Publications

2013
Other Unpublished Work

How ISS Dictates Equity Plan Design

By: David F. Larcker, Ian D. Gow, Allan McCall and Brian Tayan

Proxy advisory firms have long been known to influence the voting decisions of institutional investors. Now, a growing body of evidence suggests that they also influence company decisions in equity plan design. Should shareholders and the SEC be concerned? View Details

Keywords: Voting; Institutional Investing; Corporate Governance

Read Now

Agency theory, a new model of governance promulgated by academic economists in the 1970s, is behind the idea that corporate managers should make shareholder value their primary concern and that boards should ensure they do. The theory regards shareholders as... View Details

22 Aug 2019
News

CEOs Say Their Aim Is Inclusive Prosperity. Do They Mean It?

September 2003
Case

Executive Compensation at Reckitt Benckiser plc

By: V.G. Narayanan, Krishna G. Palepu and Lisa Brem

Investors felt betrayed by the increasingly lucrative pay packages awarded to CEOs and other top executives at multinational companies. Yet, board members charged with adequately rewarding executives were forced to compete with rising packages of salaries and stock... View Details

Keywords: Design; Stock Options; Investment Activism; Corporate Accountability; Compensation and Benefits; Employee Stock Ownership Plan; Management Teams; Business and Shareholder Relations; Consumer Products Industry; Netherlands; United States

April 1998 (Revised May 2000)
Case

Guidant Corporation: Shaping Culture Through Systems

By: Robert L. Simons and Antonio Davila

Guidant is a successful IPO start-up selling pacemakers and defibrillators. The case describes how managers install systems to balance innovation and control. Three parts of a shareholder value strategy are described. Controls include incentive systems, beliefs... View Details

Keywords: Innovation Strategy; Corporate Strategy; Motivation and Incentives; Planning; Risk Management; Management Systems; Business Strategy; Value Creation; System; Service Industry; Financial Services Industry; Medical Devices and Supplies Industry

Research Summary

Trust

By: Sandra J. Sucher

In this research, I aim to provide a practical orientation to trust—how to build it, how it can be damaged, how it might be repaired—grounded in my experience as an executive and in the research on organizational trust and moral philosophy. As a case researcher, I... View Details

2014
Other Unpublished Work

Government-held Equity in Foreign Investment Projects: Good for Host Countries?

By: Louis T. Wells

Host governments have often sought some equity in mining and other foreign investment projects, but as shareholders they have rarely gained what they anticipated. Only in special cases might the benefits to governments outweigh the risks and often unanticipated costs... View Details

Keywords: Foreign Direct Investment; Equity; Business and Government Relations

Read Now

February 2011 (Revised June 2011)
Case

Stock Reform of Shenzhen Development Bank

By: Li Jin, Li Liao, Aldo Sesia and Jianyi Wu

Shenzhen Development Bank, China's first publicly traded company, was undergoing the non-tradable share reform. Its current controlling shareholder, private equity firm Newbridge Capital LLC, needs to negotiate with its diverse minority shareholders to find a... View Details

Keywords: Capital; Private Equity; Investment; Corporate Governance; Managerial Roles; Emerging Markets; Negotiation; Business and Shareholder Relations; Conflict of Interests; Banking Industry; China

28 May 2020
News

Have we reached ‘the beginning of the great change?’ This professor is hopeful we have

November 2007
Article

If Private Equity Sized Up Your Business

By: Robert C. Pozen

This article includes a one-page preview that quickly summarizes the key ideas and provides an overview of how the concepts work in practice along with suggestions for further reading. As the dust settles on the recent frenzy of private equity deals (including... View Details

Keywords: Mergers and Acquisitions; Capital Structure; Private Equity; Investment Return; Governing and Advisory Boards; Executive Compensation; Business and Shareholder Relations; Value Creation; Financial Services Industry

Find at Harvard

February 2011 (Revised May 2011)
Case

Marlin & Associates and the Sale of Riverview Technologies

By: Richard S. Ruback and Royce Yudkoff

Riverview Technologies was a Stockholm, Sweden-based company that had developed software hedge funds. After spending more than a year in an organized sale process, the winning bidder had become increasingly difficult to work with and the closing had been substantially... View Details

Keywords: Mergers and Acquisitions; Entrepreneurship; Negotiation Deal; Negotiation Offer; Negotiation Process; Business and Shareholder Relations; Financial Services Industry

April 2006 (Revised April 2012)
Background Note

The Role of Private Equity Firms in Merger and Acquisition Transactions

By: William E. Fruhan Jr.

Explores the importance of private equity firms in merger and acquisitions activity around the globe. In many countries, these firms now account for one quarter of the total merger and acquisition activity of all firms. The larger private equity firms generate fees for... View Details

Keywords: Leveraged Buyouts; Mergers and Acquisitions; Private Equity; Investment Funds; Value Creation

January 2023 (Revised April 2025)
Case

Peloton Interactive (A)

By: Suraj Srinivasan, Lynn S. Paine and David Lane

Early in February 2022, the board of Peloton Interactive faced some knotty challenges. Immense pandemic demand for its stationary exercise bicycles and treadmills had prompted the firm to scale up production rapidly. But as gyms reopened and the virulence of the virus... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Growth Management; Investment Activism; Leadership; Entertainment and Recreation Industry; Sports Industry; United States

04 Jan 2019
News

How Companies Can Balance Social Impact and Financial Goals

June 2017
Teaching Note

Succession Planning at Samsung: The Merger Formula of Cheil Industries and Samsung C&T

By: Gwen Yu

A merger deal of two Samsung group companies becomes a center of a corruption scandal. The merger of Cheil Industries and Samsung C&T was seen as a crucial step to transfer power to Lee Jae Yong, the heir of Samsung group. The deal was criticized to purposefully... View Details

Keywords: Merger; Mergers and Acquisitions; Crime and Corruption; Business and Government Relations; South Korea

October 1999
Case

Royal Dutch/Shell in Transition (A)

By: Lynn S. Paine

After the Brent Spar episode and the 1995 events in Nigeria, Shell undertakes an intensive review of its values and business principles. At the same time, it conducts the largest multi-stakeholder consultation in its history in an effort to better understand society's... View Details

Keywords: Corporate Governance; Corporate Accountability; Corporate Social Responsibility and Impact; Social Issues; Public Opinion; Moral Sensibility; Values and Beliefs; Transformation; Environmental Accounting; Energy Industry

05 Jul 2006
Op-Ed

Corporate Governance Activists are Headed in the Wrong Direction

corporations incorporated in a given state—public or private, big or small—are subject to the same statutory framework. State statutes typically specify plurality selection as the default rule for director elections. Most private-enterprise View Details

Keywords: by Joseph Hinsey

15 Jan 2019
Working Paper Summaries

The Creation and Evolution of Entrepreneurial Public Markets

Keywords: by Shai Bernstein, Abhishek Dev, and Josh Lerner; Banking; Financial Services

January 2001 (Revised March 2002)
Case

Ford Motor Company's Value Enhancement Plan

By: Andre F. Perold

In April 2000, Ford Motor Co. announced a shareholder Value Enhancement Plan (VEP) to significantly recapitalize the firm's ownership structure. Ford had accumulated $23 billion in cash reserves and under the VEP would return as much as $10 billion of this cash to... View Details

Keywords: Restructuring; Forecasting and Prediction; Capital Structure; Cash; Financial Liquidity; Policy; Business and Shareholder Relations; Value; Auto Industry