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- August 2016
- Article
Independent Directors' Dissent on Boards: Evidence from Listed Companies in China
By: Juan Ma and Tarun Khanna
In this paper, we examine the circumstances under which so-called "independent" directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public... View Details
- July 2016
- Case
'Golden Leash' Pay for Directors at The Dow Chemical Company
By: Ian Gow, Suraj Srinivasan and Neeraj Goyal
In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow’s recent performance and advocated that the company split itself to maximize... View Details
- July 2016 (Revised January 2019)
- Case
Cyber Breach at Target
By: Suraj Srinivasan, Lynn S. Paine and Neeraj Goyal
In November and December of 2013, Target Corporation suffered one of the largest cyber breaches to date. The breach that occurred during the busy holiday shopping season resulted in personal and credit card information of approximately 110 million Target customers... View Details
- June 2016 (Revised May 2017)
- Case
FANUC Corporation: Reassessing the Firm's Governance and Financial Policies
By: Benjamin C. Esty, Nobuo Sato and Akiko Kanno
In February 2015, Daniel Loeb (a U.S.–based activist investor) announced his firm had a large investment in FANUC Corporation, a leading producer of industrial robots and software for machine tools. Loeb was demanding that the Japanese firm change its financial and... View Details
Keywords: Hedge Funds; Economic Policy; Investments; Government Policy; Deregulation; Financial Management; Valuation; Investment Funds; Policy; Corporate Governance; Macroeconomics; Investment Activism; Change Management; Financial Strategy; Cross-Cultural and Cross-Border Issues; Japan; United States
- June 7, 2016
- Blog Post
The Value-Decreasing Effect of Staggered Boards
By: Alma Cohen and Charles CY Wang
- June 2016
- Supplement
FANUC Corporation: Reassessing the Firm's Governance and Financial Policies Spreadsheet Supplement
By: Benjamin C. Esty and Akiko Kanno
In February 2015, Daniel Loeb (a US-based activist investor) announced his firm had a large investment in FANUC Corporation, a leading producer of industrial robots and software for machine tools. Loeb was demanding that the Japanese firm change its financial and... View Details
- May 2016 (Revised September 2017)
- Case
Canadian Pacific's Bid for Norfolk Southern
By: Benjamin C. Esty and E. 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
- 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
- April 2016 (Revised June 2017)
- Teaching Note
Dollar General Bids for Family Dollar
By: Jonas Heese, Paula A. Price and Suraj Srinivasan
In spring 2015, Dollar General 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 11,500... View Details
- March 2016 (Revised October 2023)
- Case
Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover
By: Stuart C. Gilson and Sarah L. Abbott
In early 2013, Central European Distribution Corporation (CEDC), a large publicly traded producer and distributer of vodka and spirits in Eastern and Central Europe, has suffered significant declines in its financial performance, is at risk of defaulting on its debt,... View Details
- 2015
- Working Paper
Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov
By: Alma Cohen and Charles C.Y. Wang
In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They... View Details
- February 2016 (Revised August 2020)
- Case
InsightSquared: Developing the Sales and Marketing Plan
Fred Shilmover and Sam Clemens prepared for their fourth quarter board meeting. They were excited to have scaled their software startup, InsightSquared, to $2 million in revenue and secured an $8 million round of venture capital. However, they disagreed on the path... View Details
- February 16, 2016
- Article
The Political Issues Board Directors Care Most About
By: Boris Groysberg and J. Yo-Jud Cheng
- 2016
- Working Paper
What Factors Drive Director Perceptions of Their Board's Effectiveness?
By: Boris Groysberg, Paul M. Healy and Richard Ellis Crum
We use a survey of directors to collect data on their ratings of board effectiveness as well as board internal dynamics and key processes. Controlling for many of the governance metrics examined by prior research, we find that directors’ ratings of their boards’... View Details
- January 2016 (Revised April 2017)
- Case
The Galaxy Dividend Income Growth Fund's Option Investment Strategies
By: W. Carl Kester
This case is designed to provide an elementary introduction to options and option pricing for beginning finance students. Analysis of the case requires students to compare the prices of put and call options with various exercise prices and maturity dates on two... View Details
- January 2016 (Revised January 2019)
- Case
The Allergan Board Under Fire (A)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details
Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R＆D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry
- January 2016 (Revised January 2019)
- Supplement
The Allergan Board Under Fire (B)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details
Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R＆D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry
- December 2015
- Case
Negotiating the Path of Abraham, 2015 Progress and Challenges
The Abraham Path board reviews the last five years and seeks to frame and act on its major strategic, negotiating, and operational challenges going forward. The Abraham Path Initiative seeks to revitalize a route of Middle East cultural tourism following Abraham's path... View Details
- November 2015
- Case
Rubicon Global
By: William A. Sahlman and Hunter Ashmore
The case describes Rubicon Global, a startup that aimed to disrupt the waste management industry. The company started with a bold idea: create a cloud-based, full-service waste management company providing low-cost, highly efficient, and environmentally friendly... View Details
- November 2015 (Revised March 2018)
- Case
Air Products' Pursuit of Airgas (A)
By: Charles C.Y. Wang, Paul M. Healy, Penelope Rossano and Kyle Thomas
This case centers around the Air Products' hostile takeover attempt of Airgas in 2010. Air Products argued that its offer of a 38% premium is generous given Airgas' poor performance, which Air Products attributed to underperforming and entrenched managers at Airgas. On... View Details