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- All HBS Web (58)
- Faculty Publications (39)
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- All HBS Web (58)
- Faculty Publications (39)
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- June 1994 (Revised December 1997)
- Case
Safeway, Inc.'s Leveraged Buyout (A)
After years of deteriorating financial performance and eroding market position, Safeway, Inc., the largest public grocery store chain in the United States, found itself the target of a hostile takeover offer. Management decided to take the company private in a $4.3... View Details
Wruck, Karen, and Steve-Anna Stephens. "Safeway, Inc.'s Leveraged Buyout (A)." Harvard Business School Case 294-139, June 1994. (Revised December 1997.)
- October 2007 (Revised December 2008)
- Background Note
Evaluating M&A Deals: How Poison Pills Work
The poison pill defense against hostile takeovers was invented in 1982 by Martin Lipton, of Wachtell, Lipton, Rosen and Katz. Pills are considered the most effective of all the normal defenses against a hostile bidder. Describes the two basic types of poison pills... View Details
Baldwin, Carliss Y. "Evaluating M&A Deals: How Poison Pills Work." Harvard Business School Background Note 208-061, October 2007. (Revised December 2008.)
- March 2001 (Revised December 2003)
- Case
Circon (A)
By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A... View Details
Keywords: Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States
Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
- November 2010
- Article
A New Era for Raiders
The article presents information on corporate methods of preventing hostile takeovers by corporate raiders, such as the poison pill strategy. It is noted that some of these techniques have become less popular and effective. An argument is presented that Section 203 of... View Details
Subramanian, Guhan. "A New Era for Raiders." Harvard Business Review 88, no. 11 (November 2010): 34.
- December 1999 (Revised April 2000)
- Case
Franco Bernabe: Reflections on Telecom Italia (A)
By: Linda A. Hill and Kristin Doughty
In November 1998, Franco Bernabe left ENI to become CEO of Telecom Italia, Italy's primary telecommunications provider. Three months later, Roberto Colaninno, CEO of Olivetti SpA, an Italian computer and telecom company one fifth the size of Telecom Italia, launched a... View Details
Hill, Linda A., and Kristin Doughty. "Franco Bernabe: Reflections on Telecom Italia (A)." Harvard Business School Case 400-060, December 1999. (Revised April 2000.)
- October 1998 (Revised January 1999)
- Case
Echlin vs. SPX
By: Paul M. Healy, Bjorn N. Jorgensen and Penny Joseph
Echlin has received a hostile takeover offer from SPX. Both companies have been undertaking major restructurings, and Echlin's shareholders face a difficult decision of whether to support current management or sell out to SPX. Students are asked to analyze the two... View Details
Healy, Paul M., Bjorn N. Jorgensen, and Penny Joseph. "Echlin vs. SPX." Harvard Business School Case 199-010, October 1998. (Revised January 1999.)
- July 1990 (Revised August 1990)
- Case
Kaiser Steel Corporation, 1950
By: Timothy A. Luehrman and William Schiano
Examines Kaiser Steel's initial equity offering in 1950. The first case in a sequence that will trace the history of corporate restructurings that occurred 30 to 40 years later, in the 1980s. Subsequent cases examine foreign competition and labor unrest, hostile... View Details
Keywords: Business History; Competition; Initial Public Offering; Capital Structure; Restructuring; Capital Markets; Ownership; Steel Industry; United States
Luehrman, Timothy A., and William Schiano. "Kaiser Steel Corporation, 1950." Harvard Business School Case 291-005, July 1990. (Revised August 1990.)
- March 2009 (Revised September 2010)
- Case
HOYA Corporation (A)
By: W. Carl Kester and Masako Egawa
In 2007, HOYA of Japan must decide whether to change its friendly exchange offer for Pentax into a hostile cash tender offer. A surprising sequence of events had caused a friendly merger agreement to fall apart, resulting in a boardroom coup at Pentax and the... View Details
Keywords: Mergers and Acquisitions; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Negotiation Tactics; Business and Shareholder Relations; Valuation; Japan
Kester, W. Carl, and Masako Egawa. "HOYA Corporation (A)." Harvard Business School Case 209-065, March 2009. (Revised September 2010.)
- January 2006 (Revised July 2016)
- Case
Gordon Bethune at Continental Airlines
By: Nitin Nohria, Anthony Mayo and Mark Benson
A $385 million loss for the final months of fiscal year 1994 signaled Continental might go bankrupt. Could new CEO Gordon Bethune turn Continental around? Continental was in dire straits because the deregulation of the commercial airline industry in 1978 ushered in a... View Details
Keywords: Transformation; Insolvency and Bankruptcy; Profit; Leading Change; Organizational Change and Adaptation; Performance Improvement; Labor and Management Relations; Air Transportation Industry
Nohria, Nitin, Anthony Mayo, and Mark Benson. "Gordon Bethune at Continental Airlines." Harvard Business School Case 406-073, January 2006. (Revised July 2016.)
- January 1997
- Case
Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)
Since the 1960s, SMI has quietly executed a series of brilliantly negotiated takeovers throughout Europe, often acquiring companies much larger than itself. Despite formidable obstacles, SMI has managed to acquire state-owned competitors in Italy and France, as well as... View Details
Keywords: Acquisition; Corporate Governance; International Relations; Negotiation Tactics; Consolidation; Mining Industry; Europe
Sebenius, James K. "Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)." Harvard Business School Case 897-085, January 1997.
