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Article

The Board's New Innovation Imperative: Directors Need to Rethink Their Roles and Their Attitude to Risk

By: Linda A. Hill and George Davis

As firms scramble for competitive advantage, boards—once the cautious voices urging management to mitigate risk—are now calling for breakthrough innovation. Indeed, avoiding risk is now seen as the riskiest proposition of all. In speaking with CEOs and board members... View Details

Keywords: Governing and Advisory Boards; Innovation Leadership; Risk and Uncertainty; Corporate Governance

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March 2009
Case

Baosteel Group: Governance with Chinese Characteristics

By: Lynn S. Paine and G.A. Donovan

The new outsider-dominated board of directors of China's state-owned Baosteel Group must decide whether to modify the Group's structure. With the completion of a pending acquisition, the Group will control four publicly listed steel-producing subsidiaries, and board... View Details

Keywords: Business Subsidiaries; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; State Ownership; China

September 2017 (Revised March 2018)
Case

Chai Point: Disrupting Chai

By: Shikhar Ghosh, Ramana Nanda and Rachna Tahilyani

Chai Point is India’s largest organized chai retailer. It has missed its target for retail store openings by approximately 25%, goals that are very important to its investors who are also board members. However, it has developed an exciting new internet-based tea... View Details

October 1997 (Revised November 1997)
Case

NAACP, The

By: James E. Austin, Paul Barese, Stephanie L. Woerner and Elaine V. Backman

In February 1995, the National Association for the Advancement of Colored People (NAACP), the largest civil rights organization in the United States, was in the midst of a crisis. The executive director had been fired due to financial improprieties amid charges of... View Details

Keywords: Crime and Corruption; Capital; Governance Controls; Resignation and Termination; Selection and Staffing; Rights; Leadership; Management; United States

June 2017
Case

Maggie Wilderotter: The Evolution of an Executive

By: Boris Groysberg, Sarah L. Abbott and Robin Abrahams

In a career that spanned over 30 years, Maggie Wilderotter served as CEO of two publicly traded companies and served on 32 corporate and 9 association and nonprofit boards of directors. As CEO of Frontier Communications, a U.S. telecom company with over $25 billion in... View Details

Keywords: Leadership; Managing People; Networks; Strategy And Leadership; Personal Development and Career; Personal Characteristics; Leadership Style; Social and Collaborative Networks; Gender; Power and Influence; Telecommunications Industry; United States

November–December 2024
Article

How Robust Is Your Climate Governance?

By: Lynn S. Paine and Suraj Srinivasan

During the past few years, as evidence of climate change and its effects has mounted, many corporate boards have added climate governance to their agendas. But the maturity of boards’ climate-oversight processes and activities varies widely.
To better... View Details

Keywords: Corporate Governance; Climate Change; Corporate Social Responsibility and Impact; Governing and Advisory Boards

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August 2019 (Revised August 2022)
Case

Baroo (A): Pet Concierge

By: Thomas R. Eisenmann and Susie L. Ma

Baroo CEO Lindsay Hyde was facing unrest from the board of her pet services startup in August 2017. One board member (and lead investor) was alarmed that Baroo’s growth was slowing while its appetite for funding was accelerating. Hyde wanted to hit the gas and continue... View Details

Keywords: Entrepreneurship; Outcome or Result; Failure; Business and Shareholder Relations; Venture Capital; Governing and Advisory Boards; Opportunities; Strategy; Service Industry; United States; Massachusetts

October 6, 2020
Article

COVID-19 Is Rewriting the Rules of Corporate Governance

By: Lynn S. Paine

Boards are facing a complex new reality as a result of COVID-19. The new environment is characterized by pressures and demands from various stakeholder groups, heightened expectations for societal engagement and corporate citizenship, and radical uncertainty about the... View Details

Keywords: Health Pandemics; Corporate Governance; Governing and Advisory Boards

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June 2020
Case

Recovering Trust After Corporate Misconduct at Wells Fargo

By: Suraj Srinivasan and Jonah S. Goldberg

The case describes widespread misconduct at Wells Fargo Community Bank in the period leading up to 2017 and the company’s subsequent attempts to improve internal controls, company culture, and corporate governance. The case examines the potential causes of large scale... View Details

Keywords: Corporate Misconduct; Internal Controls; Banks and Banking; Crime and Corruption; Corporate Governance; Organizational Culture; Governance Compliance; Management Systems; Organizational Change and Adaptation; Performance Improvement; Governing and Advisory Boards

November 2003 (Revised August 2005)
Case

First Commonwealth Financial Corporation

By: Robert S. Kaplan

First Commonwealth Financial Corp., a financial institution in central and southwestern Pennsylvania, implemented the Balanced Scorecard for describing and implementing its new customer-focused strategy. Its founder and chairman decided that the Balanced Scorecard also... View Details

Keywords: Balanced Scorecard; Corporate Strategy; Customers; Corporate Governance; Governing and Advisory Boards; Customer Relationship Management; Executive Compensation; Financial Services Industry; Banking Industry; Pennsylvania

