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May 2016 (Revised September 2017)
Case

Canadian Pacific's Bid for Norfolk Southern

By: Benjamin C. Esty and E. Scott Mayfield

In December 2015, Canadian Pacific Railroad (CPR) has just made its third bid to acquire Norfolk Southern Corporation (NSC), one of the largest railroads in the United States. Having rejected the prior offers, NSC’s CEO James Squires and the NSC board must now value... View Details

Keywords: Capital Structure; Cash Flow; Cost of Capital; Financial Strategy; Investment Activism; Bids and Bidding; Negotiation Offer; Corporate Strategy; Rail Transportation; Mergers and Acquisitions; Transformation; United States; Canada

2024
Chapter

Managing for Organisational Integrity: My Take After Three Decades

By: Lynn S. Paine

This chapter revisits core ideas from my 1994 article “Managing for Organizational Integrity” and explores a critical issue not discussed in the article: the role of corporate boards. In the chapter, I first re-examine the article’s ideas about the origins of... View Details

Keywords: Governing and Advisory Boards; Ethics; Corporate Governance

2011
Other Unpublished Work

Pioneers in Finance: An Interview with Michael C. Jensen - Part 1

By: Michael C. Jensen and Ralph A. Walkling

This interview is first of a two-part series in which Professor Ralph Walkling, the Stratakis Chair in Corporate Governance and Executive Director of the Center for Corporate Governance at Drexel University, interviews Professor Michael C. Jensen, Jesse Isidor Straus... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Research; Financial Crisis; Compensation and Benefits; Agency Theory

March 1991 (Revised October 1991)
Case

CEO Evaluation at Dayton Hudson

By: Jay W. Lorsch

Describes the Dayton Hudson CEO evaluation process, one of the most intensive in corporate America today. The board of directors' role in the evaluation is examined, as is the question of whether the Dayton Hudson CEO evaluation process should serve as a model for... View Details

Keywords: Performance Evaluation; Governing and Advisory Boards; Management Succession; Management Teams

October 2012 (Revised July 2013)
Case

Olympus (A)

By: Jay W. Lorsch, Suraj Srinivasan and Kathleen Durante

As 2012 approached, the woes of the financial crisis seemed to be fading, companies were resuming business as usual, and some of the scrutiny on corporate governance practices began to recede as well. That is until another major financial scandal emerged in Japan in... View Details

Keywords: Accounting; Corporate Governance; Electronics Industry; Health Industry; Japan

December 1998 (Revised May 2003)
Case

Vivendi (A): Revitalizing a French Conglomerate

By: Cynthia A. Montgomery and John M. Turner

Examines corporate strategy for a diversified firm in the French business context. Issues include corporate governance, vision, and the management of unrelated diversification. After the company's first loss ever, the Vivendi board elected a new chairman who completed... View Details

Keywords: Business Conglomerates; Technological Innovation; Business or Company Management; Goals and Objectives; Growth and Development Strategy; Competitive Strategy; Corporate Strategy; Diversification; Media and Broadcasting Industry; Telecommunications Industry; France

07 Jul 2008
Research & Ideas

Innovation Corrupted: How Managers Can Avoid Another Enron

or fail to analyze the utter breakdown in board governance and Enron's internal controls, and the failure of credit rating agencies to blow the whistle," he says. "They also overlook the collusion of investment banks in... View Details

Keywords: by Martha Lagace; Energy; Utilities

29 Jul 2011
Working Paper Summaries

Who Is Governing Whom? Senior Managers, Governance and the Structure of Generosity in Large U.S. Firms

Keywords: by Christopher Marquis & Matthew Lee

October 2020 (Revised November 2020)
Case

Wilderness Safaris: Impact Investing and Ecotourism Conservation in Africa

By: James E. Austin, Megan Epler Wood and Herman B. "Dutch" Leonard

In 2018 the majority ownership of publicly owned Wilderness Safaris, the leading high-end ecotourism company in Africa with safari operations in eight countries, was acquired by The Rise Fund, one of the world’s largest private social impact investing funds, and by FS... View Details

August 2017 (Revised April 2024)
Case

Ardian: Portfolio Company Governance

By: Lynn S. Paine, Emer Moloney and Tonia Labruyere

Leaders of the mid-cap buyout group at Ardian, the Paris-based private equity firm led by Dominique Senequier, have been asked to review and assess the governance model the firm uses for majority-owned companies in its portfolio. The case describes the governance model... View Details

Keywords: Corporate Governance; Strategy; Decision Making; Private Equity

March 2009 (Revised December 2009)
Case

Relational Investors and Home Depot (A)

