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    • All HBS Web  (1,702)
      • Faculty Publications  (499)

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      • Article

      Agency Costs, Mispricing, and Ownership Structure

      By: Sergey Chernenko, C. Fritz Foley and Robin Greenwood
      Standard theories of corporate ownership assume that because markets are efficient, insiders ultimately bear all agency costs that they create and therefore have a strong incentive to minimize conflicts of interest with outside investors. We argue that if equity is... View Details
      Keywords: Business and Shareholder Relations; Ownership; Conflict of Interests; Investment; Valuation
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      Chernenko, Sergey, C. Fritz Foley, and Robin Greenwood. "Agency Costs, Mispricing, and Ownership Structure." Financial Management 41, no. 4 (Winter 2012): 885–914.
      • December 2012
      • Article

      Shareholder's Value?: Reassessing Investors' Functions

      By: Jay W. Lorsch and Justin Fox
      This article examines the three functions shareholders are supposed to provide: money, information, and discipline. View Details
      Keywords: Shareholders; Investors; Business and Shareholder Relations
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      Lorsch, Jay W., and Justin Fox. "Shareholder's Value? Reassessing Investors' Functions." HBS Alumni Bulletin 88, no. 4 (December 2012): 22.
      • November 2012
      • Teaching Note

      Brink's Company: Activists Push for a Spin-off (TN)

      By: Suraj Srinivasan
      The case this Teaching Note addresses studies the decision of the security services company Brink's Corporation to spin off its home security division from the rest of the company. The decision followed intense pressure on the company by three activist hedge funds that... View Details
      Keywords: Activist Investors; Spin-off; Leveraged Recapitalization; Debt; Hedge Funds; Conglomerates; Valuation; Restructuring; Accounting; Business Strategy; Investment Activism; Service Industry
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      Srinivasan, Suraj. "Brink's Company: Activists Push for a Spin-off (TN)." Harvard Business School Teaching Note 113-053, November 2012.
      • October 2012
      • Case

      Hill Country Snack Foods Co.

      By: W. Carl Kester and Craig Stephenson
      Hill Country Snack Foods, located in Austin, Texas, manufactures, markets, and distributes snack foods and frozen treats. The CEO is passionate about maximizing shareholder value and believes in keeping tight control over costs and operating the business as efficiently... View Details
      Keywords: United States; Financial Strategy; Debt Management; Retail Trade; Risk Management; Food; Capital Structure; Corporate Finance; Retail Industry; Food and Beverage Industry; Texas
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      Kester, W. Carl, and Craig Stephenson. "Hill Country Snack Foods Co." Harvard Business School Brief Case 913-517, October 2012.
      • October 2012
      • Article

      The Effect of Reference Point Prices on Mergers and Acquisitions

      By: Malcolm Baker, Xin Pan and Jeffrey Wurgler
      Prior stock price peaks of targets affect several aspects of merger and acquisition activity. Offer prices are biased toward recent peak prices although they are economically unremarkable. An offer's probability of acceptance jumps discontinuously when it exceeds a... View Details
      Keywords: Mergers and Acquisitions; Stocks; Price; Valuation; Negotiation
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      Baker, Malcolm, Xin Pan, and Jeffrey Wurgler. "The Effect of Reference Point Prices on Mergers and Acquisitions." Journal of Financial Economics 106, no. 1 (October 2012): 49–71.
      • July 2012
      • Case

      Barclays Capital and the Sale of Del Monte Foods

      By: John Coates, Clayton Rose and David Lane
      This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary... View Details
      Keywords: Client Management; Fiduciary Duty; Mergers & Acquisitions; Investment Banking; Private Equity; Ethics; Finance; Reputation; Banking Industry; United States
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      Coates, John, Clayton Rose, and David Lane. "Barclays Capital and the Sale of Del Monte Foods." Harvard Business School Case 313-036, July 2012.
      • July 2012
      • Case

      El Paso's Sale to Kinder Morgan

      By: John Coates, Clayton Rose and David Lane
      On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs... View Details
      Keywords: El Paso; Kinder Morgan; Goldman Sachs; Leo Strine; Conflicts Of Interest; Corporate Governance; Relationships; Lawsuits and Litigation; Energy Industry; Banking Industry; United States
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      Coates, John, Clayton Rose, and David Lane. "El Paso's Sale to Kinder Morgan." Harvard Business School Case 313-021, July 2012.
      • July–August 2012
      • Article

      What Good Are Shareholders?

