Corporate Boards - Publications - Faculty & Research - Harvard Business School

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September–October 2012
Article

Toward a New Culture for Corporate Boards

By: Robert C. Pozen

A decade of business scandals and regulatory reforms find corporate America... facing fresh scandals and calls for more reforms. Robert Pozen, former chair of MFS Investment, noted director, and Harvard Business School faculty member, wonders if we have been fixing the... View Details

Keywords: Governing and Advisory Boards; Ethics; Change; United States

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October 2023 (Revised January 2024)
Case

McDonald's Board of Directors (A)

By: Lynn S. Paine and Will Hurwitz

In October 2019, the McDonald’s Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel’s investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing... View Details

April 2019
Technical Note

A Note on Boards in VC-Backed Ventures

By: Shikhar Ghosh, Ramana Nanda, Suraj Srinivasan and Terrence Shu

What is the value of a Board, and why does a company need one? The note documents the formal role of a Board of Directors as going beyond simply acting as legal representation of corporate ownership. Moreover, this role changes as the company moves through different... View Details

Keywords: Founders; Business Startup; Board; Board Of Directors; Business Startups; Governing and Advisory Boards; Venture Capital; Entrepreneurship

2016
Working Paper

The Structure of Board Committees

By: Kevin D. Chen and Andy Wu

We document and analyze board committee structures utilizing a novel dataset containing full board committee membership for over 6,000 firms. Board committees provide benefits (specialization, efficiency, and accountability benefits) and costs (information... View Details

Keywords: Board Of Directors; Board Committees; Specialization; Accountability; Information Segregation; Overloaded Directors; Multi-commitee Directors; Sarbanes-Oxley Act; Corporate Accountability; Governing and Advisory Boards; Accounting; Corporate Governance

October 2021
Article

Directors' Perceptions of Board Effectiveness and Internal Operations

By: J. Yo-Jud Cheng, Boris Groysberg, Paul M. Healy and Rajesh Vijayaraghavan

We contribute to the growing literature on the effectiveness of corporate boards by examining the effect of two insights that have been largely unexplored in prior studies that use public data. First, since boards’ responsibilities are wide-ranging, more holistic... View Details

Keywords: Boards Of Directors; Corporate Governance; Governing and Advisory Boards; Performance Effectiveness; Perception

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October 2021
Article

Board Design and Governance Failures at Peer Firms

By: Shelby Gai, J. Yo-Jud Cheng and Andy Wu

Our study introduces board committees as a crucial determinant of board actions. We examine how directors who structurally link different board committees—referred to as multi-committee directors (MCDs)—explain why some board actions are merely symbolic while others... View Details

Keywords: Board Committees; Board Monitoring; New Director Nomination; Peer Financial Restatements; Governing and Advisory Boards; Corporate Governance; Performance Effectiveness

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December 30, 2010
Article

A New Model for Corporate Boards

By: Robert C. Pozen

Keywords: Governance; Business Ventures

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June 2013
Case

Hess Corporation

By: Jay W. Lorsch and Kathleen Durante

On January 29, 2013, Elliott Management, a hedge fund run by Paul E. Singer, which owned 4.5% of Hess Corporation stock, put forward a slate of five independent directors it wanted elected to improve the company's performance. Elliott argued that Hess lacked focus and... View Details

Keywords: Takeover Attempt; Board; Hess; Governing and Advisory Boards; Organizational Structure; Acquisition; Financial Services Industry; Energy Industry

February 2015 (Revised April 2015)
Case

The Board of Directors at Market Basket

By: Jay W. Lorsch and Emily McTague

The firing of Market Basket CEO Arthur T. Demoulas by his cousin, Arthur S. Demoulas, and directors affiliated with him set off employee protests throughout the grocery store chain. Industry specialists estimated that Market Basket was losing close to ten million... View Details

Keywords: Organizational Behavior; Shareholder Votes; Board Of Directors; Board Dynamics; Board Decisions; Boards; Grocery; Organizational Culture; Organizational Structure; Business and Shareholder Relations; Corporate Governance; Food and Beverage Industry; New England

