Governing And Advisory Boards - Publications - Faculty & Research - Harvard Business School

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2019
Working Paper

Compensation Consultants and the Level, Composition, and Complexity of CEO Pay

By: Kevin J. Murphy and Tatiana Sandino

We provide fresh evidence regarding the relation between compensation consultants and CEO pay. First, firms that employ consultants have higher-paid CEOs—this result is robust to firm fixed effects and matching on economic and governance variables. Second, while this... View Details

Keywords: Consultants; Benchmarking; Incentive Pay; Executive Compensation; Complexity; Motivation and Incentives; Governance

June 2007 (Revised December 2007)
Case

AFL-CIO: Office of Investment and Home Depot

By: Rakesh Khurana and James Weber

Describes the AFL-CIO: Office of Investments activities in their campaign to improve governance at Home Depot by calling attention to Home Depot CEO Robert Nardelli's compensation package and the company's poor performance. The AFL-CIO Office of Investments advocates... View Details

Keywords: Investment; Corporate Governance; Governing and Advisory Boards; Executive Compensation; Labor Unions; Organizational Change and Adaptation; Business and Shareholder Relations

Teaching Interest

Overview

By: Suraj Srinivasan

Professor Srinivasan serves as the Course Head for the required MBA course Financial Reporting and Control. He has previously taught the second year MBA elective Business Analysis and Valuation Using Financial Statements and teaches the executive education version... View Details

Keywords: Business Analysis; Business Evaluation; Financial Statements; Financial Analysis; Audit Committees; Corporate Governance; Compensation Committees

September 2016 (Revised September 2016)
Case

The Tavistock Group and the Australian Agricultural Company

By: Dante Roscini and Matthew Preble

In late 2015, Dr. Shehan Dissanayake, a managing director and board member of Bahamian investment firm The Tavistock Group (Tavistock), the largest shareholder in the Australian Agricultural Company (AACo), one of the country's largest agribusinesses, faces a... View Details

Keywords: Agribusiness; Foreign Direct Investment; Cross-Cultural and Cross-Border Issues; Business and Government Relations; Agriculture and Agribusiness Industry; Australia; Bahamas

March 2009 (Revised December 2009)
Case

Relational Investors and Home Depot (A)

By: Jay W. Lorsch and Kaitlyn Simpson

In 2006, amidst shareholder upset over CEO Robert Nardelli's compensation and Home Depot's declining stock price, Relational Investors decided to further investigate the situation. As experts in turning around underperforming and undervalued companies, Relational's... View Details

Keywords: Restructuring; Financial Management; Investment; Corporate Governance; Governing and Advisory Boards; Organizational Change and Adaptation; Ownership Stake; Business and Shareholder Relations; Corporate Strategy

August 2010 (Revised March 2012)
Supplement

The Dow Acquisition of Rohm and Haas (D)

By: Jay W. Lorsch and Melissa Barton

Dow's board and management team worked on arranging appropriate financing to complete the acquisition of Rohm and Haas. Meanwhile, the board of Rohm and Haas filed suit against Dow after it delayed the completion of the acquisition. View Details

Keywords: Mergers and Acquisitions; Financing and Loans; Governing and Advisory Boards; Lawsuits and Litigation; Management Teams; Chemical Industry

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

November 1989 (Revised March 2000)
Case

Wisconsin Central Ltd. Railroad and Berkshire Partners (A): Leveraged Buyouts and Financial Distress

By: Michael C. Jensen, Willy Burkhardt and Brian Barry

Wisconsin Central Ltd. is a regional railroad formed in a leveraged buyout, which is currently in default on its loan covenants. The case uses this situation to examine the financial structure of a typical LBO association and its internal control mechanisms and... View Details

Keywords: Financial Management; Governing and Advisory Boards; Leveraged Buyouts; Financial Condition; Financing and Loans; Corporate Finance; Rail Industry

24 Oct 2013
News

Twitter, Women and Power

July 2015 (Revised March 2021)
Case

Proxy Contest at DuPont

By: Jay W. Lorsch and Emily McTague

On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three... View Details

Keywords: Board Of Directors; Hedge Fund; Activist Investing; Activist Investors; Proxy Fight; Corporate Governance; Governing and Advisory Boards; Investment Activism; Chemical Industry; United States

