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March 2018
Supplement

China Vanke: Battle for Control (B)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

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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April 2013
Supplement

AIG and the American Taxpayers (B)

By: Karthik Ramanna and Matthew Shaffer

Explores the decision faced by AIG's board on whether to join shareholder and ex-CEO Maurice Greenberg's lawsuit against the U.S. government. The suit, argued by super-lawyer David Boies (of Bush v. Gore and California Gay Marriage fame), claims that in September 2008... View Details

Keywords: Financial Markets; Financial Policy; Property Rights; Financial Institutions; Financial Crisis; Financial Management; Insurance Industry; United States

26 Mar 2013
News

Is the Dell Stub the Right Investment for You?: Real M&A

05 Jul 2006
Working Paper Summaries

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

Keywords: by Ray Fisman, Rakesh Khurana & Matthew Rhodes-Kropf

February 2009 (Revised June 2010)
Background Note

Note on Measuring Controlling Shareholder's Ownership, Voting, and Control Rights

Founders and their families can raise equity without relinquishing control of their companies through the use of mechanisms such as dual-class stock, pyramidal ownership, voting agreements, and disproportionate board representation. The use of these mechanisms in... View Details

Keywords: Equity; Corporate Governance; Governing and Advisory Boards; Measurement and Metrics; Ownership Stake; Business and Shareholder Relations; Valuation

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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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

10 Oct 2005
Research & Ideas

Corporate Responsibility and the Environment: What is the Right Thing To Do?

help shareholder returns, that is designated CSP. Of course, if it serves the shareholder, then it is perfectly reasonable behavior that management should engage in. There is, in other words, nothing special about it. Q: The book brought... View Details

Keywords: by Manda Salls

January 2004
Teaching Note

Worker Rights and Global Trade: The U.S.-Cambodia Bilateral Textile Trade Agreement (TN)

Teaching Note to (9-703-034). View Details

Keywords: Rights; Labor; Trade; Agreements and Arrangements; Markets; Business and Shareholder Relations; Development Economics; United States; Cambodia

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

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

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

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

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

2021
Book

The Power of Trust: How Companies Build It, Lose It, Regain It

By: Sandra J. Sucher and Shalene Gupta

Trust is the most powerful force underlying the success of every business. Yet it can be shattered in an instant, with a devastating impact on a company’s market cap and reputation. How to build and sustain trust requires fresh insight into why customers, employees,... View Details

June 2017 (Revised August 2018)
Supplement

Making Target the Target: Boycotts and Corporate Political Activity (B)

By: Nien-hê Hsieh and Victor Wu

Supplements the (A) Case. View Details

Research Summary

The Corporate Governance Role of Taxes

Dyck introduces evidence that private benefits of control are higher in countries with poor tax enforcement and in ongoing work explores further this correlation using both theory and empirical work from the United States and Russia. This work illustrates that the... View Details

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

31 Jan 2017
News

Murdochs, Sons of Immigrant, Wade Into Debate on Trump Order

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