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2016
Working Paper

Through the Grapevine: Network Effects on the Design of Executive Compensation Contracts

By: Susanna Gallani

Effective design of executive compensation contracts involves choosing and weighting performance measures, as well as defining the mix between fixed and incentive-based pay components, with a view to fostering talent retention and goal congruence. The variability in... View Details

Keywords: Compensation Design; Board Interlocks; Compensation Consultants; Network Centrality; Homophily; Quadratic Assignment Procedure; Blockholders; Executive Compensation

March 2018
Supplement

China Vanke: Battle for Control (B)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

February 2018 (Revised October 2024)
Case

Hikma Pharmaceuticals Governance Journey

By: Lynn Paine, Suraj Srinivasan and Gamze Yucaoglu

The case opens with Said Darwazah, chairman and CEO of Hikma Pharmaceuticals, the multinational generics company, anticipating the company’s 2017 AGM and reflecting on changes made over the previous year to address concerns expressed by proxy advisors and some... View Details

Keywords: Boards Of Directors; Pharmaceuticals; Remuneration; Shareholder Engagement; Corporate Governance; Governing and Advisory Boards; Business and Shareholder Relations; Executive Compensation; Business Growth and Maturation; Emerging Markets; Private Sector; For-Profit Firms; Pharmaceutical Industry; Jordan

January 2014 (Revised September 2015)
Case

Mittal Steel's Pursuit of Arcelor (A)

By: Paul M. Healy and Penelope Rossano

Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details

Keywords: Fiduciary Duty; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Strategy; Negotiation; Mergers and Acquisitions; Corporate Governance; Cross-Cultural and Cross-Border Issues; Steel Industry; Canada; United Kingdom; Russia; India

April 2010
Article

Executive Pay and 'Independent' Compensation Consultants

By: K. J. Murphy and Tatiana Sandino

Executive compensation consultants face potential conflicts of interest that can lead to higher recommended levels of CEO pay, including the desires to "cross-sell" services and to secure "repeat business." We find evidence in both the US and Canada that CEO pay is... View Details

Keywords: Compensation Consultants; Conflicts Of Interest; CEO Pay; Board Of Directors; Director Pay; Disclosure; Conflict of Interests; Governing and Advisory Boards; Corporate Disclosure; Executive Compensation; Corporate Governance; Consulting Industry; Canada; United States

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September–October 2020
Article

Social-Impact Efforts That Create Real Value

By: George Serafeim

Until the mid-2010s few investors paid attention to environmental, social, and governance (ESG) data—information about companies’ carbon footprints, labor policies, board makeup, and so forth. Today the data is widely used by investors. How can organizations create... View Details

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February 2013
Case

Diamond Foods, Inc.

By: Suraj Srinivasan and Tim Gray

The Diamonds Foods, Inc. case describes the major accounting blow up at the company in late 2011 that was triggered by a report by Off Wall Street, a prominent short selling research firm. Diamond Foods, a high flying growth company in 2011, grew from a walnut farmers'... View Details

September 2018 (Revised November 2018)
Case

From Beirut With Love (A)

By: Christina R. Wing, Esel Y. Cekin and Samer Al-Rachedy

This case describes how Robert Fadel, CEO and chairman of ABC, one of Lebanon’s leading retail and real estate groups, professionalized the family business. Robert was the second son of the company’s founder, Maurice Fadel, who had run it single-handedly. Concerned... View Details

November 2022
Case

GE: A New Way Forward?