November 2015 (Revised October 2017)
Case

Dollar General Bids for Family Dollar

By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane

In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over... View Details

Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry; United States

Article

The Board's New Innovation Imperative: Directors Need to Rethink Their Roles and Their Attitude to Risk

By: Linda A. Hill and George Davis

As firms scramble for competitive advantage, boards—once the cautious voices urging management to mitigate risk—are now calling for breakthrough innovation. Indeed, avoiding risk is now seen as the riskiest proposition of all. In speaking with CEOs and board members... View Details

Keywords: Governing and Advisory Boards; Innovation Leadership; Risk and Uncertainty; Corporate Governance

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January 2006 (Revised February 2006)
Case

Deutsche Borse and the European Markets

By: Dwight B. Crane and Monika Stachowiak

In December 2004, Deutsche Borse proposed an offer for the London Stock Exchange. Some shareholders opposed the acquisition, leading to the offer's withdrawal and replacement of management, including the CEO and board members. Written from the viewpoint of Deutsche... View Details

Keywords: Mergers and Acquisitions; Strategy; Governing and Advisory Boards; Capital Structure; Stocks; Valuation; Corporate Governance; Price; Change Management; Commercialization; Financial Services Industry; Europe

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December 2019 (Revised June 2025)
Case

Mãe Terra and Unilever (A)

By: Lynn S. Paine, Ruth Costas and Priscilla Zogbi

The case concerns the sale of Mãe Terra, one of Brazil's leading brands for packaged organic foods, to the consumer goods giant Unilever in 2017. Working with Unilever management, Mãe Terra’s CEO Alexandre Borges must determine whether and how to keep Mãe Terra's B... View Details

Keywords: Mergers ＆ Acquisitions; Brand Management; Sustainability; Mergers and Acquisitions; Mission and Purpose; Social Enterprise; Corporate Governance; Governing and Advisory Boards; Environmental Sustainability; Organizational Culture; Food and Beverage Industry; Agriculture and Agribusiness Industry; Brazil; Latin America

August 2010 (Revised March 2012)
Supplement

The Dow Acquisition of Rohm and Haas (B)

By: Jay W. Lorsch and Melissa Barton

The Dow Board made a bid for Rohm and Haas Company in order to transition its portfolio away from commodity chemicals towards specialty chemicals. View Details

Keywords: Mergers and Acquisitions; Investment Portfolio; Governing and Advisory Boards; Chemical Industry

06 Jun 2023
Cold Call Podcast

The Opioid Crisis, CEO Pay, and Shareholder Activism

Keywords: Re: Suraj Srinivasan; Health; Pharmaceutical; Distribution

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

April 1995 (Revised August 1995)
Case

Empire Blue Cross and Blue Shield (A)

By: Regina E. Herzlinger and Ramona Hilgenkamp

Mounting financial losses and increasing public scrutiny present many challenges to the board of directors of a large nonprofit health insurer. This case series presents chronologically the increasing problems of the company. View Details

Keywords: Governing and Advisory Boards; Corporate Governance; Financial Condition; Organizational Culture; Problems and Challenges; Nonprofit Organizations; Insurance Industry

December 2010
Case

Leadership, Culture, and Transition at lululemon

By: Michael Tushman, Ruth Page and Tom Ryder

The case examines leadership and organizational change within a strong culture context through a multimedia study of lululemon, a specialty retailer of high-end athletic apparel. Video segments trace the company's history from its founding in 1998 as a single retail... View Details

Keywords: Leading Change; Organizational Culture; Organizational Change and Adaptation; Change Management; Transition; Growth Management; Management Teams; Organizational Structure; Governing and Advisory Boards; Apparel and Accessories Industry; Apparel and Accessories Industry; Vancouver; United States

September 2014 (Revised February 2017)
Case

Turkcell

By: Felix Oberholzer-Gee, Charles C.Y. Wang and Esel Cekin

This case centers around the shareholder dispute between three major shareholders of Turkcell, and how its management vied against increasing regulatory intervention and market competition in the absence of a fully-functioning board. The battle for control of the... View Details

Keywords: Financial Performance; Regulatory Environment; Telecommunications; Marketing; Value Added; Pricing; Shareholder; Boards Of Directors; Governing and Advisory Boards; Corporate Governance; Conflict and Resolution; Business and Shareholder Relations; Telecommunications Industry; Turkey

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