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      • Faculty Publications  (45)

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      • April 2017 (Revised March 2024)
      • Case

      Making Target the Target: Boycotts and Corporate Political Activity

      By: Nien-hê Hsieh and Victor Wu
      Through the challenges facing Target, the case examines ways in which corporations can become involved in political and legislative debates and processes, ranging from campaign contributions to lobbying to political activism. In 2016, Target CEO Brian Cornell must... View Details
      Keywords: Boycott; Corporate Political Activity; Lobbying; LGBTQ; Campaign Contributions; Campaign Finance; Retail; Shareholder Activism; Public Opinion; Social Issues; Corporate Social Responsibility and Impact; Mission and Purpose; Problems and Challenges; Laws and Statutes; Rights; Crisis Management; Risk Management; Media; Political Elections; Taxation; Corporate Accountability; Values and Beliefs; Fairness; Diversity; Customers; Communication; Business and Government Relations; Retail Industry; United States
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      Hsieh, Nien-hê, and Victor Wu. "Making Target the Target: Boycotts and Corporate Political Activity." Harvard Business School Case 317-113, April 2017. (Revised March 2024.)
      • January 12, 2017
      • Blog Post

      Short-Termism and Shareholder Payouts: Getting Corporate Capital Flows Right

      By: Jesse Fried and Charles CY Wang
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      Fried, Jesse, and Charles CY Wang. "Short-Termism and Shareholder Payouts: Getting Corporate Capital Flows Right." Harvard Law School Forum on Corporate Governance (January 12, 2017). https://corpgov.law.harvard.edu/2017/01/12/short-termism-and-shareholder-payouts-getting-corporate-capital-flows-right/.
      • December 2016
      • Article

      Deal Process Design in Management Buyouts

      By: Guhan Subramanian
      Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and... View Details
      Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness
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      Subramanian, Guhan. "Deal Process Design in Management Buyouts." Harvard Law Review 130, no. 2 (December 2016): 590–658.
      • October 2016 (Revised October 2017)
      • Case

      Misaki Capital and Sangetsu Corporation

      By: Ian Gow, Charles C.Y. Wang, Naoko Jinjo and Nobuo Sato
      Japan’s corporate culture has traditionally prioritized the interests of stakeholders such as customers, employees, and suppliers over those of shareholders. After a decades-long economic slump, Japan’s government has revitalized efforts to improve corporate governance... View Details
      Keywords: Activist Investing; Constructivist Investing; Japan; Valuation; Stock Screens; Return On Equity; Investment; Business and Stakeholder Relations; Corporate Governance; Financial Strategy; Business and Shareholder Relations; Japan
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      Gow, Ian, Charles C.Y. Wang, Naoko Jinjo, and Nobuo Sato. "Misaki Capital and Sangetsu Corporation." Harvard Business School Case 117-007, October 2016. (Revised October 2017.)
      • September 2016
      • Article

      Disproportional Control Rights and the Bonding Role of Debt

      By: Aiyesha Dey, Valeri Nikolaev and Xue Wang
      We examine the governance role of debt in the context of U.S.-based dual class ownership structures. We hypothesize that the use of debt alleviates the conflict between shareholder classes by balancing the power of controlling insiders. We document that dual class... View Details
      Keywords: Dual Class; Private Debt; Debt Covenants; Bonding Mechanisms; Ownership Type; Capital Structure; Borrowing and Debt
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      Dey, Aiyesha, Valeri Nikolaev, and Xue Wang. "Disproportional Control Rights and the Bonding Role of Debt." Management Science 62, no. 9 (September 2016): 2581–2614.
      • June 2016
      • Case

      Controversy over Executive Remuneration at BP

      By: V.G. Narayanan and Ashley Hartman
      In March 2016, BP disclosed that its chief executive officer, Bob Dudley, would receive a $19.6 million compensation package, a 20% increase in total compensation over the previous year. BP justified the amount, emphasizing that the company delivered strong results... View Details
      Keywords: Executive Compensation
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      Narayanan, V.G., and Ashley Hartman. "Controversy over Executive Remuneration at BP." Harvard Business School Case 116-063, June 2016.
      • 2017
      • Working Paper