      By: Justin Fox and Jay W. Lorsch
      The article looks at the role outside shareholders play in corporate governance in the U.S., and the relationship between companies' shareholders and managers, as of 2012. It recounts the shift beginning in the 1970s toward shareholders claiming an increasing amount of... View Details
      Keywords: Shareholder Activism; Business and Shareholder Relations; Investment Activism; Corporate Governance; Decision Making; Managerial Roles; United States
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      Fox, Justin, and Jay W. Lorsch. "What Good Are Shareholders?" R1207B. Harvard Business Review 90, nos. 7-8 (July–August 2012): 49–57.
      • June 2012
      • Article

      Short Termism: Don't Blame the Investors

      By: Francois Brochet, George Serafeim and Maria Loumioti
      The article presents research on executives and corporation investor relations. A study is conducted of the language used by executives in conference calls discussing earnings with investors and financial analysts. A correlation was found between the use of language... View Details
      Keywords: Financial Management; Business Earnings; Managerial Roles; Investment; Agency Theory; Communication Strategy; Business and Shareholder Relations
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      Brochet, Francois, George Serafeim, and Maria Loumioti. "Short Termism: Don't Blame the Investors." Harvard Business Review 90, no. 6 (June 2012).
      • May 2012
      • Article

      Global, Local, and Contagious Investor Sentiment

      By: Malcolm Baker, Jeffrey Wurgler and Yu Yuan
      We construct investor sentiment indices for six major stock markets and decompose them into one global and six local indices. In a validation test, we find that relative sentiment is correlated with the relative prices of dual-listed companies. Global sentiment is a... View Details
      Keywords: Business and Shareholder Relations; Globalization; Stocks; Markets; Capital; Financial Services Industry
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      Baker, Malcolm, Jeffrey Wurgler, and Yu Yuan. "Global, Local, and Contagious Investor Sentiment." Journal of Financial Economics 104, no. 2 (May 2012): 272–287.
      • April 2012 (Revised May 2012)
      • Case

      Merck: Operating Science-Based Business

      By: Ananth Raman, Inga Maurer and William Schmidt
      Merck is known for its commitment to investing in basic R&D. Are Merck's long-term investments justifiable when the firm faces extreme earnings pressure? View Details
      Keywords: Science-Based Business; Management; Research and Development; Business and Shareholder Relations; Operations; Pharmaceutical Industry; United States
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      Raman, Ananth, Inga Maurer, and William Schmidt. "Merck: Operating Science-Based Business." Harvard Business School Case 612-082, April 2012. (Revised May 2012.)
      • 2012
      • Working Paper

      How Short-Termism Invites Corruption—And What to Do About It

      By: Malcolm S. Salter

      Researchers and business leaders have long decried short-termism: the excessive focus of executives of publicly traded companies-along with fund managers and other investors-on short-term results. The central concern is that short-termism discourages long-term... View Details

      Keywords: Business and Shareholder Relations; Public Ownership; Performance Expectations; Economy; Crime and Corruption; Ethics; Trust; Financial Services Industry; United States
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      Salter, Malcolm S. "How Short-Termism Invites Corruption—And What to Do About It." Harvard Business School Working Paper, No. 12-094, April 2012.
      • February 2012
      • Article

      Management Practices across Firms and Countries

      By: Nicholas Bloom, Christos Genakos, Raffaella Sadun and John Van Reenen
      For the last decade we have been using double-blind survey techniques and randomized sampling to construct management data on over 10,000 organizations across 20 countries. On average, we find that in manufacturing American, Japanese, and German firms are the best... View Details
      Keywords: Management Practices and Processes; Competency and Skills; Governing Rules, Regulations, and Reforms; Organizations; Developing Countries and Economies; Economic Sectors; Performance; Business and Shareholder Relations; Private Equity; Multinational Firms and Management; United States; Germany; Japan; China; India
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      Bloom, Nicholas, Christos Genakos, Raffaella Sadun, and John Van Reenen. "Management Practices across Firms and Countries." Academy of Management Perspectives 26, no. 1 (February 2012): 12–33.
      • 2012
      • Working Paper

      Earnings Management from the Bottom Up: An Analysis of Managerial Incentives Below the CEO

      By: Felix Oberholzer-Gee and Julie Wulf
      Performance-based pay is an important instrument to align the interests of managers with the interests of shareholders. However, recent evidence suggests that high-powered incentives also provide managers with incentives to manipulate the firm's reported earnings. The... View Details
      Keywords: Compensation and Benefits; Interests; Business and Shareholder Relations; Motivation and Incentives; Earnings Management; Performance Evaluation; Stock Options
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      Oberholzer-Gee, Felix, and Julie Wulf. "Earnings Management from the Bottom Up: An Analysis of Managerial Incentives Below the CEO ." Harvard Business School Working Paper, No. 12-056, January 2012. (Revised August 2012.)
      • December 2011 (Revised May 2015)
      • Case