August 2023
Case

Kariyer.net: Recruiting AI

By: Shunyuan Zhang, Fares Khrais and Namrata Arora

In 2017, Fatih Uysal (AMP 2021) became CEO of Kariyer.net. By then, the business was already the industry leading online job board in Turkey. However, faced with stalling growth, a turbulent macroenvironment, and growing competition from international players, Uysal... View Details

September 2018
Case

Advent International: Kroton Investment

By: Victoria Ivashina, Ruth Kostas and Priscilla Zogbi

Keywords: Private Equity; Acquisition; IPO; Valuation; Education; Distance Learning; Turnaround; Growth; Exit; PE; Buyer; Middle-class; Low Income; K-12; Entrepreneur; Family Business; University; College; Consolidation; Fragmentation; Penetration; Value; Shares; Control; Negotiation; Equity; Transaction; Board; Majority; Minority; Post-secondary; Leverage; Campus; Deal; Shareholder; Tag Along; Brazil; Latin America

September 8, 2009
Article

The New Governance Paradigm

By: Nathaniel Foote and Michael Beer

Boards members of failed banks in 2008 or of the many companies like Enron who were caught up in scandals are by and large honorable, well intentioned, and competent people. So what went wrong and what can be done about it. This article argues that the problem lies in... View Details

Keywords: Corporate Governance; Competency and Skills; Banks and Banking; Failure; Goals and Objectives; Leadership; Management Practices and Processes; Ethics; Performance; Governing and Advisory Boards; Crime and Corruption

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April 1991 (Revised July 1991)
Supplement

RJR Nabisco Board: Guardians of the Gate? (B)

By: Jay W. Lorsch

The special committee of the RJR Nabisco board has extended the bidding deadline for the company by 10 days. The case explains the process by which Kohlberg Kravis Roberts and the management group bid against one another for ownership of RJR Nabisco. The board of... View Details

Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Consumer Products Industry; Food and Beverage Industry

March 2018
Case

Sachem Head's Activism at Autodesk

By: Suraj Srinivasan and Quinn Pitcher

In 2015, activist hedge fund Sachem Head Capital, led by founder Scott Ferguson, launched an activist campaign at computer aided design (CAD) software maker Autodesk. The activist campaign, waged mainly in private, was over Autodesk's lackluster financial performance,... View Details

Keywords: Shareholder Activism; Investing; Activist Investing; Technology; CEO Turnover; Hedge Fund Activism; Benchmarking; Corporate Governance; Information Technology; Investment Activism; Performance Improvement; Management Succession; United States

December 2019
Supplement

Mãe Terra and Unilever (B)

By: Lynn S. Paine, Ruth Costas and Mariana Cal

Unilever is making strides to integrate the operations of Mãe Terra—one of Brazil's leading brands for packaged organic foods—into its own structures, after acquiring the company in 2017. Mãe Terra’s CEO, Alexandre Borges, must decide whether to implement his original... View Details

Keywords: Brand Management; Sustainability; Mergers and Acquisitions; Mission and Purpose; Social Enterprise; Corporate Governance; Governing and Advisory Boards; Environmental Sustainability; Organizational Culture; Food and Beverage Industry; Agriculture and Agribusiness Industry; Brazil; Latin America

13 Sep 2006
Op-Ed

Rising CEO Pay: What Directors Should Do

Ask any thoughtful corporate board member what they are most concerned about these days, and it is not Sarbanes-Oxley. It is CEO pay. Directors worry because shareholders continue to express outrage, and the media attention to the issue... View Details

Keywords: by Jay W. Lorsch

October 2010 (Revised July 2012)
Case

Hewlett-Packard Company: CEO Succession in 2010

By: Jay W. Lorsch, Krishna G. Palepu and Melissa Barton

Mark Hurd resigned as the CEO of Hewlett Packard in 2010 after the board discovered that he had misfiled expense reports and paid an H.P. contractor for unsubstantiated work. After Hurd left H.P., he joined Oracle, an H.P. competitor. Soon thereafter, the H.P. board... View Details

Keywords: Ethics; Governing and Advisory Boards; Leadership Development; Management Succession; Competitive Strategy; Technology Industry

Teaching Interest

Governing for Nonprofit Excellence (Executive Education, Faculty Chair)

This Executive Education course, an HBS Social Enterprise Initiative program, is designed to maximize the contributions of individual nonprofit board members. Participants are challenged to examine their role and the role of their boards in improving organizational... View Details

June 2002 (Revised January 2010)
Case

Delphi Corporation (A)

By: Jay W. Lorsch, Rakesh Khurana and Sonya Sanchez

The Delphi Corp.'s board of directors faces a transition as lead director Thomas Wyman approaches mandatory retirement. Chairman and CEO J.T. Battenberg reflects on Delphi's history and its successful reinvention by Wyman and Battenberg when it separated from its... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Leadership; Management Succession; Management Teams; Relationships; Corporate Strategy

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