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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 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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  • 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
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  • November 1990 (Revised June 1993)
  • Case

FMC Corp.: A Recapitalization

By: William J. Bruns Jr. and Julie H. Hertenstein
A proposed recapitalization will use new debt to pay a large dividend to some shareholders in return for a reduction of their voting power. The result will be a highly leveraged financial structure and negative owners' equity. Students can trace the effects of proposed... View Details
Keywords: Financial Statements; Financial Strategy; Asset Management; Financial Management; Business Conglomerates; Borrowing and Debt; Business and Shareholder Relations; Capital Structure; Equity; Private Equity; Chemical Industry
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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
  • 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
  • June 2021 (Revised November 2021)
  • Case

Asian Corporate Governance Association: Stemming a 'Race to the Bottom' by Stock Exchanges?

By: Charles C.Y. Wang and Billy Chan
This case describes the movement towards dual-class listings on Asian stock exchanges and the efforts of the Asian Corporate Governance Association (ACGA), a not-for-profit shareholder advocacy group, to discourage this trend. As a not-for-profit organization with no... View Details
Keywords: Corporate Governance; Governance Controls; Nonprofit Organizations; Stocks; Financial Markets; Financial Services Industry; Hong Kong; China; Asia
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  • Research Summary

Overview

By: Rob Markey
Most companies' leaders declare their commitment to delivering value to customers. Many have adopted language such as "customer-centric" or "customer-obsessed." Companies that consistently earn top marks for customer loyalty in their industry deliver total shareholder... View Details
Keywords: Customer Base Analysis; Customer Lifetime Value; Customer Experience; Customer Loyalty; Service Profit Chain; Management Accounting; Project Evaluation And Resource Allocation; Customer Value and Value Chain; Customer Satisfaction; Valuation; Customer Focus and Relationships
  • 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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  • 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
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  • May 2024
  • Case

Shell's Balancing Act: Resource Allocation and the Green Transition

By: David Collis and Haisley Wert
In mid-2023, amid pressure from climate change activists, shareholder activists, and confronting enormous uncertainty about the future demand for and price of fossil fuels, new Shell CEO Wael Sawan (Harvard MBA 2003) announced a change in strategy for the U.K. oil... View Details
Keywords: Portfolio Analysis; Climate; Oil; Oil And Gas; Oil Companies; Renewables; Petroleum; Investor Demand; Investors; Corporate Strategy; Resource Allocation; Climate Change; Corporate Social Responsibility and Impact; Organizational Change and Adaptation; Organizational Culture; Business and Stakeholder Relations; Business and Shareholder Relations; Energy Industry; United Kingdom
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  • March 2009
  • Background Note

Evaluating M&A Deals: Floors, Caps, and Collars

By: Carliss Y. Baldwin
As equity consideration has become more popular in acquisitions, so has the use of the "pricing-protection" mechanisms, such as floors, caps, and collars. These contractual devices provide insurance to the shareholders of the target and may protect the buyer as well.... View Details
Keywords: Mergers and Acquisitions; Equity; Price; Contracts; Business and Shareholder Relations
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  • December 2017 (Revised June 2021)
  • Case

Tesla's Bid for SolarCity

By: Charles C.Y. Wang and Raaj Zutshi
In October 2016, Tesla asked its shareholders to ratify their $2.4 billion bid for SolarCity. Tesla had announced a series of large projects in the preceding months including the unveiling of the Model 3, the new Solar Roof, and pushing forward the opening of the... View Details
Keywords: Mergers and Acquisitions; Business and Shareholder Relations; Project Finance
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  • October 2011
  • Case

Strategy and Governance at Yahoo! Inc.

