK Companies." Management Science 59, no. 11 (November 2013).
      • October 2013 (Revised September 2014)
      • Case

      The TELUS Share Conversion Proposal

      By: Lucy White, Benjamin C. Esty and Lisa Mazzanti
      On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details
      Keywords: Proxy Contest; Proxy Battle; Proxy Advisor; ISS; Glass Lewis & Co.; Hedge Fund; Short Selling; Share Lending; Telecommunications; Voting Rights; Empty Voting; Equity Decoupling; Share Unification; Dual Class Shares; Canada; Exchange Ratio; Shareholder Activism; Shareholder Votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY)
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      White, Lucy, Benjamin C. Esty, and Lisa Mazzanti. "The TELUS Share Conversion Proposal." Harvard Business School Case 214-001, October 2013. (Revised September 2014.)
      • September 2013 (Revised March 2014)
      • Case

      Progress Energy and Duke Energy (A)

      By: Guhan Subramanian and Charlotte Krontiris
      Just as Duke Energy and Progress Energy announce their merger—forming the largest utility company in the United States, to be led by the current Progress CEO—a nuclear reactor owned by Progress suffers major damage and must be taken offline. While Progress grapples... View Details
      Keywords: Duke; Progress; Nuclear Energy; Mergers and Acquisitions; Corporate Governance; Energy Sources; Energy Industry; United States
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      Subramanian, Guhan, and Charlotte Krontiris. "Progress Energy and Duke Energy (A)." Harvard Business School Case 914-011, September 2013. (Revised March 2014.)
      • September 2013 (Revised March 2014)
      • Supplement

      Progress Energy and Duke Energy (B)

      By: Guhan Subramanian and Charlotte Krontiris
      Keywords: Duke; Progress; Nuclear Energy; Corporate Governance; Energy Sources; Energy Industry
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      Subramanian, Guhan, and Charlotte Krontiris. "Progress Energy and Duke Energy (B)." Harvard Business School Supplement 914-012, September 2013. (Revised March 2014.)
      • September 2013
      • Case

      United Rentals (A)

      By: Jay W. Lorsch, Kathleen Durante and Emily McTague

      In December 1997 United Rentals (URI) went public on the NYSE. Ten years later, during the peak of the economic meltdown, the company's performance was in decline. United Rentals had experienced its share of problems in the prior years and was still struggling to... View Details

      Keywords: Board Of Directors; Board Dynamics; Accounting Fraud; Governance; Board Committees; Merger; Corporate Governance; Construction Industry; United States
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      Lorsch, Jay W., Kathleen Durante, and Emily McTague. "United Rentals (A)." Harvard Business School Case 414-043, September 2013.
      • 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
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      Lorsch, Jay W., and Kathleen Durante. "United Rentals (B)." Harvard Business School Supplement 414-031, July 2013. (Revised October 2013.)
      • July 2013 (Revised September 2019)
      • Case

      Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

      By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker
      This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and... View Details
      Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry
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      Srinivasan, Suraj, Charles C.Y. Wang, and Kelly Baker. "Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'." Harvard Business School Case 114-005, July 2013. (Revised September 2019.)
      • June 2013 (Revised January 2024)
      • Case

      Governance and Sustainability at Nike (A)

      By: Lynn S. Paine, Nien-hê Hsieh and Lara Adamsons
      Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social... View Details
      Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; SB&I; Flyknit; DyeCoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices and Conditions; Decisions; Ethics; Fairness; Globalized Firms and Management; Multinational Firms and Management; Globalized Markets and Industries; Governance; Corporate Accountability; Corporate Governance; Innovation and Invention; Innovation and Management; Innovation Leadership; Innovation Strategy; Goals and Objectives; Management Practices and Processes; Corporate Social Responsibility and Impact; Performance; Alignment; Supply Chain; Organizational Change and Adaptation; Judgments; Apparel and Accessories Industry; Asia; China; United States; Oregon; Portland
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      Paine, Lynn S., Nien-hê Hsieh, and Lara Adamsons. "Governance and Sustainability at Nike (A)." Harvard Business School Case 313-146, June 2013. (Revised January 2024.)
      • June 2013 (Revised September 2016)
      • Supplement

