Publications

July 2012
Case

Barclays Capital and the Sale of Del Monte Foods

By: John Coates, Clayton Rose and David Lane

This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary... View Details

Keywords: Client Management; Fiduciary Duty; Mergers ＆ Acquisitions; Investment Banking; Private Equity; Ethics; Finance; Reputation; Banking Industry; United States

June 2019
Article

Brokers vs. Retail Investors: Conflicting Interests and Dominated Products

By: Mark Egan

I study how brokers distort household investment decisions. Using a novel convertible bond dataset, I find that consumers often purchase dominated bonds—cheap and expensive versions of otherwise identical bonds coexist in the market. The empirical evidence suggests... View Details

Keywords: Brokers; Fiduciary Standard; Consumer Finance; Structured Products; Household; Investment; Decisions; Motivation and Incentives; Conflict of Interests

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January 2014 (Revised September 2015)
Case

Mittal Steel's Pursuit of Arcelor (A)

By: Paul M. Healy and Penelope Rossano

Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details

Keywords: Fiduciary Duty; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Strategy; Negotiation; Mergers and Acquisitions; Corporate Governance; Cross-Cultural and Cross-Border Issues; Steel Industry; Canada; United Kingdom; Russia; India

November 2017
Case

Third Point Paints a Target on Sotheby's

By: Lena G. Goldberg

When faced with the increasing accumulation of its stock by activist investors led by Daniel Loeb’s Third Point LLC and the activists’ stated objective to replace management and at least some Sotheby’s Board members, Sotheby’s, the world’s oldest auction house,... View Details

Keywords: Fiduciary Duties; Activists; Activist Investors; Rights Plan; Poison Pills; Takeover Defenses; Corporate Governance; Laws and Statutes; Lawsuits and Litigation; Ownership Stake; Value Creation; Crisis Management

January 2014 (Revised October 2014)
Supplement

Mittal Steel's Pursuit of Arcelor (B)

By: Paul M. Healy and Penelope Rossano

Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details

Keywords: Strategy; Fiduciary Duty; Negotiation; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Valuation; Mergers and Acquisitions; Corporate Governance; Economics; Steel Industry; Canada; United Kingdom; India

September 2015
Supplement

Hexion/Apollo's Courtship of Huntsman Corporation (B)

By: Lena G. Goldberg and Danielle V. Holland

To be used with “Hexion/Apollo's Courtship of Huntsman Corporation (A)” HBS No. 316-028. View Details

Keywords: Fiduciary Outs; Topping Rights; Revlon Duties; Solvency Opinions; Reverse Termination Fees; Litigation Strategy; Lawsuits and Litigation; Mergers and Acquisitions

September 2015
Case

Hexion/Apollo's Courtship of Huntsman Corporation (A)

By: Lena G. Goldberg and Danielle V. Holland

In July 2007, after several failed attempts to acquire Huntsman Corporation, Hexion/Apollo prevailed in a bidding war for the company and signed a definitive merger agreement. Apollo had down bid Huntsman during previous attempts to acquire the company, and Huntsman... View Details

Keywords: Fiduciary Outs; Topping Rights; Revlon Duties; Solvency Opinions; Reverse Termination Fees; Litigation Strategy; Law

Teaching Interest

Overview

Lena teaches the required first year MBA course on Leadership and Corporate Accountability, an elective second year MBA course on Law, Management and Entrepreurship, and an elective second year MBA course on Challenges and Opportunities in the Restaurant Industry. View Details

November 2018 (Revised January 2019)
Module Note

Responsibilities to Investors (Abridged)

By: Lena G. Goldberg and Joseph L. Badaracco

This note focuses on managers’ responsibilities—economic, legal, and ethical—to investors. In capitalist and some socialist economies, these responsibilities traditionally have been grounded in fiduciary duties and are typically part of the common law or statutory law... View Details

Keywords: Responsibilities To Investors; Investors; Responsibility; Business and Shareholder Relations; Management; Ethics

03 Sep 2015
News

Why Boards Must Look Beyond Shareholders

November 2002 (Revised June 2003)
Case

Merchant Card Services, Inc. (A)

By: Constance E. Bagley and David Lane

Explores the interaction between a venture capital firm that negotiates a good deal for itself and the portfolio company that seeks to extricate itself from its obligations. Exemplifies the potential conflicts between the fiduciary duty of board members and the... View Details

Keywords: Negotiation Deal; Legal Liability; Conflict and Resolution; Financial Services Industry

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January 1999
Background Note

The Professional Pledge and Conflict of Interest

By: Ashish Nanda

It is argued that professionals pledge fiduciary responsibility towards their clients to minimize the occurrence of conflicts of interest, which are socially inefficient. Professional associations are formed to ensure that in their practices, professionals live by... View Details

Keywords: Conflict of Interests; Ethics; Organizations

November 2004 (Revised June 2005)
Case

Mall of America (A)

By: Lynn S. Paine and Christopher Bruner

Explores fiduciary duty issues that arose in litigation among partners in the partnership that owned and controlled the Mall of America. Describes the complex real estate transaction in which one partner attempted to purchase an additional interest in the mall from a... View Details

Keywords: Ethics; Business Organization; Lawsuits and Litigation; Partners and Partnerships; Property; Investment; Retail Industry; United States

winter 1988
Article

Management Buyouts and Managerial Efforts

By: Robert F. Bruner and Lynn S. Paine

Management buyouts, which have played an important role in the recent wave of corporate restructurings, have been criticized from several directions. This article addresses the problems created by management's conflict of interest. As members of the buyout team,... View Details

Keywords: Buyout; Ethical Decision Making; Management; Leveraged Buyouts; Ethics; Decision Making

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05 Nov 2009
News

Steve Jobs's legacy

July 2005
Background Note

Guth v. Loft: Synopsis

By: Lynn S. Paine and Christopher Bruner

Provides a brief overview of the Supreme Court of Delaware's opinion in the 1939 case of Guth v. Loft, a widely cited application of the "corporate opportunity doctrine." Explores the corporate law principles regulating when a corporate manager can or cannot take... View Details

Keywords: Courts and Trials; Lawfulness; Management; Opportunities