December 1998
Case

Australian Wheat Board Limited.: Becoming a Grower-owned Corporation

By: Ray A. Goldberg, Carin-Isabel Knoop and Cate Reavis

In July 1999, the Australian Wheat Board (AWB), a statutory national and international grain marketing organization, would become grower-owned. As a private corporation, the AWB would no longer receive government borrowing guarantees and would have to rely on its own... View Details

Keywords: Transformation; Capital Structure; Globalized Markets and Industries; Monopoly; Employee Ownership; Competition

24 Nov 2003
Research & Ideas

Boards and Corporate Governance: A Balanced Scorecard Approach

performance. The Balanced Scorecard approach has evolved into a tool that can be used to help companies create greater value at the business unit level, the corporate level, and the board level. This is done... View Details

Keywords: Re: Robert S. Kaplan & Krishna G. Palepu

October 2012 (Revised February 2013)
Case

Jim Johnson's Re-election to the Goldman Sachs Board

By: Suraj Srinivasan and Kelly Baker

The case presents the opposition by a leading institutional investor in Goldman Sachs to the re-election of Jim Johnson to the board of directors of the company. The investor, Sequoia Fund, opposes the re-election citing Jim Johnson's prior track record as the CEO of... View Details

Keywords: Board Of Directors; Corporate Governance; Director Elections; Goldman Sachs; Reputation; Institutional Investing; Governing and Advisory Boards; Corporate Accountability; Banking Industry; New York (city, NY)

16 Jul 2024
Op-Ed

Corporate Boards Are Failing in Their No. 1 Duty

Ask board members their most important duty, and they will likely say it is appointing and overseeing the CEO. Yet many boards fail to make appropriate choices, often because they don’t prepare candidates... View Details

Keywords: by Bill George

Fourth Quarter 2008
Article

HBS Focus: The Reality of Corporate Boards

By: Jay W. Lorsch

Keywords: Governance

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Article

Why Boards Aren't Dealing with Cyberthreats

By: J. Yo-Jud Cheng and Boris Groysberg

Keywords: Board Of Directors; Cybersecurity; Corporate Governance; AI and Machine Learning

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June 2016
Article

Corporate Governance and Executive Compensation for Corporate Social Responsibility

By: Bryan Hong, Zhichuan (Frank) Li and Dylan B. Minor

We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility (CSR) to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation... View Details

Keywords: Corporate Social Responsibility; Incentives For CSR; Non-financial Performance Measures; Agency Costs; Board Independence; Institutional Holdings; Managerial Power; Motivation and Incentives; Corporate Social Responsibility and Impact; Executive Compensation; Corporate Governance

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03 Jan 2018
What Do You Think?

In the Wake of #MeToo, Should Corporate Boards Hire Compliance Officers?

status of legal cases, would be available to the board. The existence of the compliance officer could provide assurance to potential whistleblowers and plaintiffs that their information would not be held against them, thus encouraging more reporting, for better or... View Details

Keywords: by James Heskett

July 2010
Article

Board Interlocks and the Propensity to Be Targeted in Private Equity Transactions

By: Toby E. Stuart and Soojin Yim

In this paper, we examine the propensity for U.S. public companies to become targets for private equity-backed, take-private transactions. We consider the characteristics of 483 private equity-backed deals in the 2000-2007 period relative to public companies, and find... View Details

Keywords: Board Interlocks; Board Networks; Social Networks; Private Equity; Corporate Governance; Public Ownership; Market Transactions; Governing and Advisory Boards; United States

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2020
Working Paper

Directors' Perceptions of Board Effectiveness and Internal Operations

By: J. Yo-Jud Cheng, Boris Groysberg, Paul M. Healy and Rajesh Vijayaraghavan

Keywords: Boards Of Directors; Corporate Governance; Governing and Advisory Boards; Performance Effectiveness; Perception

September 2000
Article

The Role of the Board in Corporate Strategy

By: Robert B. Stobaugh and Warren L. Batts

Keywords: Governance; Corporate Strategy

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