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      Governing and Advisory BoardsRemove Governing and Advisory Boards →

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      • March 2003 (Revised January 2008)
      • Case

      Northrop versus TRW

      By: Carliss Y. Baldwin and James Quinn
      TRW, a leading supplier of advanced technology products for the auto, defense, and aerospace markets, receives an unexpected stock-for-stock offer from defense company Northrop Grumman Corp. The $11.4 billion aggregate offer, which represents a 22% premium over the... View Details
      Keywords: Mergers and Acquisitions; Decision Choices and Conditions; Governing and Advisory Boards; Laws and Statutes; Negotiation Tactics; Valuation; Aerospace Industry; Auto Industry; Ohio
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      Baldwin, Carliss Y., and James Quinn. "Northrop versus TRW." Harvard Business School Case 903-115, March 2003. (Revised January 2008.)
      • December 2002 (Revised November 2003)
      • Case

      Tympani Board, The

      By: G. Felda Hardymon, Josh Lerner and Ann Leamon
      Mike Tarkington, a partner at Reality Venture Partners, must recommend a course of action to his colleague, Steve Bonhomme. Bonhomme is trying to decide whom he should put on the board of a company that is acquiring one of Reality's portfolio companies. Reality will... View Details
      Keywords: Mergers and Acquisitions; Decision Making; Equity; Venture Capital; Governing and Advisory Boards; Finland; United States
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      Hardymon, G. Felda, Josh Lerner, and Ann Leamon. "Tympani Board, The." Harvard Business School Case 803-105, December 2002. (Revised November 2003.)
      • November 2002 (Revised October 2003)
      • Case

      Circles: Series D Financing

      By: Paul W. Marshall and Kristin Lieb
      Circles, a corporate concierge company on the verge of profitability, must make a decision whether to take a D-round venture capital despite ever-changing and ever-worsening terms. A four-year-old company with several major clients, it has met its business plan... View Details
      Keywords: Cost vs Benefits; Financing and Loans; Management Teams; Growth and Development Strategy; Negotiation Process; Venture Capital; Governing and Advisory Boards; Entrepreneurship; Service Industry; Consulting Industry; Massachusetts
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      Marshall, Paul W., and Kristin Lieb. "Circles: Series D Financing." Harvard Business School Case 803-062, November 2002. (Revised October 2003.)
      • October 2002 (Revised June 2006)
      • Case

      KnowledgeNet (A)

      By: William A. Sahlman and Elizabeth Kind
      Describes the internal reporting package for a rapidly growing company in the e-learning industry. Management must analyze the data in the package and decide what actions to take. They must also decide what to communicate to the board of directors. Contains a... View Details
      Keywords: Internet and the Web; Growth Management; Governing and Advisory Boards; Performance Improvement; Performance Evaluation; Education Industry
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      Sahlman, William A., and Elizabeth Kind. "KnowledgeNet (A)." Harvard Business School Case 803-034, October 2002. (Revised June 2006.)
      • July 2002 (Revised August 2003)
      • Case

      EXP Systems

      By: Malcolm S. Salter and Alison Berkley Wagonfeld
      Discusses selecting investors and avoiding board-level conflicts of interest in start-ups. Using the "term sheet" in third-round financing as a negotiation over future governance and control rights. A rewritten version of an earlier case. View Details
      Keywords: Conflict of Interests; Governance Controls; Governing and Advisory Boards; Business Startups; Management Teams
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      Salter, Malcolm S., and Alison Berkley Wagonfeld. "EXP Systems." Harvard Business School Case 903-022, July 2002. (Revised August 2003.)
      • June 2002 (Revised January 2010)
      • Case

      Delphi Corporation (A)

      By: Jay W. Lorsch, Rakesh Khurana and Sonya Sanchez
      The Delphi Corp.'s board of directors faces a transition as lead director Thomas Wyman approaches mandatory retirement. Chairman and CEO J.T. Battenberg reflects on Delphi's history and its successful reinvention by Wyman and Battenberg when it separated from its... View Details
      Keywords: Corporate Governance; Governing and Advisory Boards; Leadership; Management Succession; Management Teams; Relationships; Corporate Strategy
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      Lorsch, Jay W., Rakesh Khurana, and Sonya Sanchez. "Delphi Corporation (A)." Harvard Business School Case 402-033, June 2002. (Revised January 2010.)
      • June 10, 2002
      • Article