      What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management

      By: Eugene F. Soltes, Suraj Srinivasan and Rajesh Vijayaraghavan
      Shareholder proposals provide investors an opportunity to exercise their decision rights within firms, but managers can seek permission from the Securities and Exchange Commission (SEC) to dismiss proposals. We find that managers seek to exclude 39% of all proposals... View Details
      Keywords: Voting; Business and Shareholder Relations
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      Soltes, Eugene F., Suraj Srinivasan, and Rajesh Vijayaraghavan. "What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management." Harvard Business School Working Paper, No. 16-132, May 2016. (Revised October 2017.)
      • April 2016 (Revised June 2017)
      • Teaching Note

      Dollar General Bids for Family Dollar

      By: Jonas Heese, Paula A. Price and Suraj Srinivasan
      In spring 2015, Dollar General CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over 11,500... View Details
      Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry
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      Heese, Jonas, Paula A. Price, and Suraj Srinivasan. "Dollar General Bids for Family Dollar." Harvard Business School Teaching Note 116-052, April 2016. (Revised June 2017.)
      • January 2016 (Revised January 2019)
      • Case

      The Allergan Board Under Fire (A)

      By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
      In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details
      Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry
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      Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)
      • January 2016 (Revised January 2019)
      • Supplement

      The Allergan Board Under Fire (B)

      By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
      In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details
      Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry
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      Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)
      • November 2015 (Revised October 2017)
      • Case

      Dollar General Bids for Family Dollar

      By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane
      In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over... View Details
      Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry; United States
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      Heese, Jonas, Paula A. Price, Suraj Srinivasan, and David Lane. "Dollar General Bids for Family Dollar." Harvard Business School Case 116-007, November 2015. (Revised October 2017.)
      • April 2015 (Revised July 2015)
      • Case

      Proxy Access at Whole Foods

      By: Jay Lorsch and Emily McTague
      Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details
      Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America
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      Lorsch, Jay, and Emily McTague. "Proxy Access at Whole Foods." Harvard Business School Case 415-073, April 2015. (Revised July 2015.)
      • January 2015
      • Article

      Are Incentives Without Expertise Sufficient? Evidence from Fortune 500 Firms

      By: Emilie R. Feldman and Cynthia A. Montgomery
      Agency theory predicts that incentives will align agents' interests with those of principals. However, the resource-based view suggests that to be effective, the incentive to deliver must be paired with the ability to deliver. Using Fortune 500 boards as an... View Details
      Keywords: Board Of Directors; Corporate Governance; Incentives; Expertise; Motivation and Incentives; Governing and Advisory Boards; Experience and Expertise; Agency Theory
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      Feldman, Emilie R., and Cynthia A. Montgomery. "Are Incentives Without Expertise Sufficient? Evidence from Fortune 500 Firms." Strategic Management Journal 36, no. 1 (January 2015): 113–122.
      • March 2014 (Revised May 2014)
      • Teaching Note

      The TELUS Share Conversion Proposal

      By: Lucy White and Benjamin C. Esty
      On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details
      Keywords: Proxy Contest; Proxy Battle; Proxy Advisor; ISS; Glass Lewis & Co.; Hedge Fund; Short Selling; Share Lending; Telecommunications; Voting Rights; Empty Voting; Equity Decoupling; Share Unification; Dual Class Shares; Canada; Exchange Ratio; Shareholder Activism; Shareholder Votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY)
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      White, Lucy, and Benjamin C. Esty. "The TELUS Share Conversion Proposal." Harvard Business School Teaching Note 214-003, March 2014. (Revised May 2014.)
      • March 2014 (Revised September 2019)
      • Teaching Note

      Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

      By: Suraj Srinivasan and Charles C.Y. Wang
      This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm CEO's pay was inflated and... View Details
      Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committee; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations
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      Srinivasan, Suraj, and Charles C.Y. Wang. "Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'." Harvard Business School Teaching Note 114-065, March 2014. (Revised September 2019.)
      • February 2014
      • Article

      Governance and CEO Turnover: Do Something or Do the Right Thing?

