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05 Mar 2008
Working Paper Summaries

Board of Directors’ Responsiveness to Shareholders: Evidence from Shareholder Proposals

Keywords: by Yonca Ertimur, Fabrizio Ferri & Stephen R. Stubben

2021
Working Paper

Once Bitten, Twice Shy: Learning from Corporate Fraud and Corporate Governance Spillovers

By: Trung Nguyen

This paper finds that investors learn from their experience with corporate fraud and financial misconduct and modify their investment behavior to avoid suspicious firms and increase corporate governance efforts. More specially, mutual funds that experienced corporate... View Details

Keywords: Institutional Investors; Investor Experience; Shareholder Voting; Corporate Fraud; Corporate Governance; Institutional Investing; Behavior; Change; Learning

2008
Working Paper

Laws vs. Contracts: Legal Origins, Shareholder Protections, and Ownership Concentration in Brazil, 1890–1950

By: Aldo Musacchio

The early development of large multidivisional corporations in Latin America required much more than capable managers, new technologies, and large markets. Behind such corporations was a market for capital in which entrepreneurs had to attract investors to buy either... View Details

Keywords: Voting; Entrepreneurship; Investment; Governance Controls; Contracts; Laws and Statutes; Ownership Stake; Brazil

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

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

Article

Laws versus Contracts: Legal Origins, Shareholder Protections, and Ownership Concentration in Brazil, 1890–1950

By: Aldo Musacchio

This article examines some of the institutional conditions that facilitated the development of equity markets in Brazil. A critical factor was the addition of protections for investors to corporate bylaws, which enabled relatively large corporations in Brazil to... View Details

Keywords: Voting; Equity; Financial Markets; Investment; Governance Controls; Business History; Ownership Stake; Brazil

Find at Harvard

2007
Other Unpublished Work

Say on Pay Vote and CEO Compensation: Evidence from the UK

By: Fabrizio Ferri and David Maber

In this study, we examine the effect on CEO pay of new legislation introduced in the United Kingdom (UK) at the end of 2002 that requires publicly-traded firms to submit an executive remuneration report to a non-binding shareholder vote ("say on pay") at the annual... View Details

Keywords: Voting; Corporate Governance; Government Legislation; Executive Compensation; Performance Improvement; Business and Shareholder Relations; United Kingdom

April 2023
Case

Strive Asset Management

By: Suraj Srinivasan, Lynn S. Paine and Aldo Sesia

Strive Asset Management, which launched in 2022, was actively targeting several leading U.S. companies in the upcoming 2023 proxy voting season to stop acquiescing to those large asset managers and other institutional shareholders who were pressing those companies to... View Details

Keywords: ESG; Shareholder Activism; Asset Management; Investment Funds; Corporate Governance; Risk Management; Climate Change; Diversity; Equity; Financial Services Industry; United States

2007
Working Paper

The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing

By: Fabrizio Ferri and Tatiana Sandino

In this paper we examine the economic consequences of over 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and 2004–the first case where the SEC has allowed an accounting matter to be subject to an advisory... View Details

Keywords: Executive Compensation; Financial Reporting; Employee Stock Ownership Plan; Corporate Governance; Investment Activism; Business and Shareholder Relations

14 Feb 2008
Working Paper Summaries

Laws vs. Contracts: Legal Origins, Shareholder Protections, and Ownership Concentration in Brazil, 1890-1950

Keywords: by Aldo Musacchio

January 2023
Teaching Note

The Opioid Settlement and Executive Pay at AmerisourceBergen

By: Suraj Srinivasan and Li-Kuan Ni

Teaching Note for HBS Case No 122-014. In 2020, AmerisourceBergen Corporation, a Fortune 50 company in the drug distribution industry, agreed to settle thousands of lawsuits filed nationwide against the company for its opioid distribution practices that critics alleged... View Details

October 2021 (Revised October 2022)
Case

The Opioid Settlement and Controversy Over CEO Pay at AmerisourceBergen

By: Suraj Srinivasan and Li-Kuan Ni

In 2020, AmerisourceBergen Corporation, a Fortune 50 company in the drug distribution industry, agreed to settle thousands of lawsuits filed nationwide against the company for its opioid distribution practices that critics alleged had contributed to the nationwide... View Details

February 2015 (Revised April 2015)
Case

The Board of Directors at Market Basket

By: Jay W. Lorsch and Emily McTague

The firing of Market Basket CEO Arthur T. Demoulas by his cousin, Arthur S. Demoulas, and directors affiliated with him set off employee protests throughout the grocery store chain. Industry specialists estimated that Market Basket was losing close to ten million... View Details

Keywords: Organizational Behavior; Shareholder Votes; Board Of Directors; Board Dynamics; Board Decisions; Boards; Grocery; Organizational Culture; Organizational Structure; Business and Shareholder Relations; Corporate Governance; Food and Beverage Industry; New England

June 2022 (Revised August 2022)
Case

Sustainability Reporting at Dollar Tree, Inc.

By: Suraj Srinivasan and Li-Kuan Ni

The cases discusses the ESG strategy of Dollar Tree Inc., a U.S. Fortune 500 company in the deep discount retail industry and the and shareholder pressure faced by the company. In 2022, the company faced a shareholder resolution from a renowned shareholder advocacy... View Details

Keywords: ESG; Sustainability; Shareholder Activism; Dollar Tree; Sustainability Reporting; ESG Reporting; Board Of Directors; Shareholder Engagement; GHG; Environmental Accounting; Integrated Corporate Reporting; Trends; Communication; Announcements; Voting; Environmental Management; Climate Change; Environmental Sustainability; Values and Beliefs; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing Rules, Regulations, and Reforms; Policy; Reports; Business or Company Management; Risk Management; Corporate Social Responsibility and Impact; Outcome or Result; Strategic Planning; Business and Stakeholder Relations; Situation or Environment; Opportunities; Civil Society or Community; Social Issues; Public Opinion; Strategy; Adaptation; Alignment; Business Strategy; Corporate Strategy; Value Creation; Retail Industry; United States; Virginia

March 2018 (Revised January 2021)
Case

China Vanke: Battle for Control (A)

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

In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... 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

March 2023
Teaching Note

Sustainability Reporting at Dollar Tree, Inc.

By: Suraj Srinivasan and Li-Kuan Ni

Teaching Note for HBS Case No. 122-044. The case discusses the ESG strategy of Dollar Tree Inc., a U.S. Fortune 500 company in the deep discount retail industry and the shareholder pressure faced by the company. In 2022, the company faced a shareholder resolution from... View Details

Keywords: ESG; Sustainability; Shareholder Activism; Dollar Tree; Sustainability Reporting; ESG Reporting; Board Of Directors; Shareholder Engagement; GHG; Environmental Accounting; Integrated Corporate Reporting; Trends; Communication; Announcements; Voting; Environmental Management; Climate Change; Environmental Sustainability; Values and Beliefs; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing Rules, Regulations, and Reforms; Policy; Reports; Business or Company Management; Risk Management; Corporate Social Responsibility and Impact; Outcome or Result; Strategic Planning; Business and Stakeholder Relations; Situation or Environment; Opportunities; Civil Society or Community; Social Issues; Public Opinion; Strategy; Adaptation; Alignment; Business Strategy; Corporate Strategy; Value Creation; Retail Industry; United States; Virginia

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

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

January 2014 (Revised January 2014)
Case

Showdown at Cracker Barrel

By: Suraj Srinivasan and Tim Gray

In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a... View Details

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