Publications

February 2011
Background Note

Corporate Reform Elements of the Dodd-Frank Act

By: Robert C. Pozen, Phillip Andrews and David Lane

This note summarizes the four major changes affecting corporate governance that were made by the Dodd-Frank Act of 2010. These changes relate to: advisory notes by shareholders, refinements to board structure, non-disclosure on compensation and tightening up of certain... View Details

Keywords: Corporate Disclosure; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Government Legislation; Executive Compensation; Business and Shareholder Relations; United States

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

September 2024
Article

Activist Directors: Determinants and Consequences

By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan

This paper examines determinants and consequences of hedge fund activism, focusing on activist directors, i.e., directors appointed in response to activist demands. Using a sample of 3,259 activism events from 2004 to 2016, we identify 1,623 activist directors.... View Details

Keywords: Governing and Advisory Boards; Investment Activism; Business and Shareholder Relations

2020
Working Paper

Nonprofit Boards: It Is time to Lift Your Gaze and See the System

By: Shamal Dass, Kristy Muir and V. Kasturi Rangan

Nonprofits the world over have faced significant crises in 2020, leaving them and their constituents in precarious positions. Responses to these crises have demonstrated incredible agility. However, they have also demonstrated that the first two levels of governance... View Details

Keywords: Nonprofit Organizations; Governing and Advisory Boards; Health Pandemics; Governance; Corporate Social Responsibility and Impact; System; Framework

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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

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

January 2020
Article

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

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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

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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

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

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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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

06 Jun 2023
Cold Call Podcast

The Opioid Crisis, CEO Pay, and Shareholder Activism

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

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

December 2019 (Revised June 2021)
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

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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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