Publications
Publications
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- All HBS Web
(171)
- Faculty Publications (60)
- December 2019 (Revised November 2023)
- Background Note
Legal Analysis: Insider Trading Liability
By: Trevor Fetter, Eugene F. Soltes and Grant Wahlquist
There are numerous restrictions against trading on material, nonpublic information (MNPI)—typically called “insider trading.” This note describes the limitations facing managers and investors as enforced civilly and criminally within the United States. View Details
- September 2019
- Article
Contingent Capital Trigger Effects: Evidence from Liability Management Exercises
By: Boris Vallée
This paper investigates the so called liability management exercises by European banks, which bear comparable effects to triggering contingent capital. I first explore the determinants of these exercises. I then study market reactions to these operations as well as... View Details
- January 2019 (Revised May 2019)
- Case
When Trolls Attack: Carbonite vs. Oasis Research
By: Lauren H. Cohen, Umit G. Gurun, Scott Duke Kominers and Sarah Mehta
This case, set in October 2017, follows Danielle Sheer, general counsel for Carbonite, as she defends the company against claims of patent infringement. It provides a broad overview of the U.S. patent system and explores the impact that non-practicing entities... View Details
- June 2017 (Revised September 2021)
- Case
Sales Misconduct at Wells Fargo Community Bank
Set in early 2017, this case examines widespread sales misconduct at Wells Fargo Community Bank. Wells Fargo's governance and controls are described in the lead up to the September 2016 announcement that Wells Fargo had settled with regulators for $185 million in... View Details
Keywords: Corporate Governance; Governance Controls; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Executive Compensation; Lawsuits and Litigation; Crisis Management; Mission and Purpose; Organizational Design; Business and Community Relations; Business and Government Relations; Crime and Corruption; Business Organization; Business Model; Ethics; Corporate Accountability; Governance Compliance; Policy; Compensation and Benefits; Resignation and Termination; Laws and Statutes; Legal Liability; Business or Company Management; Risk Management; Business Processes; Organizational Culture; Organizational Structure; Failure; Agency Theory; Business and Shareholder Relations; Business and Stakeholder Relations; Risk and Uncertainty; Salesforce Management; Public Opinion; Banking Industry; North and Central America
- Article
The Error at the Heart of Corporate Leadership
By: Joseph L. Bower and Lynn S. Paine
Agency theory, a new model of governance promulgated by academic economists in the 1970s, is behind the idea that corporate managers should make shareholder value their primary concern and that boards should ensure they do. The theory regards shareholders as owners of... View Details
- June 2015
- Article
The Organization of Enterprise in Japan
By: Tom Nicholas
Recent research reveals that the joint stock corporation was not a superior form of business organization in many countries historically. In Japan, however, it played a more fundamental role. Between 1896 and 1939 joint stock enterprises accounted for 44 percent of... View Details
Keywords: Japan; Legal Form; Enterprise; Modernization; Business Organization; Entrepreneurship; Japan
- Article
Liability Structure in Small-Scale Finance
By: Fenella Carpena, Shawn Cole, Jeremy Shapiro and Bilal Zia
Microfinance, the provision of small individual and business loans, has experienced dramatic growth, reaching over 150 million borrowers worldwide. Much of the success of microfinance has been attributed to attempts to overcome the challenges of information asymmetries... View Details
- 2013
- Working Paper
Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation
By: Francois Brochet and Suraj Srinivasan
We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details
- December 2012 (Revised November 2014)
- Case
W.R. Grace & Co.: Dealing with Asbestos Torts
By: Stuart C. Gilson and Sarah L. Abbott
A manufacturer of building products and specialty chemicals, W. R. Grace & Co. filed for Chapter 11 bankruptcy in 2001 in response to a flood of lawsuits alleging that its products contained asbestos, and had caused hundreds of thousands of people to contract... View Details