      Audit the audit committees: VIEWPOINT PAUL HEALY AND KRISHNA PALEPU: After Enron, boards must change the focus and provide greater financial transparency

      By: P. M. Healy
      Keywords: Corporate Disclosure; Accounting Audits
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      Healy, P. M. "Audit the audit committees: VIEWPOINT PAUL HEALY AND KRISHNA PALEPU: After Enron, boards must change the focus and provide greater financial transparency." Financial Times (June 10, 2002), 14.
      • May 2002 (Revised October 2002)
      • Background Note

      Incentive Strategy II: Executive Compensation and Ownership Structure

      By: Brian J. Hall
      This case analyzes incentive strategy from the perspective of a company's board of directors and owners. The focus is the role that executive compensation and ownership structure (the composition of, and financial structure between, a company's owners) play in... View Details
      Keywords: Governing and Advisory Boards; Executive Compensation; Ownership; Behavior; Motivation and Incentives; Perspective; Strategy; Value Creation
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      Hall, Brian J. "Incentive Strategy II: Executive Compensation and Ownership Structure." Harvard Business School Background Note 902-134, May 2002. (Revised October 2002.)
      • April 2002
      • Teaching Note

      Anagene, Inc. TN

      By: Robert S. Kaplan
      Teaching Note for (9-102-030). View Details
      Keywords: Entrepreneurship; Public Ownership; Sales; Production; Forecasting and Prediction; Volume; Governing and Advisory Boards; Cost Accounting; Business or Company Management; Financial Reporting; Strategy; Performance Capacity; Biotechnology Industry
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      Kaplan, Robert S. "Anagene, Inc. TN." Harvard Business School Teaching Note 102-078, April 2002.
      • October 2001 (Revised March 2008)
      • Case

      Anagene, Inc.

      By: Robert S. Kaplan and Christina L. Darwall
      An entrepreneurial, publicly traded biotech company has begun production and sales of its core product--cartridges that permit DNA samples to be analyzed on a microchip. In the early quarters, sales are difficult to forecast and the company has experienced fluctuating... View Details
      Keywords: Cost Accounting; Financial Reporting; Production; Performance Capacity; Risk and Uncertainty; Genetics; Governing and Advisory Boards; Biotechnology Industry; California
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      Kaplan, Robert S., and Christina L. Darwall. "Anagene, Inc." Harvard Business School Case 102-030, October 2001. (Revised March 2008.)
      • fall 2001
      • Article

      Finding the Right CEO: Why Boards Often Make Poor Choices

      By: Rakesh Khurana
      Keywords: Management; Governance; Decision Choices and Conditions
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      Khurana, Rakesh. "Finding the Right CEO: Why Boards Often Make Poor Choices." MIT Sloan Management Review 43, no. 1 (fall 2001): 91–96.
      • September 2001 (Revised October 2001)
      • Case

      Coca-Cola Company: The Quaker Oats Acquisition (A), The

      By: Jay W. Lorsch and Sonya Sanchez
      Discusses how CEOs should think about bringing strategic issues to the board, what issues to bring, how to position them, and which information to provide. View Details
      Keywords: Managerial Roles; Corporate Governance; Strategy; Governing and Advisory Boards; Mergers and Acquisitions; Food and Beverage Industry
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      Lorsch, Jay W., and Sonya Sanchez. "Coca-Cola Company: The Quaker Oats Acquisition (A), The." Harvard Business School Case 402-027, September 2001. (Revised October 2001.)
      • June 2001 (Revised July 2001)
      • Case

