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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

Article

ESG Integration in Investment Management: Myths and Realities

By: Sakis Kotsantonis, Christopher Pinney and George Serafeim

The authors’ aim in this article is to set the record straight on the financial performance of sustainable investing while also correcting a number of other widespread misconceptions about this rapidly growing set of principles and methods. Myth Number 1:... View Details

Keywords: ESG; Sustainability; Investment Management; Finance; Corporate Social Responsibility; Integrated Corporate Reporting; Corporate Social Responsibility and Impact; Investment; Environmental Sustainability; Corporate Governance

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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

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

Article

Professionalism, Fiduciary Duty, and Health-Related Business Leadership

By: Joshua D. Margolis

Expanding fiduciary duty to leaders of health-related businesses can help leaders meet the challenges of caring for not only the corporation and shareholders but also the patients and medical professionals. How should leaders of health-related businesses weigh the... View Details

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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

2015
Other Unpublished Work

Do Managers Have a Role to Play in Sustaining the Institutions of Capitalism?

By: Rebecca Henderson and Karthik Ramanna

In a capitalist system based on free markets, do managers have responsibilities to the system itself? If they do, should these responsibilities shape their behavior when they engage in the political processes that structure the institutions of capitalism? The... View Details

Keywords: Capitalism; Lobbying; Leadership; Economic Systems; Managerial Roles; Business and Government Relations

2014
Chapter

Can For-Profit Corporations Be Good Citizens? Perspectives from Four Business Leaders

By: Nien-he Hsieh

This chapter serves an epilogue, turning to ask practitioners how they would answer the question, "Can for-profit corporations be good citizens?" In reflecting on their answers, the chapter puts forward an account that grounds the purpose and responsibilities of... 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

2014
Other Unpublished Work

Government-held Equity in Foreign Investment Projects: Good for Host Countries?

By: Louis T. Wells

Host governments have often sought some equity in mining and other foreign investment projects, but as shareholders they have rarely gained what they anticipated. Only in special cases might the benefits to governments outweigh the risks and often unanticipated costs... View Details

Keywords: Foreign Direct Investment; Equity; Business and Government Relations

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

October 2013 (Revised August 2015)
Case

Outotec (A): Project Capture

By: Robert J. Dolan and Doug J. Chung

Outotec was a market leader in providing mining solutions to large mining companies. The company’s specialization and proprietary technology created value for its customers and helped the firm differentiate from its competitors. Yet, Outotec was not pricing or... View Details

Keywords: Value-based Pricing; Bargaining Power Of Buyers; Marketing; Segmentation; Price; Policy; Sales; Management; Value Creation; Mining Industry

October 2013 (Revised August 2015)
Supplement

Outotec (B): Action Plan

By: Robert J. Dolan and Doug J. Chung

Outotec was a market leader in providing mining solutions to large mining companies. The company’s specialization and proprietary technology created value for its customers and helped the firm differentiate from its competitors. Yet, Outotec was not pricing or... View Details

Keywords: Value-based Pricing; Bargaining Power Of Buyers; Marketing; Segmentation; Price; Policy; Sales; Management; Value Creation; Mining Industry

2013
Article

Multinational Corporations, Global Justice and Corporate Responsibility: A Question of Purpose

By: Nien-he Hsieh

Do multinational corporations (MNCs) have a responsibility to address unjust conditions—not simply by refraining from contributing to injustice, but also by actively working to bring about a just state of affairs? This paper examines whether this question can be... View Details

Keywords: Multinational Corporations; Global Justice; Corporate Purpose; Corporate Responsibility; Human Needs; Multinational Firms and Management; Corporate Social Responsibility and Impact

2013
Working Paper

Managers and Market Capitalism

By: Rebecca Henderson and Karthik Ramanna

In a capitalist system based on free markets, do managers have responsibilities to the system itself? If they do, should these responsibilities shape their behavior when they are engaging in the political process in an attempt to structure the institutions of... View Details

Keywords: Market Design; Economic Systems; Managerial Roles; Government and Politics

January 2013
Article

Level Two Negotiations: Helping the Other Side Meet Its 'Behind-the-Table' Challenges

By: James K. Sebenius

A long analytic tradition has explored the challenge of productively synchronizing "internal" with "external" negotiations, with a special focus on how each side can best manage internal opposition to agreements negotiated "at the table." Implicit in much of this work... View Details

Keywords: James Baker; Internal Negotiation; Dispute Resolution; Bargaining; Two-level Games; Negotiation; Germany; United States

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November 2012 (Revised May 2013)
Case

ASUSTeK and the Google Nexus 7 Tablet

By: Willy C. Shih and Jyun-Cheng Wang

Days after Jerry Shen introduced a new tablet computer at the Consumer Electronics Show, a Google meeting convinced him to go with a lower price point and co-branding as the Nexus 7. While his company would have a premier position at launch, companies like Samsung... View Details

2012
Working Paper

Level II Negotiations: Helping the Other Side Meet Its 'Behind the Table' Challenges

By: James K. Sebenius

A long analytic tradition explores the challenge of productively synchronizing "internal" with "external" negotiations, especially focusing on how each side can best manage internal opposition to agreements negotiated "at the table." Implicit in much of this work is... View Details

Keywords: Negotiation; Conflict Management; Agreements and Arrangements; Government and Politics; Mathematical Methods; United States; Germany

2012
Other Unpublished Work

What Are We Meeting For? The Consequences of Private Meetings with Investors

By: Eugene F. Soltes and David H. Solomon

Executives of publicly-traded firms spend considerable time meeting privately with investors, despite regulation restricting their ability to convey material nonpublic information. Using a set of records of all one-on-one meetings between senior management and... View Details

Keywords: Decision Choices and Conditions; Investment; Investment Funds; Governing Rules, Regulations, and Reforms; Management Teams; Public Ownership; Business and Shareholder Relations

August 2011 (Revised October 2015)
Case

Boardroom Battle Behind Bars: Gome Electrical Appliances Holdings—A Corporate Governance Drama

By: William C. Kirby and Tracy Yuen Manty

Despite widespread news of the incarceration of Gome Electronics' CEO, Huang Guangyu, Bain Capital felt they carefully undertook due diligence before making a significant investment in the company. The venture capital firm was confident that it and the current... View Details

Keywords: China; Legal Aspects Of Business; Corruption; Risk; Corporate Governance; Crime and Corruption; Power and Influence; Risk Management; Business and Shareholder Relations; Venture Capital; Ethics; Governing and Advisory Boards; Governing Rules, Regulations, and Reforms; Values and Beliefs; Private Equity; China

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