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- 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
- February 2014
- Article
Governance and CEO Turnover: Do Something or Do the Right Thing?
By: Ray Fisman, Rakesh Khurana, Matthew Rhodes-Kropf and Soojin Yim
We study how corporate governance affects firm value through the decision of whether to fire or retain the CEO. We present a model in which weak governance—which prevents shareholders from controlling the board—protects inferior CEOs from dismissal, while at the same... View Details
- January 2014
- Case
Maricopa, Inc.: Finding the Right Treatment for Growth
The founders of Maricopa, Inc., a startup that sold proprietary hair-care products directly to salons, were preparing a board presentation to address the young company's inability to meet financial projections. While the products had caught on with customers, the... View Details
- January 2014 (Revised October 2014)
- Supplement
Mittal Steel's Pursuit of Arcelor (B)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details
- January 2014
- Case
Newfield Energy
By: William E. Fruhan and Wei Wang
In September 2013, Miles Griffin, CEO and chairman of the board of Newfield Energy, prepares to present financial proposals to the board of directors for approval. Newfield (based in Houston, Texas) was a large independent energy company primarily engaged in the... View Details
- January 2014 (Revised September 2015)
- Case
Mittal Steel's Pursuit of Arcelor (A)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details
- January 2014 (Revised May 2015)
- Case
Open English
By: Jeffrey J. Bussgang and Lisa Mazzanti
Open English, a Miami-based startup offering online English language learning services, had more than 30,000 active students across Latin America in 2012. The company had just closed a $43 million financing round in order to rapidly scale its service to the next level.... 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
Keywords: Boards; Activist Investors; Proxy Battles; Shareholder Activism; Peer Firm; Ratio Analysis; Financial Accounting; Financial Analysis; Board Of Directors; Boards Of Directors; Financial Intermediaries; Financial Analysts; CEO Turnover; New CEO; Peer Groups; Hedge Fund; Hedge Funds; Proxy Contest; Proxy Fight; Proxy Advisor; Proxy Battle; Financial Statement Analysis; Financial Strategy; Corporate Governance; Corporate Disclosure; Governing and Advisory Boards; Competition; Valuation; Business Strategy; Value Creation; Business and Shareholder Relations; Financial Reporting; Financial Statements; Retail Industry; Food and Beverage Industry; United States
- January 2014
- Supplement
J.C. Penney's 'Fair and Square' Strategy (B): Out with the New, In with the Old
By: Elie Ofek, Jill Avery and Jose B. Alvarez
In his August 2012 earnings call, CEO Ron Johnson urged investors to be patient and stay the course with the revised JC Penney marketing strategy despite mounting negative financial indicators. The heart of the strategy was the "Fair and Square" approach to pricing.... View Details
- January 2014
- Supplement
J.C. Penney's 'Fair and Square' Strategy (C): Back to the Future
By: Elie Ofek, Jill Avery and Jose B. Alvarez
Rehired in April 2013, Myron E. "Mike" Ullman III was brought back to stabilize the retailer's business. Under Ron Johnson's "Fair and Square" program, sales had declined rapidly and quarterly losses and expensive capital investments had put severe pressure on cash... View Details
- December 2013
- Article
How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment
By: Alma Cohen and Charles C.Y. Wang
The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment... View Details