- October 2007 (Revised July 2016)
- Teaching Note
Gordon Bethune at Continental Airlines
By: Anthony J. Mayo
A $385 million loss for the final months of fiscal year 1994 signaled Continental might go bankrupt. Could new CEO Gordon Bethune turn Continental around? Continental was in dire straits because the deregulation of the commercial airline industry in 1978 ushered in a... View Details
- November 2015 (Revised March 2018)
- Case
Air Products' Pursuit of Airgas (A)
By: Charles C.Y. Wang, Paul M. Healy, Penelope Rossano and Kyle Thomas
This case centers around the Air Products' hostile takeover attempt of Airgas in 2010. Air Products argued that its offer of a 38% premium is generous given Airgas' poor performance, which Air Products attributed to underperforming and entrenched managers at Airgas. On... View Details
Keywords: Acquisition; Business and Shareholder Relations; Industrial Products Industry; Energy Industry; Chemical Industry
Wang, Charles C.Y., Paul M. Healy, Penelope Rossano, and Kyle Thomas. "Air Products' Pursuit of Airgas (A)." Harvard Business School Case 116-024, November 2015. (Revised March 2018.)
- April–May 2021
- Article
Labor Mobility and Antitakeover Provisions
By: Aiyesha Dey and Joshua White
How do firms protect their human capital? We test whether firms facing an increased threat of being acquired strengthen their antitakeover provisions (ATPs) in order to bond with their employees. We use the adoption of the Inevitable Disclosure Doctrine (IDD) by U.S.... View Details
Keywords: Labor Mobility; Antitakeover Provisions; Trade Secrets; Implicit Contracting; Employee Bonding; Corporate Governance; Acquisition; Human Capital; Strategy; Innovation and Invention; Intellectual Property; Safety
Dey, Aiyesha, and Joshua White. "Labor Mobility and Antitakeover Provisions." Art. 101388. Journal of Accounting & Economics 71, nos. 2-3 (April–May 2021).
- December 1997
- Case
American Cyanamid (A) & (B) (Combined)
American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest merger-and-acquistion transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had... View Details
Keywords: Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Conflict and Resolution; Pharmaceutical Industry
Wruck, Karen, and Sherry P. Roper. "American Cyanamid (A) & (B) (Combined)." Harvard Business School Case 898-120, December 1997.
- April 1998 (Revised May 2001)
- Supplement
Acquisition of Consolidated Rail Corporation (B), The
By: Benjamin C. Esty, Lori A. Flees and Mathew M Millett
Eight days after CSX announced it was going to buy Consolidated Rail (Conrail) for $88.65 per share, Norfolk Southern made a hostile $100 per share bid for Conrail. Over the next several months, the potential acquirers upped their bids while exchanging criticism in the... View Details
Keywords: Law; Valuation; Rail Transportation; Bids and Bidding; Governance Controls; Mergers and Acquisitions; Business Strategy; Corporate Finance; Rail Industry; United States
Esty, Benjamin C., Lori A. Flees, and Mathew M Millett. "Acquisition of Consolidated Rail Corporation (B), The." Harvard Business School Supplement 298-095, April 1998. (Revised May 2001.)
- May 2010
- Article
Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008
By: Guhan Subramanian, Steven Herscovici and Brian Barbetta
Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause... View Details
Keywords: Courts and Trials; Opportunities; Bids and Bidding; Laws and Statutes; Decisions; Change; Acquisition; United States
Subramanian, Guhan, Steven Herscovici, and Brian Barbetta. "Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008." Business Lawyer 65, no. 3 (May 2010): 685–752. (Selected by academics as one of the “top ten” articles in corporate/securities law for 2010, out of 447 articles published in that year.)
- 16 Mar 2010
- First Look
First Look: March 16
anti-trust immunity. Capitalism is not a natural system and it did not emerge or spread by an unguided process like biological evolution; it has only existed since the liberation of the markets for land, labor, and capital, i.e., the end of feudalism. Its spread is a... View Details
Keywords: Martha Lagace
- January 2022 (Revised April 2025)
- Case
Steem Versus Hive: Testing Blockchain Governance
By: Shikhar Ghosh and Shweta Bagai
This case examines a pivotal governance conflict that occurred in 2020 when Justin Sun, founder of the TRON blockchain, acquired Steemit Inc., the company behind a popular social media platform operating on the Steem blockchain. Steem, launched in 2016 by Daniel... View Details
Keywords: Blockchain; Mergers and Acquisitions; Values and Beliefs; Corporate Governance; Organizational Culture; Social and Collaborative Networks; Technology Industry
Ghosh, Shikhar, and Shweta Bagai. "Steem Versus Hive: Testing Blockchain Governance." Harvard Business School Case 822-075, January 2022. (Revised April 2025.)
- 2011
- Book
Capitalism: Its Origins and Evolution as a System of Governance
By: Bruce R. Scott
Capitalism, as defined in this book, is an indirect, three-level system of governance for economic relationships (i.e., economic, administrative, and political). Whereas economic markets can coordinate supply and demand within an existing system thanks to the invisible... View Details
Keywords: Economic Systems; Price; Governance; Government and Politics; Books; Markets; Relationships; System
Scott, Bruce R. Capitalism: Its Origins and Evolution as a System of Governance. Springer, 2011.
- 09 May 2017
- What Do You Think?
Should Management Be Primarily Responsible to Shareholders?
align managers’ interests with those of shareholders), a reduction in the defenses against hostile takeovers (that typically increase short-term value for owners of the acquired company), increased merger... View Details
Keywords: by James Heskett