      Governance and Sustainability at Nike (B)

      By: Lynn S. Paine, Nien-he Hsieh and Lara Adamsons
      Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social... View Details
      Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; SB&I; Flyknit; DyeCoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices and Conditions; Decisions; Ethics; Fairness; Globalized Firms and Management; Multinational Firms and Management; Globalized Markets and Industries; Governance; Corporate Accountability; Corporate Governance; Innovation and Invention; Innovation and Management; Innovation Leadership; Innovation Strategy; Goals and Objectives; Management Practices and Processes; Corporate Social Responsibility and Impact; Performance; Alignment; Supply Chain; Organizational Change and Adaptation; Judgments; Apparel and Accessories Industry; Asia; China; United States; Oregon; Portland
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      Paine, Lynn S., Nien-he Hsieh, and Lara Adamsons. "Governance and Sustainability at Nike (B)." Harvard Business School Supplement 313-147, June 2013. (Revised September 2016.)
      • June 20, 2013
      • Article

      The Tyranny of Minority Shareholders

      By: Josh Baron and Henry Foley
      The article discusses challenges arising from minority ownership in the context of the proposed Empire State Building IPO. It emphasizes the complexities that minority shareholders can introduce in business decisions when families take their assets public. The article... View Details
      Keywords: Business and Shareholder Relations; Ownership; Family Ownership; Corporate Governance; Power and Influence
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      Baron, Josh, and Henry Foley. "The Tyranny of Minority Shareholders." Wealth Management (website) (June 20, 2013).
      • 2013
      • Article

      Learning and the Disappearing Association Between Governance and Returns

      By: Lucian A. Bebchuk, Alma Cohen and Charles C.Y. Wang
      The correlation between governance indices and abnormal returns documented for 1990–1999 subsequently disappeared. The correlation and its disappearance are both due to market participants' gradually learning to appreciate the difference between good-governance and... View Details
      Keywords: Corporate Governance; Investment Return; Operations; Performance; Value; Learning; Business Earnings; Behavioral Finance
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      Bebchuk, Lucian A., Alma Cohen, and Charles C.Y. Wang. "Learning and the Disappearing Association Between Governance and Returns." Journal of Financial Economics 108, no. 2 (May 2013): 323–348. (2013 IRRCi Investor Research Award.)
      • March 2013
      • Supplement

      HOYA Corporation (A)

      By: W. Carl Kester
      Keywords: Mergers and Acquisitions; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Negotiation Tactics; Business and Shareholder Relations; Valuation; Japan
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      Kester, W. Carl. "HOYA Corporation (A)." Harvard Business School Spreadsheet Supplement 213-721, March 2013.
      • March 2013
      • Case

      NovaStar Financial: A Short Seller's Battle

      By: Suraj Srinivasan and Amy Kaser
      The NovaStar case describes the challenges faced by short seller Marc Cohodes of hedge fund Rocker Partners as he tried to expose what he thought was widespread fraud in mortgage lender NovaStar Financial. The case is set in the time period from 2001 to 2007 and tracks... View Details
      Keywords: Short Selling; Financial Accounting; Financial Analysis; Financial Analysts; Valuation; Business Analysis; Financial Statement Analysis; Financial Statements; Securitization; Securities Analysis; Fraud; Accounting Quality; Accounting Red Flags; Accounting Restatements; Hedge Fund; Hedge Funds; Accounting Scandal; Accounting Fraud; Financial Crisis; Financial Intermediaries; Financial Firms; Corporate Accountability; Subprime Lending; Mortgage Lending; Accounting; Accrual Accounting; Fair Value Accounting; Governance; Governance Compliance; Corporate Governance; Governance Controls; Financial Services Industry; United States; California
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      Srinivasan, Suraj, and Amy Kaser. "NovaStar Financial: A Short Seller's Battle." Harvard Business School Case 113-120, March 2013.
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