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  • May 2020
  • Article

The Creation and Evolution of Entrepreneurial Public Markets

By: Shai Bernstein, Abhishek Dev and Josh Lerner
This paper explores the creation and evolution of new stock exchanges around the world geared towards entrepreneurial companies, known as second-tier exchanges. Using hand-collected novel data, we document the proliferation of these new stock exchanges that were... View Details
Keywords: Stock Exchanges; Entrepreneurship; Finance; Initial Public Offering; Capital; Entrepreneurial Finance
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  • January 1999
  • Article

An Analysis of Value Destruction and Recovery in the Alliance and Proposed Merger of Volvo and Renault

By: Robert Bruner
Volvo's attempt to merge with Renault in 1993 temporarily destroyed SEK 8.6 billion (US$ 1.1 billion) in Volvo shareholder wealth. This study traces the destruction to hubris, managerialism, and the escalation of commitment—elements suggested in previous research. In... View Details
Keywords: Mergers ＆ Acquisitions; Institutional Investors; Alliances; Privatization; Mergers and Acquisitions; Institutional Investing; Auto Industry
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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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  • 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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  • 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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  • 2011
  • Working Paper

Leviathan as a Minority Shareholder: A Study of Equity Purchases by the Brazilian National Development Bank (BNDES), 1995-2003

By: Sergio G. Lazzarini and Aldo Musacchio
There is a growing literature comparing the performance of private vs. state-owned companies. Yet, there is little work examining the effects of having the government as a minority shareholder of private companies. We conduct such a study using data for 296 publicly... View Details
Keywords: Investment; Ownership Stake; State Ownership; Private Ownership; Performance Evaluation; Business and Government Relations; Business and Shareholder Relations; Banking Industry; Brazil
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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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  • 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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  • September 2015
  • Case

Eco7: Launching a New Motor Oil

By: John Quelch and Sunru Yong
Aaron Jonnerson, vice president of marketing at the automotive division of Avellin, must make marketing mix decisions for the launch of Eco7, a new environmentally-friendly motor oil. The company's performance has been mediocre, shareholder pressure is increasing, and... View Details
Keywords: Distribution Channels; Environmental Sustainability; Product Launch; Transportation; Energy Sources; Auto Industry
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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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  • 21 Feb 2008
  • Working Paper Summaries

Do Legal Origins Have Persistent Effects Over Time? A Look at Law and Finance around the World c. 1900

Keywords: by Aldo Musacchio; Legal Services
  • August 2002 (Revised May 2003)
  • Case

New Wachovia (B), The

By: Carliss Y. Baldwin and Jeremy Swinson
On August 3, 2001, after a hotly contested proxy fight, Wachovia Corp.'s shareholders voted to merge with First Union Corp. The managers of the two banks then turned to face the challenges of integrating the two organizations. Their task was to implement a "merger of... View Details
Keywords: Integration; Mergers and Acquisitions; Problems and Challenges; Banks and Banking; Banking Industry; North Carolina
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  • January 2017
  • Supplement

T. Rowe Price and the Dell Inc. MBO (B)

By: Lena G. Goldberg
After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders... View Details
Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware
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  • June 2009
  • Case

Executive Remuneration at Royal Dutch Shell (A)

By: Jay W. Lorsch and Kaitlyn Simpson
The remuneration committee at Shell decided to exercise their discretionary power to award five top executives a bonus for 2008, even though they had not met the necessary performance measures under the compensation plan. Proxy advisors RiskMetrics and the British... View Details
Keywords: Corporate Governance; Governance Controls; Executive Compensation; Performance Evaluation; Business and Shareholder Relations; Energy Industry
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  • November 2009
  • Article

Responding to Public and Private Politics: Corporate Disclosure of Climate Change Strategies

By: Erin Marie Reid and Michael W. Toffel
The challenges associated with climate change will require governments, citizens, and firms to work collaboratively to reduce greenhouse gas emissions, a task that requires information on companies' emissions levels, risks, and reduction opportunities. This paper... View Details
Keywords: Climate Change; Problems and Challenges; Pollutants; Risk and Uncertainty; Business and Shareholder Relations; Management Practices and Processes; Social Issues; Corporate Disclosure; Values and Beliefs; Governing Rules, Regulations, and Reforms; Government and Politics
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  • September 2018
  • Supplement

From Beirut With Love (B): The Last Judgment

By: Christina R. Wing, Esel Y. Cekin and Samer Al-Rachedy
Keywords: Family Business; Family Conflicts; Sibling Rivalry; Second-generation; Foundation; Trust; Governance; Work-life Balance; Leadership; Leading Change; Transformation; Succession Planning; Management; Organizational Structure; Corporate Culture; Shareholder; Board Of Directors; Retail; Real Estate; Shopping Mall; Department Store; Growth; Lebanon; Middle East; Non-executive Chairman; Sustainability
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  • December 1998 (Revised November 2005)
  • Background Note

Contribution to Capital

By: Henry B. Reiling and Mark Pollard
Distinguishes and explains the basic rules associated with two types of contributions to capital: (1) transfers of property by a government to a company to entice it to take some action such as relocate a plant, and (2) transfers of property to a corporation by... View Details
Keywords: Capital; Property; Taxation; Public Administration Industry; United States
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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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