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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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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

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

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

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

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

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)
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

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

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

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

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

April 2011
Article

Ownership Structure and the Cost of Corporate Borrowing

By: Chen Lin, Yue Ma, Paul Malatesta and Yuhai Xuan

This article identifies an important channel through which excess control rights affect firm value. Using a new, hand-collected data set on corporate ownership and control of 3,468 firms in 22 countries during the 1996-2008 period, we find that the cost of debt... View Details

Keywords: Borrowing and Debt; Cash Flow; Cost; Financing and Loans; Governance Controls; Ownership Stake; Business and Shareholder Relations

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September 2023
Case

David Beckham (A)

By: Anita Elberse and David Moreno Vicente

In January 2022, superstar-athlete-turned-entrepreneur David Beckham is deciding on a proposal that has the potential to significantly change the trajectory of his business career: Authentic Brands Group (‘Authentic’) has offered to engage in a strategic partnership... View Details

Keywords: Joint Ventures; Decisions; Brands and Branding; Negotiation Offer; Partners and Partnerships; Sports

June 2021 (Revised November 2021)
Case

Asian Corporate Governance Association: Stemming a 'Race to the Bottom' by Stock Exchanges?

By: Charles C.Y. Wang and Billy Chan

This case describes the movement towards dual-class listings on Asian stock exchanges and the efforts of the Asian Corporate Governance Association (ACGA), a not-for-profit shareholder advocacy group, to discourage this trend. As a not-for-profit organization with no... View Details

Keywords: Corporate Governance; Governance Controls; Nonprofit Organizations; Stocks; Financial Markets; Financial Services Industry; Hong Kong; China; Asia

August 2013
Article

Corporate Ownership Structure and the Choice Between Bank Debt and Public Debt

By: Chen Lin, Yue Ma, Paul Malatesta and Yuhai Xuan

This paper examines the relation between a borrowing firm's ownership structure and its choice of debt source using a novel, hand-collected data set on corporate ownership, control, and debt structures for 9,831 firms in 20 countries from 2001 to 2010. We find that the... View Details

Keywords: Governance; Ownership; Borrowing and Debt; Corporate Finance

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January 2025
Case

A Tiger in the Tank: Exxon Sues Investors

By: Clayton S. Rose, Sarah Sasso and James Weber

In June 2024, investors were trying to make sense of ExxonMobil’s (Exxon) lawsuit against two impact investors, Arjuna Capital (Arjuna) and Follow This, that had just been dismissed by the U.S. District Court of Northern Texas. Exxon’s suit challenged the rights of two... View Details

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