Governing and Advisory Boards - Publications - Faculty & Research - Harvard Business School

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June 2025
Article

What Board-level Control Mechanisms Changed in Banks Following the 2008 Financial Crisis? A Descriptive Study

By: Shelly Li, Shivram Rajgopal, Suraj Srinivasan and Yu Ting Forester Wong

Following the 2008 financial crisis, the Financial Crisis Inquiry Commission (FCIC) identified major shortcomings in bank board governance, contributing to systemic risk management failures. This study adapts a management control framework and empirically examines... View Details

Keywords: Board Of Directors; Management Control; Governing and Advisory Boards; Governance Controls; Risk Management; Change Management; Banks and Banking; Financial Crisis

16 Aug 2013
News

A Board Director's Perspective on What IT Has to Get Right

November 2018 (Revised January 2020)
Case

Tesla, Inc. in 2018

By: Siko Sikochi, Suraj Srinivasan and Quinn Pitcher

On August 7, 2018 Elon Musk, Chairman and CEO of Tesla tweeted that he was considering taking Tesla private and had secured funding. Weeks went by without details about a deal and speculation grew that Musk had misled investors. He soon abandoned the idea, but the... View Details

Keywords: Disclosure Regulation; Board Independence; Corporate Governance; Business and Shareholder Relations; Governing and Advisory Boards

August 2016
Case

CSI Ingenieros

By: Jay Lorsch and Emily McTague

CSI's business unit managers gathered around the downstairs conference room for the company's weekly meeting to discuss project bids. Cristina WaldAshley Hartman, who was in charge of finding projects for the engineering firm to work on, read through several she had... View Details

Keywords: Corporate Governance; Board; Board Committees; Board Dynamics; Organization; Organization Alignment; Dynamic Capabilities; Organization Design; Organizational Prototyping; Organizational Silence; Organizational Learning; Organization Behavior; Organizational Change and Adaptation; Organizational Culture; Manufacturing Industry; South America; Uruguay

May 2011
Article

Race at the Top: How Companies Shape the Inclusion of African Americans on Their Boards in Response to Institutional Pressures

By: Clayton S. Rose and William T. Bielby

Drawing on institutionalist theory, we conceptualize the racial composition of the boards of directors of large American companies as shaped in response to social and political norms. We use new longitudinal and cross-sectional data to test hypotheses about factors... View Details

Keywords: Leadership; Governing and Advisory Boards; Race; Mathematical Methods; Government and Politics; Public Ownership; United States

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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

February 2014
Article

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

By: Francois Brochet and Suraj Srinivasan

We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details

Keywords: Independent Directors; Litigation Risk; Class Action Lawsuits; Director Accountability; Reputation; Boards Of Directors; Corporate Governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation

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2003
Book

Back to the Drawing Board: Designing Corporate Boards for a Complex World

By: Jay W. Lorsch and Colin Carter

Keywords: Design; Governance

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2014
Book

Reinventing State Capitalism: Leviathan in Business, Brazil and Beyond

By: Aldo Musacchio and Sergio G. Lazzarini

In this book we describe the transformation of state capitalism from a model in which governments owned and ran corporations and broadly controlled the allocation of financial resources into two new varieties of state capitalism: Leviathan as a majority and as a... View Details

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01 Mar 2022
News

The Importance of the Governance Committee to a Successful Development Program

Keywords: fundraising

January 2022
Case

FIFA and The World Cup: The Future of Football

By: Anita Elberse, Oliver Band and Howard Johnson

Should FIFA host its biggest event—the FIFA World Cup—every two years instead of every four, as it has been doing since the event’s inception in the 1930s? In September 2021, Gianni Infantino, the president of the International Federation of Association Football... View Details

Keywords: Sports; Soccer; Football; Entertainment; Media; Talent Development; Globalization; Marketing; Strategy; General Management; Governance; Decision Making; Governing and Advisory Boards; Problems and Challenges; Brands and Branding; Entertainment and Recreation Industry; Entertainment and Recreation Industry

Third Quarter 2015
Article

Should Boards Mentor Their CEOs?: It Is a Complex Question. Here Are the Significant Considerations.

By: Jay W. Lorsch

It's a complex question with significant considerations, including how open the CEO is likely to be to such advice, the company's situation, and the characteristics of the board. View Details

Keywords: Directors; CEO Mentoring; Governing and Advisory Boards; Rank and Position; Management Teams

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04 Apr 2022
What Do You Think?

As Disney Board Chair, What Would You Advise CEO Bob Chapek Regarding 'Don’t Say Gay'?

But Iger, who had stayed on until recently as executive chairman and chairman of the board after a “legendary” tenure as CEO, said publicly, “A crisis of this magnitude, and... View Details

Keywords: by James Heskett

06 Sep 2016
News

The Solution That Doesn’t Get Discussed About How to Get More Women On Corporate Boards

nominating and governance committee, everyone on the board is on board, so to speak, with the concept. It is amazing that when the existing board... View Details

September 21, 2018
Article

Innovation Should Be a Top Priority for Boards. So Why Isn't It?

By: J. Yo-Jud Cheng and Boris Groysberg

Corporate directors and executives alike recognize that today’s pace of change continues to accelerate and that firms need to innovate to stay ahead. But are boards doing enough to support innovation, as they should? We conducted a survey of over 5,000 board members... View Details

Keywords: Board Of Directors; Innovation; Technology; Innovation and Invention; Corporate Governance; Governing and Advisory Boards; Business Strategy

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March 2018
Supplement

China Vanke: Battle for Control (C)

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

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors' mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's... 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 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

2004
Article

Executive Compensation In Entrepreneurial Teams: The Founder Gap, Board Membership, & Pay For Milestones

By: Noam Wasserman

Keywords: Management; Compensation and Benefits; Groups and Teams; Governance

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September 1995
Case

Benjamin Rosen and Compaq

By: William A. Sahlman and Jason Green

Addresses the challenges faced by Ben Rosen and the company board of directors as continuing problems force it to make a decision about the ongoing governance of the firm. The issues are complicated by the current CEO and founder, Rod Canion, who has had, until... View Details

Keywords: Governing and Advisory Boards; Management Teams; Business or Company Management; Corporate Governance; Problems and Challenges; Decision Making; Information Technology Industry

August 2012
Supplement

William Jeffrey: Departing Bay Colony (C)

By: Lena G. Goldberg

The decision-making process, policies and procedures, and legal obligations of the Board, the company's inside counsel and the company's outside counsel are explored in connection with on-boarding, investigating alleged misconduct of, and terminating a company's CEO,... View Details

Keywords: Leadership And Managing People; Employment Law; Corporate Governance; Governing and Advisory Boards; Resignation and Termination; Governance Compliance; Leadership; Insurance Industry; Financial Services Industry; United States

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