Publications

November 1989 (Revised December 1996)
Supplement

Wisconsin Central Ltd. Railroad and Berkshire Partners (B): LBO Associations and Corporate Governance

By: Michael C. Jensen

Describes the resolution of the default situation. Further examines the internal control mechanisms and distinct role of the board of directors of a typical LBO association. View Details

Keywords: Corporate Governance; Leveraged Buyouts; Rail Industry

05 Jul 2006
Op-Ed

Corporate Governance Activists are Headed in the Wrong Direction

votes cast in order to be elected. Contrast that, these activists warn, with the prevailing procedure that puts a candidate on a board with just a plurality of votes. They claim that under these conditions, View Details

Keywords: by Joseph Hinsey

February 2023
Supplement

Peloton Interactive (B)

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

Supplements “Peloton Interactive (A)” (HBS No. 323-005), describing company restructuring and changes to management and the board of directors between February 8 and early October 2022. View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Growth Management; Investment Activism; Leadership; Entertainment and Recreation Industry; Sports Industry; United States

April 1995 (Revised August 1995)
Case

Empire Blue Cross and Blue Shield (A)

By: Regina E. Herzlinger and Ramona Hilgenkamp

Mounting financial losses and increasing public scrutiny present many challenges to the board of directors of a large nonprofit health insurer. This case series presents chronologically the increasing problems of the company. View Details

Keywords: Governing and Advisory Boards; Corporate Governance; Financial Condition; Organizational Culture; Problems and Challenges; Nonprofit Organizations; Insurance Industry

Suraj Srinivasan is the Philip J. Stomberg Professor of Business Administration, a member of the Accounting and Management faculty unit, and chair of the View Details

Keywords: accounting industry; financial services

September 1997
Case

Siam Cement Group, The: Corporate Philosophy (C)

By: Lynn S. Paine and Prompilai Khunaphante

In November 1996, the board of directors of Thailand's Siam Cement Group approves a policy spelling out the extent to which code of ethics shall be applied in joint venture and contractor relationships. View Details

Keywords: Joint Ventures; Policy; Ethics; Cross-Cultural and Cross-Border Issues; Governing and Advisory Boards; Construction Industry; Thailand

Find at Harvard

April 1991 (Revised July 1991)
Supplement

RJR Nabisco Board: Guardians of the Gate? (B)

By: Jay W. Lorsch

The special committee of the RJR Nabisco board has extended the bidding deadline for the company by 10 days. The case explains the process by which Kohlberg Kravis Roberts and the management group bid against one another for ownership of RJR Nabisco. The board of... View Details

Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Consumer Products Industry; Food and Beverage Industry

September 2024
Article

Activist Directors: Determinants and Consequences

By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan

This paper examines determinants and consequences of hedge fund activism, focusing on activist directors, i.e., directors appointed in response to activist demands. Using a sample of 3,259 activism events from 2004 to 2016, we identify 1,623 activist directors.... View Details

Keywords: Governing and Advisory Boards; Investment Activism; Business and Shareholder Relations

Howard H. Stevenson is Sarofim-Rock Baker Foundation Professor emeritus, former Senior Associate Dean, Director of Publishing, and Chair of the Harvard Business Publishing Company board. The Sarofim-Rock Chair was established in 1982 to provide a continuing base for... View Details

Keywords: broadcasting; communications; computer; construction; financial services; forest products; health care; high technology; industrial goods; insurance industry; investment banking industry; manufacturing; paper; professional services; real estate; service industry; software; venture capital industry

David B. Yoffie

Professor David B. Yoffie is a Baker Foundation Professor and the Max and Doris Starr Professor of International Business Administration, Emeritus at Harvard Business School. A member of the HBS faculty since 1981, Professor Yoffie received his... View Details

Keywords: communications; computer; e-commerce industry; electronics; financial services; information; information technology industry; internet; retail financial services; semiconductor; soft drink; telecommunications; video games

October 1997 (Revised March 1998)
Case

Appalachian Mountain Club: Transforming Governance

By: Walter J. Salmon and Jaan Elias

Starting in 1988, the Appalachian Mountain Club (AMC) began a controversial transformation in management and governance. For its first 112 years, the AMC's structure had resembled that of a country club--volunteer leaders directed the club's operations and its small,... View Details

Keywords: Budgets and Budgeting; Transformation; Corporate Governance; Employee Relationship Management; Recruitment; Leading Change; Organizational Culture; Labor and Management Relations; Nonprofit Organizations; Education Industry; Entertainment and Recreation Industry

Keywords: Investments; Diversified

February 1991 (Revised June 1993)
Case

Ross Perot and General Motors

By: Jay W. Lorsch

In December, 1986 the General Motors Board of Directors must decide whether to accept the buyout agreement between GM and Ross Perot, a director of GM and its largest stockholder. The agreement called for GM to purchase all of Perot's GM shares in exchange for his... View Details

Keywords: Leveraged Buyouts; Mergers and Acquisitions; Stock Shares; Resignation and Termination; Business or Company Management; Agreements and Arrangements

Teaching Interest

Overview

By: Lynn S. Paine

Ms. Paine currently teaches Boards of Directors and Corporate Governance in the second-year MBA program. She also co-chairs the HBS flagship programs for corporate directors Making Corporate Boards More Effective, Advanced Corporate Director Seminar, as well as its... View Details

January 2018
Supplement

Blue Harbour's Activism at Babcock & Wilcox (B)

By: Suraj Srinivasan and Quinn Pitcher

Follow-up case detailing the changes and performance upswing at BWX Technologies after hedge fund Blue Harbour Group's investment and when the fund’s Managing Director Robb LeMasters (MBA’05) joined its board of directors. View Details

Keywords: Investment Activism; Organizational Change and Adaptation; Energy Industry; Construction Industry; United States

04 Sep 2013
News

At Microsoft, Old Guard Sets Future for Next CEO

18 Jan 2010
News

Lessons from the Credit Crisis: Governing Financial Institutions

23 Dec 2013
News

Just How Independent are ‘Independent’ Directors?

May 2002 (Revised October 2002)
Background Note

Incentive Strategy II: Executive Compensation and Ownership Structure

By: Brian J. Hall

This case analyzes incentive strategy from the perspective of a company's board of directors and owners. The focus is the role that executive compensation and ownership structure (the composition of, and financial structure between, a company's owners) play in... View Details

Keywords: Governing and Advisory Boards; Executive Compensation; Ownership; Behavior; Motivation and Incentives; Perspective; Strategy; Value Creation