By: David J. Collis and Haisley Wert

One of the most iconic American companies, General Electric (GE) was founded in 1892 in New York state. Named among the original dozen companies on the Dow Jones index in 1896, it was the list’s most tenacious holdout, maintaining its “blue chip” stock status for over... View Details

Keywords: Strategy; GE; Conglomerate; Conglomerates; Corporate Strategy; Management; History; Leadership; Problems and Challenges; Change Management; Transformation; Strategic Planning; Value Creation; New York (state, US)

July 2015 (Revised March 2021)
Case

Proxy Contest at DuPont

By: Jay W. Lorsch and Emily McTague

On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three... View Details

Keywords: Board Of Directors; Hedge Fund; Activist Investing; Activist Investors; Proxy Fight; Corporate Governance; Governing and Advisory Boards; Investment Activism; Chemical Industry; United States

September 2014 (Revised February 2017)
Case

Turkcell

By: Felix Oberholzer-Gee, Charles C.Y. Wang and Esel Cekin

This case centers around the shareholder dispute between three major shareholders of Turkcell, and how its management vied against increasing regulatory intervention and market competition in the absence of a fully-functioning board. The battle for control of the... View Details

Keywords: Financial Performance; Regulatory Environment; Telecommunications; Marketing; Value Added; Pricing; Shareholder; Boards Of Directors; Governing and Advisory Boards; Corporate Governance; Conflict and Resolution; Business and Shareholder Relations; Telecommunications Industry; Turkey

March 2018 (Revised January 2021)
Case

China Vanke: Battle for Control (A)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

January 2014 (Revised October 2014)
Supplement

Mittal Steel's Pursuit of Arcelor (B)

By: Paul M. Healy and Penelope Rossano

Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details

Keywords: Strategy; Fiduciary Duty; Negotiation; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Valuation; Mergers and Acquisitions; Corporate Governance; Economics; Steel Industry; Canada; United Kingdom; India

January 2014 (Revised January 2014)
Case

Showdown at Cracker Barrel

By: Suraj Srinivasan and Tim Gray

In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a... View Details

2001
Chapter

Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default

By: S. C. Gilson

Keywords: Insolvency and Bankruptcy; Organizational Change and Adaptation; Ownership; Governing and Advisory Boards; Banks and Banking; Banking Industry

1992
Chapter

Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default

By: S. C. Gilson

Keywords: Insolvency and Bankruptcy; Organizational Change and Adaptation; Ownership; Governing and Advisory Boards; Banks and Banking; Banking Industry

March 2023
Teaching Note

Sustainability Reporting at Dollar Tree, Inc.

By: Suraj Srinivasan and Li-Kuan Ni

Teaching Note for HBS Case No. 122-044. The case discusses the ESG strategy of Dollar Tree Inc., a U.S. Fortune 500 company in the deep discount retail industry and the shareholder pressure faced by the company. In 2022, the company faced a shareholder resolution from... View Details

Keywords: ESG; Sustainability; Shareholder Activism; Dollar Tree; Sustainability Reporting; ESG Reporting; Board Of Directors; Shareholder Engagement; GHG; Environmental Accounting; Integrated Corporate Reporting; Trends; Communication; Announcements; Voting; Environmental Management; Climate Change; Environmental Sustainability; Values and Beliefs; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing Rules, Regulations, and Reforms; Policy; Reports; Business or Company Management; Risk Management; Corporate Social Responsibility and Impact; Outcome or Result; Strategic Planning; Business and Stakeholder Relations; Situation or Environment; Opportunities; Civil Society or Community; Social Issues; Public Opinion; Strategy; Adaptation; Alignment; Business Strategy; Corporate Strategy; Value Creation; Retail Industry; United States; Virginia

November 2015 (Revised October 2017)
Case

Dollar General Bids for Family Dollar

By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane

In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over... View Details

Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry; United States

September 2021
Case

Vignettes on Professional Service Firm Governance

By: David G. Fubini, Suraj Srinivasan and Li-Kuan Ni

The two vignettes within “Vignettes on Professional Service Firm Governance” (HBS No. 122-024) present various issues relating to governance in professional service firms (“PSFs”). In the first, the Managing Director of a U.S. consulting firm contemplates whether to... View Details

03 Jul 2014
News

How to Hire a CEO You Won't Want to Fire

Keywords: CEO succession; corporate governance

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