Publications

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

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

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

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

2015
Working Paper

Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality

By: Robert G. Eccles and Tim Youmans

Under the prevailing ideology of "shareholder primacy" most boards of directors believe that they are prevented from considering stakeholders other than shareholders in determining material issues and materiality for strategy and reporting. New research is showing that... View Details

Keywords: Governing and Advisory Boards; Business and Stakeholder Relations; Corporate Governance; Business and Shareholder Relations

SSRN

Read Now

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 2023 (Revised February 2024)
Case

Equity Restructuring at Dell Technologies: Buy Out, Buy Up, Buy In (A)

By: Stuart C. Gilson and Sarah L. Abbott

In November 2018, Dell Technologies was poised to re-enter the public markets by means of a complex recapitalization that would replace an entire class of publicly-traded “tracking stock,” with new shares that would trade publicly without the need of a formal IPO. The... View Details

Keywords: Technology; M＆A; Recapitalization; MBO; Equity Issues; Private Equity Buyouts; Public Ownership; Stock Shares; Mergers and Acquisitions; Equity; Technology Industry; United States

April 2009 (Revised August 2009)
Case

Petrobras in Ecuador (A)

By: Aldo Musacchio, Lena G. Goldberg and Ricardo Reisen de Pinho

On October 18, 2007, Ecuador's President Rafael Correa announced his intention to migrate Petrobras' existing participation contracts to exploit oil reserves in Ecuador's Blocks 18 and 31 to servicing agreements under which Petrobras would be paid a production fee and... View Details

Keywords: Metals and Minerals; Globalized Firms and Management; Corporate Governance; Government Administration; Taxation; Contracts; Negotiation Process; Negotiation Tactics; Public Ownership; Business and Government Relations; Business and Shareholder Relations; Brazil; Ecuador

November 2020 (Revised April 2021)
Case

Roll-Ups and Surprise Billing: Collisions at the Intersection of Private Equity and Patient Care

By: Trevor Fetter and Kira Seiger

This case describes the increasing investment by private equity (PE) firms in patient care and other healthcare services. The case focuses on investments in physician staffing firms and roll-up strategy investments in physician practice management (PPM). Included in... View Details

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

November 2007 (Revised June 2011)
Case

ISS A/S (A)

By: Clayton S. Rose

Provides the opportunity to examine the nature and extent of a company's responsibilities to its bondholders, and to develop an enhanced understanding of the challenges in managing contractual obligations, and circumstances under which business leaders might agree to... View Details

Keywords: Risk and Uncertainty; Bonds; Contracts; Private Equity; Leveraged Buyouts; Privatization; Business and Stakeholder Relations; Borrowing and Debt; Cross-Cultural and Cross-Border Issues; Europe

November 2010 (Revised November 2017)
Case

Washout: The Founders' Tale and the Investors' Tale

By: Lena G. Goldberg and Chad M. Carr

The competing narratives of the founders of Alantec, Inc. and the venture capitalists who funded the company are explored in the context of Kalashian v. Advent VI Ltd. a California Superior Court case. The founders of the company, which produced switches for computer... View Details

Keywords: Business Startups; Venture Capital; Governance Controls; Governing and Advisory Boards; Lawsuits and Litigation; Managerial Roles; Ownership Stake; Business and Shareholder Relations; Conflict and Resolution; Technology Industry

March 2014 (Revised October 2014)
Teaching Note

ISS A/S: The Buyout

By: Lucy White and Carsten Bienz

Provides the opportunity to value a leveraged buyout; and to examine the nature and extent of a company's responsibilities to its bondholders. Here, the context is a "going private" transaction in Europe, where the financing plan called for the addition to the... View Details

Keywords: LBO; Private Equity; Contracts; Global Business; International Business; Finance; Ethics; Law; Service Industry; Europe

February 2014 (Revised October 2014)
Case

ISS A/S: The Buyout

By: Clayton Rose, Carsten Bienz and Lucy White

Provides the opportunity to value a leveraged buy-out; and to examine the nature and extent of a company's responsibilities to its bondholders. Here, the context is a "going private" transaction in Europe, where the financing plan called for the addition to the... View Details

Keywords: LBO; Private Equity; Contracts; Global Business; International Business; Finance; Ethics; Law; Service Industry; Europe

Article

ESG Integration in Investment Management: Myths and Realities

By: Sakis Kotsantonis, Christopher Pinney and George Serafeim

The authors’ aim in this article is to set the record straight on the financial performance of sustainable investing while also correcting a number of other widespread misconceptions about this rapidly growing set of principles and methods. Myth Number 1:... View Details

Keywords: ESG; Sustainability; Investment Management; Finance; Corporate Social Responsibility; Integrated Corporate Reporting; Corporate Social Responsibility and Impact; Investment; Environmental Sustainability; Corporate Governance