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June 2019
Article

Brokers vs. Retail Investors: Conflicting Interests and Dominated Products

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

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 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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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

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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July 1995
Background Note

Managerial Duties and Business Law

By: Joseph L. Badaracco Jr. and Jerry Useem

Consists of excerpts from Principles of Corporate Governance, a set of legal guidelines that enumerates the principal duties of corporate managers and directors, including fiduciary duty, duty of care, and duty of fair dealing. Also addresses legal obligations relating... View Details

Keywords: Ethics; Corporate Governance; Retention; Common Law; Business or Company Management; Goals and Objectives; Managerial Roles

January 2004 (Revised October 2006)
Case

Texas Gulf Sulphur: The Timmins Ontario Mine

By: Henry B. Reiling and Maria Mercedes Camargo

Employees, officers, and directors of Texas Gulf Sulphur acquired or tipped off others to acquire common stock or options before and concurrent with the announcement of a major discovery of ore. The question is whether any of these acquisitions violated either federal... View Details

Keywords: Acquisition; Ethics; Stock Options; Lawfulness; Mining Industry; Texas

June 2003 (Revised June 2003)
Background Note

M & A Legal Context: Basic Framework for Corporate Governance

By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn

Students are introduced to the basic framework for corporate governance. Begins by describing the complex role of the modern corporation, then proceeds by discussing the fiduciary duties to which a board of trustees is bound (duty of care, duty of loyalty, etc.), and... View Details

Keywords: Framework; Corporate Governance

August 2019 (Revised November 2019)
Case

Sustainable Investing at J.P. Morgan Private Bank

By: Sara Fleiss and Luis Viceira

This case features Monica Issar, then Global Head of J.P. Morgan Endowments & Foundations Group in the Private Bank. In just five years, she and J.P. Morgan have grown the Outsourced Chief Investment Officer (OCIO) business from $5 billion in AUM from primarily family... View Details

Keywords: Sustainability; Investment; Management; Strategy; Social Issues; Environmental Sustainability; Banking Industry

November 2018 (Revised December 2018)
Case

CalSTRS Takes on Gun Violence

By: Vikram S Gandhi and Caitlin Reimers

In Spring of 2018, Chris Ailman, CIO of the $200 billion pension plan for California public school teachers (CalSTRS) was mandated by his board to “prioritize engagement with makers and retailers of firearms in California” following a series of gun-related tragedies in... View Details

Keywords: Pension Funds; Pension Plan; Asset Allocation; Screening; ESG; Gun Violence; Business and Government Relations; Values and Beliefs; Education Industry; California; United States

January 2002 (Revised October 2007)
Case

Grantham, Mayo, Van Otterloo & Co., 2001

By: Joshua Musher and Andre F. Perold

Asset manager GMO underperforms the market during the 1996-2000 stock market bubble because of the focus on absolute risk. After suffering significant client withdrawals, performance again shines when the bubble collapses. Did they win the battle only to lose the war?... View Details

Keywords: Customers; Asset Management; Stocks; Investment; Price Bubble; Mathematical Methods; Risk and Uncertainty

July 1999 (Revised April 2001)
Case

Quickturn Design Systems, Inc. (A)

By: Jay W. Lorsch and Katharina Pick

Quickturn Design Systems, Inc. faces a hostile takeover bid from its competitor, Mentor Graphics. Mentor makes the bid at a moment when Quickturn's stock price is depressed and the company is defending against a patent suit filed by Mentor. The two companies have a... View Details

Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry

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