      By: Ray Fisman, Rakesh Khurana, Matthew Rhodes-Kropf and Soojin Yim
      We study how corporate governance affects firm value through the decision of whether to fire or retain the CEO. We present a model in which weak governance—which prevents shareholders from controlling the board—protects inferior CEOs from dismissal, while at the same... View Details
      Keywords: Governing and Advisory Boards; Value; Retention; Resignation and Termination; Corporate Governance; Management Teams; Business and Shareholder Relations
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      Fisman, Ray, Rakesh Khurana, Matthew Rhodes-Kropf, and Soojin Yim. "Governance and CEO Turnover: Do Something or Do the Right Thing?" Management Science 60, no. 2 (February 2014): 319–337.
      • October 2013 (Revised September 2014)
      • Case

      The TELUS Share Conversion Proposal

      By: Lucy White, Benjamin C. Esty and Lisa Mazzanti
      On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details
      Keywords: Proxy Contest; Proxy Battle; Proxy Advisor; ISS; Glass Lewis & Co.; Hedge Fund; Short Selling; Share Lending; Telecommunications; Voting Rights; Empty Voting; Equity Decoupling; Share Unification; Dual Class Shares; Canada; Exchange Ratio; Shareholder Activism; Shareholder Votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY)
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      White, Lucy, Benjamin C. Esty, and Lisa Mazzanti. "The TELUS Share Conversion Proposal." Harvard Business School Case 214-001, October 2013. (Revised September 2014.)
      • July 2013 (Revised September 2019)
      • Case

      Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

      By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker
      This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and... View Details
      Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry
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      Srinivasan, Suraj, Charles C.Y. Wang, and Kelly Baker. "Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'." Harvard Business School Case 114-005, July 2013. (Revised September 2019.)
      • 5 Feb 2013
      • Conference Presentation

      Financing Entrepreneurial Growth

      By: Tom Alberg, Andrew A. Bogan, Harold Bradley, Robert D. Cooter, Monika Gruter Cheney, Oliver R. Goodenough, William R. Hambrecht, Frank Hatheway, Thomas F. Hellmann, Marianne Hudson, Jared Konczal, Josh Lerner, Robert E. Litan, Diane Mulcahy, Ramana Nanda, Frank Partnoy, Joe Ratterman, Nava Ravikant, Jay R. Ritter, Alicia Robb, David T. Robinson, Allison Schrager, Barry Silbert, E. R. Sirri, Daniel Stangler and Sharon Vosmek

      Despite recent innovations in entrepreneurial finance, particularly at the early stage of business creation, many new and young companies continue to face hurdles to acquire capital.

      The Kauffman Foundation addressed current challenges and opportunities in... View Details

      Keywords: Finance; Entrepreneurial Finance; Venture Capital; Entrepreneurship; United States
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      Alberg, Tom, Andrew A. Bogan, Harold Bradley, Robert D. Cooter, Monika Gruter Cheney, Oliver R. Goodenough, William R. Hambrecht, Frank Hatheway, Thomas F. Hellmann, Marianne Hudson, Jared Konczal, Josh Lerner, Robert E. Litan, Diane Mulcahy, Ramana Nanda, Frank Partnoy, Joe Ratterman, Nava Ravikant, Jay R. Ritter, Alicia Robb, David T. Robinson, Allison Schrager, Barry Silbert, E. R. Sirri, Daniel Stangler, and Sharon Vosmek. "Financing Entrepreneurial Growth." Paper presented at the State of Entrepreneurship Address, Ewing Marion Kauffman Foundation, Washington, DC, USA, February 5, 2013.
      • March 2011
      • Case

      MorphoSys AG: The Evolution of a Biotechnology Business Model

      By: Gary P. Pisano, Ryan Johnson and Carin-Isabel Knoop
      In the biotech world, the 18-year-old Munich-based company MorphoSys was a rarity: it was profitable. The company achieved this profitability not by developing and selling its own drugs, but by licensing access to its proprietary library of human antibodies. Recently,... View Details
      Keywords: Business Model; Profit; Intellectual Property; Rights; Risk Management; Digital Platforms; Product Development; Business and Shareholder Relations; Vertical Integration; Biotechnology Industry; Munich
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      Pisano, Gary P., Ryan Johnson, and Carin-Isabel Knoop. "MorphoSys AG: The Evolution of a Biotechnology Business Model." Harvard Business School Case 611-046, March 2011.
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