By: Jay W. Lorsch and Kaitlyn Simpson

In 2006, amidst shareholder upset over CEO Robert Nardelli's compensation and Home Depot's declining stock price, Relational Investors decided to further investigate the situation. As experts in turning around underperforming and undervalued companies, Relational's... View Details

Keywords: Restructuring; Financial Management; Investment; Corporate Governance; Governing and Advisory Boards; Organizational Change and Adaptation; Ownership Stake; Business and Shareholder Relations; Corporate Strategy

01 Oct 2001
Research & Ideas

Organizing the Family-Run Business

way to organize and provide a voice for the shareholders. Shareholder meetings I believe should be annual, brief and rather formal, focusing on the election of board members and auditors and updating View Details

December 2005 (Revised January 2007)
Case

Ben & Jerry's: Preserving Mission & Brand within Unilever

By: James E. Austin and James Quinn

In the months after Ben & Jerry's was acquired by Unilever, Ben & Jerry's head social mission faces challenges and opportunities unique in the company's history, including: how to manage employee morale; whether to include synthetic ingredients to meet consumer... View Details

Keywords: Brands and Branding; Problems and Challenges; Mergers and Acquisitions; Mission and Purpose; Social Enterprise; Management Teams; Governing and Advisory Boards; Value Creation; Corporate Governance; Employee Relationship Management; Food and Beverage Industry; Agriculture and Agribusiness Industry; Retail Industry; United States

April 2018 (Revised June 2020)
Case

Tesla's CEO Compensation Plan

By: Krishna G. Palepu and Sarah Mehta

Tesla’s board of directors proposed an unusual compensation plan for the company’s CEO Elon Musk. The plan payouts were entirely contingent on achieving very ambitious market value, sales, and EBIT targets over the next ten years. If all the targets were achieved,... View Details

Keywords: CEO Compensation; Compensation Committee; Corporate Governance; Executive Compensation; Governing and Advisory Boards; Business and Shareholder Relations; Auto Industry; United States

October 2006 (Revised January 2008)
Case

Allianz AG: Becoming a European Company

By: Jay W. Lorsch and Alexis Chernak

Focuses on the decision made by leadership at Allianz AG, the German insurance and financial services company, to complete a cross-border merger with the Italian insurance and financial services company, RAS. Allianz, however, could not complete the cross-border merger... View Details

Keywords: Mergers and Acquisitions; Business Organization; Decision Choices and Conditions; Cross-Cultural and Cross-Border Issues; Governing and Advisory Boards; Laws and Statutes; European Union; Germany; Italy

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April 2012 (Revised June 2012)
Case

HP Labs in Singapore

By: Willy Shih, Pankaj Agarwal and Christine Chi

When HP established a branch of its corporate research lab in Singapore, the government played a key role through its Economic Development Board (EDB). Chris Whitney, the lab's director, sought to generate revenue from the lab's innovations, making it financially... View Details

Keywords: Research and Development; Factories, Labs, and Plants; Development Economics; Government and Politics; Motivation and Incentives; Innovation and Invention; Revenue; Technology Industry; Singapore

October 2003 (Revised April 2005)
Case

Innovation Corrupted: The Rise and Fall of Enron

By: Malcolm S. Salter

Presents an historical overview of Enron's rise and fall and summarizes what is currently known about (1) the evolution of Enron's business model, (2) the organizational processes Enron officials relied on to drive and monitor the business, (3) emergent behavior... View Details

Keywords: Business Model; Behavior; Governing and Advisory Boards; Success; Transformation; Failure; Business Processes; Energy Industry; United States

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October 2017
Supplement

Maggie Wilderotter: The Evolution of an Executive: Video Supplement

By: Boris Groysberg, Sarah L. Abbott and Robin Abrahams

In a career that spanned over 30 years, Maggie Wilderotter served as CEO of two publicly traded companies and served on 32 corporate and nine association and non-profit boards of directors. The case looks at the progression of Wilderotter’s career; the decisions she... View Details

Keywords: Leadership; Managing People; Networks; Strategy And Leadership; Personal Development and Career; Personal Characteristics; Leadership Style; Social and Collaborative Networks; Gender; Power and Influence; Telecommunications Industry; United States

31 Oct 2017
Working Paper Summaries

Mutual Funds as Venture Capitalists? Evidence from Unicorns

Keywords: by Sergey Chernenko, Josh Lerner, and Yao Zeng; Financial Services; Banking

June 2013
Article

Dysfunction in the Boardroom: Understanding the Persistent Gender Gap at the Highest Levels

By: Boris Groysberg and Deborah Bell

The article examines the gender gap that is present in boardrooms in U.S. corporations and internationally in 2013 as more women attempt to reach executive-level positions. Countries in the European Union are attempting to institute laws regarding the minimum... View Details

Keywords: Equality and Inequality; Governing and Advisory Boards; Gender; United States; European Union

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