      Aviva Investors

      By: George Serafeim
      The Aviva Investors case describes the challenge of integrating sustainability considerations into the strategy and business practices of companies and into the decision making process of the investment community. Steve Waygood, Chief Responsible Investment Officer at... View Details
      Keywords: Investing; Investment Management; Shareholder Activism; Disclosure; Stock Exchanges; Sustainability; Sustainable Development; Sustainability Reporting; ESG; ESG (Environmental, Social, Governance) Performance; Social Impact; Activism; Investment; Management; Business and Shareholder Relations; Environmental Sustainability; United Kingdom
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      Serafeim, George, Robert G. Eccles, and Kyle Armbrester. "Aviva Investors." Harvard Business School Case 112-047, December 2011. (Revised May 2015.)
      • December 2011
      • Article

      CEO and Board Chair Roles: To Split or Not to Split?

      By: Aiyesha Dey, Ellen Engel and Xiaohui Liu
      We examine the performance and compensation implications of firms' decisions to combine the roles of CEO and board chairman (duality). We document that firms that split the CEO and chairman positions due to investor pressure have significantly lower announcement... View Details
      Keywords: CEO Duality; Board Chairman; Firm Performance; Pay-performance Sensitivity; Corporate Governance; Governing and Advisory Boards; Leadership; Performance Efficiency
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      Dey, Aiyesha, Ellen Engel, and Xiaohui Liu. "CEO and Board Chair Roles: To Split or Not to Split?" Journal of Corporate Finance 17, no. 5 (December 2011): 1595–1618.
      • 2011
      • Working Paper

      From Single Deals to Negotiation Campaigns

      By: David A Lax and James K. Sebenius
      Negotiation scholars typically take the individual deal, or a few linked deals, as the unit of analysis. While analyzing one deal requires a familiar conceptual framework, doing the same for a broader "negotiation campaign" calls for a different focus and set of... View Details
      Keywords: Negotiation Deal; Framework; Business Subsidiaries; Agreements and Arrangements; Mergers and Acquisitions; Information Management; Finance; Business and Shareholder Relations; Corporate Governance; Business and Government Relations; Governing Rules, Regulations, and Reforms; Cross-Cultural and Cross-Border Issues
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      Lax, David A., and James K. Sebenius. "From Single Deals to Negotiation Campaigns." Harvard Business School Working Paper, No. 12-046, December 2011.
      • November 29, 2011
      • Article

      The Role of The Board in Creating a Sustainable Strategy

      By: Robert G. Eccles, Ioannis Ioannou and George Serafeim
      While conceptually elegant, the belief that a corporation's role is to maximize value for shareholders is under increasing challenge as society's expectations for companies change. An equally elegant new concept that takes account of these dual pressures has yet to... View Details
      Keywords: Value Creation; Business and Stakeholder Relations; Corporate Strategy; Business and Shareholder Relations; Corporate Social Responsibility and Impact; Performance Expectations; Governing and Advisory Boards; Management Practices and Processes; Decisions; Risk and Uncertainty; Cost vs Benefits; Information
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      Eccles, Robert G., Ioannis Ioannou, and George Serafeim. "The Role of The Board in Creating a Sustainable Strategy." TrustLaw (November 29, 2011).
      • November 2011 (Revised September 2012)
      • Case

      Underwater Engineer at Intel Corporation

      By: E. Scott Mayfield
      Molly Miller, an Intel employee and shareholder, must decide whether to vote FOR or AGAINST Intel's proposed 2009 option exchange program. Given recent declines in Intel's stock price, more than 99% of Intel's outstanding employee stock options are "underwater," and... View Details
      Keywords: Stock Options; Employee Stock Ownership Plan; Semiconductor Industry
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      Mayfield, E. Scott. "Underwater Engineer at Intel Corporation." Harvard Business School Case 212-047, November 2011. (Revised September 2012.)
      • November 2011 (Revised May 2012)
      • Case

      SecondMarket—Providing Liquidity for Shareholders of Privately Held iContact

      By: William A. Sahlman, Ramana Nanda and James McQuade
      In 2011, SecondMarket was an online platform that facilitated secondary transactions of illiquid assets, including private company stock. This case explores reasons for the decline in small-cap IPOs in the United States from the 1990s to the 2000s and how the emergence... View Details
      Keywords: Business and Shareholder Relations
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      Sahlman, William A., Ramana Nanda, and James McQuade. "SecondMarket—Providing Liquidity for Shareholders of Privately Held iContact." Harvard Business School Case 812-072, November 2011. (Revised May 2012.)
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