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February 2013
Case

Diamond Foods, Inc.

By: Suraj Srinivasan and Tim Gray

The Diamonds Foods, Inc. case describes the major accounting blow up at the company in late 2011 that was triggered by a report by Off Wall Street, a prominent short selling research firm. Diamond Foods, a high flying growth company in 2011, grew from a walnut farmers'... View Details

March 2022
Supplement

Transforming Kimball International, Inc. (B)

By: Lynn S. Paine and Will Hurwitz

Supplements the (A) case. View Details

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

June 2013 (Revised January 2024)
Case

Governance and Sustainability at Nike (A)

By: Lynn S. Paine, Nien-hê Hsieh and Lara Adamsons

Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social... View Details

Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; SB＆I; Flyknit; DyeCoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices and Conditions; Decisions; Ethics; Fairness; Globalized Firms and Management; Multinational Firms and Management; Globalized Markets and Industries; Governance; Corporate Accountability; Corporate Governance; Innovation and Invention; Innovation and Management; Innovation Leadership; Innovation Strategy; Goals and Objectives; Management Practices and Processes; Corporate Social Responsibility and Impact; Performance; Alignment; Supply Chain; Organizational Change and Adaptation; Judgments; Apparel and Accessories Industry; Asia; China; United States; Oregon; Portland

June 2013 (Revised September 2016)
Supplement

Governance and Sustainability at Nike (B)

By: Lynn S. Paine, Nien-he Hsieh and Lara Adamsons

Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social... View Details

Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; SB＆I; Flyknit; DyeCoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices and Conditions; Decisions; Ethics; Fairness; Globalized Firms and Management; Multinational Firms and Management; Globalized Markets and Industries; Governance; Corporate Accountability; Corporate Governance; Innovation and Invention; Innovation and Management; Innovation Leadership; Innovation Strategy; Goals and Objectives; Management Practices and Processes; Corporate Social Responsibility and Impact; Performance; Alignment; Supply Chain; Organizational Change and Adaptation; Judgments; Apparel and Accessories Industry; Asia; China; United States; Oregon; Portland

November 2018 (Revised July 2023)
Case

The Weir Group: Reforming Executive Pay (A)

By: Lynn S. Paine and Federica Gabrieli

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the... View Details

March 2014 (Revised September 2019)
Teaching Note

Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

By: Suraj Srinivasan and Charles C.Y. Wang

This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm CEO's pay was inflated and... View Details

Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committee; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations

July 2013 (Revised September 2019)
Case

Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker

This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and... View Details

Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry

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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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

January 2010 (Revised April 2013)
Case

Aubrey McClendon's Special Incentive Compensation at Chesapeake Energy (A)

By: Paul Healy, Clayton S. Rose and Aldo Sesia

Aubrey McClendon, founder and CEO of Chesapeake Energy, was, according to Fortune Magazine, the highest paid U.S. CEO in 2008 receiving over $100 million in total compensation. McClendon received this compensation despite a significant drop in the company's stock price... View Details

Keywords: Financial Statements; Financial Reporting; Price; Stock Options; Valuation; Joint Ventures; Business Growth and Maturation; Economic Growth; Growth and Development Strategy; Change Management; Energy Industry; United States

2019
Working Paper

Bank Boards: What Has Changed Since the Financial Crisis?

By: Shiva Rajgopal, Suraj Srinivasan and Forester Wong

Several government-mandated committees investigating the financial crisis highlighted four key deficiencies in the composition of bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii)... View Details

Keywords: Banks and Banking; Governing and Advisory Boards; Corporate Governance; Financial Crisis; Change; Diversity

April 1991 (Revised July 1991)
Case

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

By: Jay W. Lorsch

Charles Hugel, the chairman of RJR Nabisco, receives a call from RJR Nabisco's CEO, Ross Johnson; Johnson plans to present an LBO plan to the board of directors at the board meeting the following week. The case details Hugel's actions as chairman, and describes the... 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

13 Sep 2006
Op-Ed

Rising CEO Pay: What Directors Should Do

Criticisms of CEO pay have two related themes: It is too high, and it not closely related to company performance. These problems persist for complex reasons even as directors worry about them. The most significant reason is that board... View Details

Keywords: by Jay W. Lorsch

July–August 2014
Article

Sustainability in the Boardroom: Lessons from Nike's Playbook

By: Lynn S. Paine

One surprising role of Nike's corporate responsibility committee is to provide support for innovation. More and more companies recognize the importance of corporate responsibility to their long-term success—and yet the matter gets short shrift in most boardrooms,... View Details

Keywords: Corporate Governance; Corporate Accountability; Globalized Firms and Management; Corporate Social Responsibility and Impact; Environmental Sustainability; Apparel and Accessories Industry; Sports Industry

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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

20 Apr 2009
Research & Ideas

Misgovernance at the World Bank

Getting a seat at the table often makes all the difference in the world. New research from Harvard Business School suggests that this idea holds true literally at the World Bank, where the 24 countries serving on the Board of Executive... View Details

Keywords: by Martha Lagace

October 2021
Case

Financial Reporting at Mattel

By: Aiyesha Dey, Trung Nguyen, Marshal Herrmann and Julia Kelley

In September 2020, Diana Ferguson was nearing her first Audit Committee meeting as the newly appointed Audit Committee chair of Mattel, Inc. Mattel was just recovering from an accounting scandal which had revealed the company’s poor internal controls and weak board... View Details

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

November 1986 (Revised December 1998)
Case

Disctech, Inc.

Describes a company that had problems of fraudulent financial reporting. Provides an opportunity to discuss the roles of top management, financial management, internal and external auditors, and the audit committee of the board of directors in such circumstances. The... View Details

Keywords: Crime and Corruption; Financial Reporting

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