Keywords: Bankruptcy Reorganization; Business Failures; Environmental Regulations; Class Action Lawsuits; Natural Environment; Valuation; Health Disorders; Capital Structure; Restructuring; Lawsuits and Litigation; Chemicals; Crisis Management; Insolvency and Bankruptcy; Legal Liability; Construction Industry; Chemical Industry; United States
- August 2010 (Revised March 2012)
- Supplement
The Dow Acquisition of Rohm and Haas (E)
By: Jay W. Lorsch and Melissa Barton
Dow completed the acquisition of Rohm and Haas and escaped a battle in a Delaware courtroom View Details
- 2009
- Working Paper
Operational Failures and Problem Solving: An Empirical Study of Incident Reporting
By: Julia Rose Adler-Milstein, Sara J. Singer and Michael W. Toffel
Operational failures occur in all industries with consequences that range from minor inconveniences to major catastrophes. Many organizations have implemented incident reporting systems to highlight actual and potential operational failures in order to encourage... View Details
- February 2009 (Revised September 2011)
- Background Note
Business and Human Rights
By: Lynn S. Paine and Lara Adamsons
This note addresses some of the most frequently asked questions about the relation between human rights and business. Topics include the definition of human rights, the business leader's role regarding human rights, and legal liability of companies and executives for... View Details
- October 2008 (Revised January 2015)
- Teaching Note
Polanco: A Fashionable Opportunity
By: Arthur I Segel and Ben Creo
Teaching Note for [209012]. View Details
- December 2007
- Case
Ruling the Modern Corporation: The Debate over Limited Liability in Massachusetts
By: David A. Moss and Eugene Kintgen
In 1830, Governor Levi Lincoln, Jr. urged the Massachusetts state legislature to introduce a limited liability regime for manufacturing corporations similar to that adopted in neighboring states. At least since 1809, shareholders in the state's manufacturing... View Details
- September 2007 (Revised October 2007)
- Supplement
Children's Hospital and Clinics (B)
By: Amy C. Edmondson, Ingrid M. Nembhard and Kate Roloff
Explores the numerous initiatives Children's Hospital and Clinics has undertaken to improve patient safety since the late 1990s--from the perspective of 2007. The case thus updates the A case by revisiting the hospital to find out what happened as a result of the... View Details
- November 2006 (Revised March 2007)
- Case
eDonkey--Deciding the Future of File Sharing
Sam Yagan, CEO of the upstart MetaMachine, Inc., received a letter from the Recording Industry Association of America, Inc. (RIAA) asking him to shut down eDonkey, MetaMachine's popular file-sharing system. In September 2005, more than 30 million users relied on... View Details
- Article
Trust and Incentives in Agency
By: Ramon Casadesus-Masanell and Daniel F Spulber
Contracts between a principal and an agent are not formed in a vacuum. Although formal contracts between a principal and an agent contain explicit incentives for performance, the relationship between a principal and an agent also involves implicit incentives. Three... View Details
- July 2005 (Revised August 2006)
- Background Note
Deception in Business: A Legal Perspective
By: Lynn S. Paine and Christopher Bruner
Discusses several of the most important prohibitions on deception found in U.S. law, starting with the basic elements of liability for fraud and moving to important antifraud provisions in federal statutes, restrictions on "misrepresentation" in consumer and contract... View Details
- November 2004 (Revised February 2006)
- Background Note
Note on Insider Trading Liability
By: Lynn S. Paine and Christopher Bruner
Provides a general description and overview of U.S. law on insider trading, including the basic theories of liability, the responsibilities of securities firm managers to prevent and detect insider trading, and the potential penalties for insider trading. A rewritten... View Details
- September 2004 (Revised April 2005)
- Background Note
Note on Individual and Corporate Liability
By: Lynn S. Paine
Answers some of the most common questions managers ask about potential corporate and individual liability for corporate misconduct under U.S. law. Describes a few general principles of liability that managers should be aware of. A rewritten version of an earlier note. View Details