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- September 2014 (Revised March 2015)
- Case
Fast Ion Battery
By: Ramana Nanda, Robert F. White and Stephanie Puzio
John Davidson, a partner at Ware Street Capital (WSC) and a board member at Fast Ion Battery, had just received a phone call from Don Lerner at Bluelock Ventures telling him that Bluelock would not participate in the $5M bridge financing for Fast Ion Battery. Lerner's... View Details
- 2014
- Article
Delaware's Choice
This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this... View Details
- August 15, 2014
- Article
Can an Outside CEO Run a Family-Owned Business?
By: Josh Baron and Rob Lachenauer
This article explores the intricate dynamics that often characterize family-owned businesses, shedding light on key archetypes that play prominent roles within these organizations. Using a narrative approach, the article illustrates the challenges faced by leaders... View Details
- July 2014 (Revised October 2014)
- Case
McKinsey & Co. - Protecting its Reputation (A)
By: Jay Lorsch and Emily McTague
On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda,... View Details
- July 2014 (Revised October 2014)
- Supplement
McKinsey & Co. - Protecting its Reputation (B)
By: Jay Lorsch and Emily McTague
On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda,... View Details
- 2014
- Article
The Governance of Social Enterprises: Mission Drift and Accountability Challenges in Hybrid Organizations
By: Alnoor Ebrahim, Julie Battilana and Johanna Mair
We examine the challenges of governance facing organizations that pursue a social mission through the use of market mechanisms. These hybrid organizations, often referred to as social enterprises, combine aspects of both charity and business at their core. In this... View Details
- 2014
- Chapter
Promoting Corporate Sustainability through Integrated Reporting: The Role of Investment Fiduciaries and the Responsibilities of the Corporate Board
By: Robert G. Eccles, J. Herron and George Serafeim
This book is a comprehensive reference work exploring recent changes and future trends in the principles that govern institutional investors and fiduciaries. A wide range of contributors offer new perspectives on dynamics that drive the current emphasis on short-term... View Details
- July–August 2014
- Article
Sustainability in the Boardroom: Lessons from Nike's Playbook
By: Lynn S. Paine
One surprising role of Nike's corporate responsibility committee is to provide support for innovation. More and more companies recognize the importance of corporate responsibility to their long-term success—and yet the matter gets short shrift in most boardrooms,... View Details
- June 2014 (Revised November 2020)
- Background Note
Board of Directors: An Introductory Note
By: Charles C.Y. Wang, Selina Jan and Kyle Thomas
- June 2014 (Revised May 2017)
- Case
Southeastern Asset Management Challenges Buyout at Dell
By: Paul Healy, Suraj Srinivasan and Aldo Sesia
In late 2012, Michael Dell wants to take Dell Inc., the company he founded, private. Mr. Dell believes that the successful company's transformation from a personal computer (PC) manufacturer to an enterprise solutions and services provider (ESS) is dependent on going... View Details
Keywords: Leveraged Buyout Transaction; Leveraged Recapitalization; Management Buyout; Dell, Inc.; Hedge Fund; Corporate Governance Theory; Valuation; Valuation Ratios; Valuation Methodologies; Board Of Directors; Boards Of Directors; Carl Icahn; Computer Services Industries; Proxy Contest; Proxy Battles; Proxy Fight; Proxy Advisor; Financial Accounting; Financial Analysis; Financial Ratios; Finance; Corporate Accountability; Corporate Governance; Corporate Finance; Leveraged Buyouts; Computer Industry; United States
- June 2014 (Revised March 2017)
- Teaching Note
Chorus and Telecom: Building the Boards
By: Boris Groysberg and Sarah L. Abbott
In 2011, Telecom, the largest telecom provider in New Zealand, was being divided into two publicly traded companies. In connection with this split, Sarah Naudé and Matt Stanley worked with the chairman of Telecom New Zealand, Wayne Boyd, to create two new boards of... View Details
- May 2014 (Revised January 2015)
- Case
The Sustainability Accounting Standards Board
By: Julie Battilana and Michael Norris
In 2014, as the Sustainability Accounting Standards Board (SASB) has just brought former New York City Mayor Michael Bloomberg on as chairman of the board, Jean Rogers, founder and CEO struggles with how best to ensure the nonprofit's financial sustainability while... View Details
- May 2014
- Article
How to Outsmart Activist Investors
By: Bill George and Jay W. Lorsch
We offer opinions on how management and corporate boards of directors can best manage investor relations with activist stockholders such as hedge funds who are demanding major changes within a corporation to improve stockholder return. Beverage industry firm PepsiCo is... View Details
Keywords: Investment Activism
- April 10, 2014
- Article
Generation to Generation: How to Save the Family Business
By: Boris Groysberg and Deborah Bell
Most family-owned businesses—approximately 70%—last just one generation. Because an estimated 80% of businesses across the globe are family-owned, the low survival rate has alarming consequences. Consider this: In the United States alone, family-owned businesses (FOBs)... View Details
- March 18, 2014
- Article
Family Businesses Must Set the Agenda (Without Micromanaging)
By: Josh Baron and Rob Lachenauer
This article discusses the role of owners in family businesses, using the story of Charles, who transformed his family's shipping business by taking ownership decisions. The article highlights that owners have the power to set goals, define performance metrics, hire... 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
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)
- 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
- February 2014
- Teaching Note
Olympus (A)
By: Jay W. Lorsch and Suraj Srinivasan
As 2012 approached the woes of the financial crisis seemed to be fading, companies were resuming business as usual and some of the scrutiny on corporate governance practices began to recede as well. That is until another major financial scandal emerged in Japan in the... View Details
- February 2014
- Article
Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation
By: Francois Brochet and Suraj Srinivasan
We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details