Publications

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June 2025
Case

Vail Resorts: Responding to Activist Pressure (A)

By: Benjamin C. Esty and Edward A. Meyer

On January 27, 2025, the head of a relatively small hedge fund named Late Apex Partners sent a highly critical letter to the board of directors of Vail Resorts, the world’s largest ski resort operator. In his letter, and the 88-slide presentation that accompanied his... View Details

Keywords: Corporate Finance; Capital Budgeting; Corporate Governance; Competitive Advantage; Competitive Strategy; Leading Change; Valuation; Investment Activism; Climate Change; Management Succession; Financial Management; Risk Management; Business and Shareholder Relations; Sports Industry; Entertainment and Recreation Industry; Travel Industry; United States; Australia; Canada

February 2014
Teaching Note

Olympus (A)

By: Jay W. Lorsch and Suraj Srinivasan

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 the... View Details

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

April 2011 (Revised December 2013)
Case

Boardroom Change in Norway

By: Jay W. Lorsch and Melissa Barton

In 2003, the Norwegian Parliament amended the Public Limited Companies Act in order to achieve greater representation of women on corporate boards. According to the amendment, all state-owned companies and public limited companies were required to have at least 40%... View Details

Keywords: Laws and Statutes; Gender; Corporate Governance; Norway

30 Aug 2004
Research & Ideas

Mapping Your Board’s Effectiveness

In the aftermath of such highly public and grossly damaging business debacles as Enron, Tyco, and WorldCom, much attention and plenty of criticism have been directed at those companies' corporate boards. Traditionally, View Details

Keywords: by Robert S. Kaplan

February 1991 (Revised June 1991)
Case

Raymond Jackson (A)

By: Jay W. Lorsch

Professor Jackson is offered a spot on the slate of directors that Harold Simmons, Lockheed's largest shareholder, has nominated for Lockheed's board to oppose the slate nominated by Lockheed in the Spring, 1990 elections. Jackson must decide whether to join Simmons'... View Details

Keywords: Business and Shareholder Relations; Corporate Governance; Decisions; Voting; Governing and Advisory Boards; Alliances

Research Summary

Overview

By: Aiyesha Dey

Professor Dey’s research explores governance and agency conflicts, board structure, governance regulation and corporate behavior, ownership structure, and the relation between executives’ characteristics and corporate behavior. In analyzing corporate governance... View Details

Article

A Head Start on Succession

By: Joseph L. Bower

Our studies of CEO succession over the past several years have shown some improvements in the trends in CEO turnover, often resulting from outside pressures for improved oversight and better corporate governance. The next step in improving CEO succession—and ultimately... View Details

Keywords: Investment Return; Corporate Governance; Governing and Advisory Boards; Leadership Development; Management Practices and Processes; Management Succession; Management Teams; Business and Shareholder Relations

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April 1991 (Revised July 1992)
Case

Koito Manufacturing Ltd.

By: W. Carl Kester and Robert W. Lightfoot

Having acquired a 26% stake in Koito Manufacturing, a Japanese automotive parts supplier in the Toyota Group, T. Boone Pickens seeks a seat on Koito's board of directors. Koito's management resists, claiming Pickens is an unhelpful greenmailer, not a true long-term... View Details

Keywords: Acquisition; Debates; Corporate Governance; Production; Supply Chain; Performance Efficiency; Welfare; Auto Industry; Japan; United States

Teaching Interest

Compensation Committees

By: Suraj Srinivasan

Executive compensation has become a flashpoint issue for board members, institutional investors, regulators, and the media. Compensation committees are challenged to design compensation programs that not only tie business or corporate strategies to company performance,... View Details

April 2016
Supplement

Canadian Pacific's Bid for Norfolk Southern Spreadsheet Supplement

By: Benjamin C. Esty and 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

April 2004 (Revised September 2007)
Case

Accounting Fraud at WorldCom

By: Robert S. Kaplan and David Kiron

The principal players in WorldCom's accounting fraud included CFO Scott Sullivan, the General Accounting and Internal Audit departments, external auditor Arthur Andersen, and the board of directors. The case provides sufficient detail to allow for a full discussion of... View Details

Keywords: Governance Controls; Governing and Advisory Boards; Crime and Corruption; Ethics; Financial Reporting; Organizational Culture; Corporate Governance; Accounting Audits

November 2021 (Revised January 2022)
Case

Nicole M. Jones and The Hangar℠: Delta Air Lines' Global Innovation Center

By: Linda A. Hill and Emily Tedards

In 2016, Nicole M. Jones was hired to lead The Hangar, Delta Air Lines’ new innovation center in Atlanta, Georgia. Delta’s leadership had intended for The Hangar to catalyze a new approach to innovation at the company. After conducting three months of research on... View Details

Keywords: Innovation Lab; Breakthrough Innovation; Biometric Technology; Innovation and Invention; Leadership; Innovation and Management; Collaborative Innovation and Invention; Innovation Strategy; Technological Innovation; Georgia (state, US)

Article

Diversity Thresholds: How Social Norms, Visibility, and Scrutiny Relate to Group Composition

By: Edward H. Chang, Katherine L. Milkman, Dolly Chugh and Modupe Akinola

Across a field study and four experiments, we examine how social norms and scrutiny affect decisions about adding members of underrepresented populations (e.g., women, racial minorities) to groups. When groups are scrutinized, we theorize that decision makers strive to... View Details

Keywords: Social Norms; Impression Management; Groups and Teams; Governing and Advisory Boards; Diversity; Gender; Decision Making

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30 Apr 2024
Book

When Managers Set Unrealistic Expectations, Employees Cut Ethical Corners

In the 1990s, when Harvard Business School Professor Lynn S. Paine was researching and writing about examples of corporate misconduct, she hoped more businesses would take decisive action to root out fraud and other unethical behavior.... View Details

Keywords: by Dina Gerdeman

February 2014
Article

Governance and CEO Turnover: Do Something or Do the Right Thing?

By: Ray Fisman, Rakesh Khurana, Matthew Rhodes-Kropf and Soojin Yim

We study how corporate governance affects firm value through the decision of whether to fire or retain the CEO. We present a model in which weak governance—which prevents shareholders from controlling the board—protects inferior CEOs from dismissal, while at the same... View Details

Keywords: Governing and Advisory Boards; Value; Retention; Resignation and Termination; Corporate Governance; Management Teams; Business and Shareholder Relations

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06 Jun 2023
Cold Call Podcast

The Opioid Crisis, CEO Pay, and Shareholder Activism

Keywords: Re: Suraj Srinivasan; Health; Pharmaceutical; Distribution

May 2003
Case

Renault-Nissan Alliance, The

By: Michael Y. Yoshino and Perry Fagan

On Wednesday, May 29, 2002, the board of directors of Renault-Nissan BV (RNBV) met for the first time to discuss the state of the alliance between Renault SA and Nissan Motors-two of the world's largest automakers. RNBV was a 50/50 joint venture company established in... View Details

Keywords: Joint Ventures; Global Strategy; Organizational Culture; Alliances; Business or Company Management; Mergers and Acquisitions; Management Analysis, Tools, and Techniques; Auto Industry