      Boston Lyric Opera

      By: Robert S. Kaplan and Dennis Campbell
      The Boston Lyric Opera was the fastest growing opera company in North America during the 1990s. Having successfully completed a move to a larger facility in 1999, the board and general director recognize the need to develop a formal strategic planning and governance... View Details
      Keywords: Balanced Scorecard; Strategic Planning; Arts; Growth and Development Strategy; Governing and Advisory Boards; Fine Arts Industry; Massachusetts
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      Kaplan, Robert S., and Dennis Campbell. "Boston Lyric Opera." Harvard Business School Case 101-111, June 2001. (Revised July 2001.)
      • June 2001 (Revised July 2001)
      • Case

      Amazon.com in the Year 2000

      By: Krishna G. Palepu and Jeremy Cott
      An analyst's critique of Amazon's prospectus from the perspective of its bond holders. View Details
      Keywords: Bonds; Accounting Audits; Financial Reporting; Governing and Advisory Boards; Internet and the Web; Forecasting and Prediction; Retail Industry
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      Palepu, Krishna G., and Jeremy Cott. "Amazon.com in the Year 2000." Harvard Business School Case 101-045, June 2001. (Revised July 2001.)
      • 2001
      • Chapter

      Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default

      By: S. C. Gilson
      Keywords: Insolvency and Bankruptcy; Organizational Change and Adaptation; Ownership; Governing and Advisory Boards; Banks and Banking; Banking Industry
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      Gilson, S. C. "Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default." In Empirical Corporate Finance, edited by Michael J. Brennan. Glos: Edward Elgar Publishing, 2001.
      • April 2001 (Revised July 2001)
      • Case

      Verge Software (A)

      By: Dorothy A. Leonard and Elizabeth Kind
      Scott Rozic, CEO of start-up Verge Software, has just told his board that he is taking the company in a totally new direction, moving from enterprise knowledge management software to Internet direct marketing. This case covers the start-up of the business, and Rozic's... View Details
      Keywords: Venture Capital; Investment; Corporate Entrepreneurship; Business or Company Management; Business Strategy; Technological Innovation; Applications and Software; Management Teams; Governing and Advisory Boards; Business Startups; Decision Choices and Conditions; Product Development; Information Technology Industry; United States
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      Leonard, Dorothy A., and Elizabeth Kind. "Verge Software (A)." Harvard Business School Case 601-065, April 2001. (Revised July 2001.)
      • 2001
      • Working Paper

      The Role of Corporate Boards in Improving Governance through Effective Disclosure

      By: Paul M. Healy and Krishna G. Palepu
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      Healy, Paul M., and Krishna G. Palepu. "The Role of Corporate Boards in Improving Governance through Effective Disclosure." Harvard Business School Working Paper, No. 02-039, April 2001.
      • March 2001 (Revised December 2003)
      • Case

      Circon (A)

      By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
      In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A... View Details
      Keywords: Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States
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      Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
      • 2001
      • Article

      Building a Better Board

      By: Jay W. Lorsch, Duke K. Bristow, Paul D. Lapides, Chuck King and T.K. Kerstetter
      Keywords: Governing and Advisory Boards
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      Lorsch, Jay W., Duke K. Bristow, Paul D. Lapides, Chuck King, and T.K. Kerstetter. "Building a Better Board." Roundtable Discussion. Special Supplement Corporate Board Member (2001): 12–19.
      • November 2000 (Revised April 2004)
      • Case

      Airbus A3XX: Developing the World's Largest Commercial Jet (A)

      By: Benjamin C. Esty and Michael Kane
      In July 2000, Airbus Industries' supervisory board is on the verge of approving a $13 billion investment for the development of a new super jumbo jet known as the A3XX that would seat from 550 to 1,000 passengers. Having secured approximately 20 orders for the new jet,... View Details
      Keywords: Risk and Uncertainty; Investment; Forecasting and Prediction; Capital Budgeting; Valuation; Government and Politics; Demand and Consumers; Product Development; Product Positioning; Air Transportation Industry; Manufacturing Industry
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      Esty, Benjamin C., and Michael Kane. "Airbus A3XX: Developing the World's Largest Commercial Jet (A)." Harvard Business School Case 201-028, November 2000. (Revised April 2004.)
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