By: Krishna G. Palepu, Suraj Srinivasan, David Lane and Ian McKown Cornell
Yahoo! faces a number of governance and strategic challenges in late 2011 as it tries to compete with rivals such as Google and find ways to monetize its shareholding and business links with Alibaba Group in China and Yahoo! Japan. The company is now valued at almost... View Details
Keywords: Competitive Strategy; Corporate Governance; Web Services Industry
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  • 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
  • September 2001
  • Technical Note

Technical Note on Consideration: Floors, Caps, and Collars

By: Carliss Y. Baldwin
As equity-linked consideration has become more popular in acquisition and alliances, so has the use of the "price-protection" mechanisms, known variously as floors, caps, and collars. In general, these are contractual agreements that provide insurance to the... View Details
Keywords: Risk and Uncertainty; Price; Acquisition
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  • April 1982 (Revised June 1985)
  • Case

Westinghouse Electric Corp.: Quality of Earnings Analysis

Westinghouse had just issued its annual report to shareholders for the year ending December 31, 1973. The report indicates that sales have increased to a record $5.7 billion but that net income is down almost 20% from its record level of $199 million in the previous... View Details
Keywords: Business Earnings; Financial Reporting; Corporate Finance; Electronics Industry
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  • August 2015 (Revised June 2021)
  • Case

Amazon.com, 2021

By: John R. Wells, Benjamin Weinstock, Gabriel Ellsworth and Galen Danskin
In February 2021, Amazon announced 2020 operating profits of $22,899 million, up from $2,233 million in 2015, on sales of $386 billion, up from $107 billion five years earlier (see Exhibit 1). The shareholders expressed their satisfaction (see Exhibit 2), but not all... View Details
Keywords: Strategic Analysis; Retail; E-commerce; Amazon; Internet; Amazon.com; AmazonFresh; Jeff Bezos; Cloud Computing; Marketplaces; Streaming; E-reader Market; Digital Media; Mobile App; Online Retail; Shipping; Database; Tablet; Kindle; Kindle Fire; Smartphone; Delivery; Digital Platforms; Competition; Internet and the Web; Corporate Strategy; Digital Marketing; Business Growth and Maturation; Business Model; Business Organization; For-Profit Firms; Film Entertainment; Games, Gaming, and Gambling; Music Entertainment; Television Entertainment; Profit; Revenue; Global Strategy; Multinational Firms and Management; Taxation; Business History; Human Resources; Resignation and Termination; Books; Human Capital; Working Conditions; Business or Company Management; Goals and Objectives; Growth and Development Strategy; Growth Management; Management Practices and Processes; Industry Growth; Industry Structures; Media; Distribution; Distribution Channels; Order Taking and Fulfillment; Infrastructure; Logistics; Product Development; Supply Chain; Supply Chain Management; Organizational Culture; Public Ownership; Work-Life Balance; Problems and Challenges; Labor and Management Relations; Strategy; Adaptation; Business Strategy; Competitive Strategy; Diversification; Expansion; Integration; Horizontal Integration; Vertical Integration; Information Infrastructure; Information Technology; Mobile and Wireless Technology; Price; Applications and Software; Marketing; Marketing Strategy; Working Capital; Customer Focus and Relationships; Customer Value and Value Chain; Retail Industry; Advertising Industry; Distribution Industry; Electronics Industry; Entertainment and Recreation Industry; Information Technology Industry; Manufacturing Industry; Motion Pictures and Video Industry; Music Industry; Publishing Industry; Shipping Industry; Technology Industry; Video Game Industry; Web Services Industry; United States; Washington (state, US); Seattle
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  • April 2019 (Revised December 2021)
  • Case

Sears: The Demise of an American Icon

By: Kristin Mugford and Sarah L. Abbott
In 2019, ESL Investments’ $5.2 billion offer to purchase Sears Holdings out of Chapter 11 bankruptcy, was accepted, despite opposition from the company's unsecured creditors and other parties. ESL, which was led by Eddie Lampert, had acquired a stake in Sears following... View Details
Keywords: Bankruptcy; Reorganization; Bonds; Restructuring; Business Divisions; Transformation; Fairness; Borrowing and Debt; Credit; Insolvency and Bankruptcy; Corporate Governance; Motivation and Incentives; Retail Industry; United States
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  • November 2018 (Revised July 2023)
  • Case

The Weir Group: Reforming Executive Pay (A)

By: Lynn S. Paine and Federica Gabrieli
In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the... View Details
Keywords: General Management; Board Of Directors; Executive Committees; Human Resource Management; Compensation; Pay For Performance; Incentives; Bonuses; Incentive Programs; Employee Stock Ownership Plans; Performance Measurement; Corporate Governance; Governing and Advisory Boards; Human Resources; Management; Executive Compensation; Change; Performance Evaluation; Employee Stock Ownership Plan; Europe; United Kingdom; Scotland
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