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2013
Article

Multinational Corporations, Global Justice and Corporate Responsibility: A Question of Purpose

By: Nien-he Hsieh

Do multinational corporations (MNCs) have a responsibility to address unjust conditions—not simply by refraining from contributing to injustice, but also by actively working to bring about a just state of affairs? This paper examines whether this question can be... View Details

Keywords: Multinational Corporations; Global Justice; Corporate Purpose; Corporate Responsibility; Human Needs; Multinational Firms and Management; Corporate Social Responsibility and Impact

January 1999 (Revised November 1999)
Case

Metapath Software: September 1997

By: G. Felda Hardymon and Bill Wasik

In September 1997, John Hansen called together his board to debate an interesting choice that his company had to make. Hansen--the CEO of Metapath Software, a provider of software and services to wireless carriers--had two offers to describe. The first was an offer to... View Details

Keywords: Private Ownership; Mergers and Acquisitions; Private Equity; Decision Choices and Conditions; Governing and Advisory Boards; Management Teams; Stocks; Public Ownership; Negotiation Deal; Telecommunications Industry; Information Technology Industry

October 2008
Article

It's Time to Make Management a True Profession

By: Nitin Nohria and Rakesh Khurana

In the face of the recent institutional breakdown of trust in business, managers are losing legitimacy. To regain public trust, management needs to become a true profession in much the way medicine and law have, argue Khurana and Nohria of Harvard Business School. True... View Details

Keywords: Competency and Skills; Education; Ethics; Corporate Accountability; Management; Trust; Value Creation

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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

March 2024 (Revised July 2024)
Case

AMC: The Zero Revenue Case

By: C. Fritz Foley and Donal O'Cofaigh

The onset of the Covid-19 pandemic put theatre company AMC’s already perilous financial situation under even further strain. The company’s high levels of debt resulted in a monthly cash-burn which left it facing an imminent Chapter-11 filing in the absence of... View Details

Keywords: Ethics; Insolvency and Bankruptcy; Public Equity; Stock Shares; Health Pandemics; Entertainment and Recreation Industry

May 2019
Teaching Note

Tesla, Inc. in 2018

By: Siko Sikochi and Suraj Srinivasan

Teaching Note for HBS No. 119-013. The case facilitates a discussion about corporate governance and its role in achieving sustainable profitability and driving long-term shareholder value. The discussion can focus on such questions as what constitutes good governance,... View Details

Keywords: Public Company; Corporate Governance; Governing and Advisory Boards; Cost vs Benefits

July 2012
Case

El Paso's Sale to Kinder Morgan

By: John Coates, Clayton Rose and David Lane

On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs... View Details

Keywords: El Paso; Kinder Morgan; Goldman Sachs; Leo Strine; Conflicts Of Interest; Corporate Governance; Relationships; Lawsuits and Litigation; Energy Industry; Banking Industry; United States

October 2016 (Revised October 2017)
Case

Misaki Capital and Sangetsu Corporation

By: Ian Gow, Charles C.Y. Wang, Naoko Jinjo and Nobuo Sato

Japan’s corporate culture has traditionally prioritized the interests of stakeholders such as customers, employees, and suppliers over those of shareholders. After a decades-long economic slump, Japan’s government has revitalized efforts to improve corporate governance... View Details

Keywords: Activist Investing; Constructivist Investing; Japan; Valuation; Stock Screens; Return On Equity; Investment; Business and Stakeholder Relations; Corporate Governance; Financial Strategy; Business and Shareholder Relations; Japan

10 Nov 2016
Working Paper Summaries

Managing Reputation: Evidence from Biographies of Corporate Directors

Keywords: by Ian D. Gow, Aida Sijamic Wahid, and Gwen Yu

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

21 Sep 2009
Research & Ideas

Excessive Executive Pay: What’s the Solution?

clubby groups that are widely criticized as the handpicked "captives" of self-serving management. With White House support, congressional leaders are intent on shifting the balance of power in the boardroom away from management. Senator Chuck Schumer's (D-NY)... View Details

Keywords: by Roger Thompson

20 Aug 2007
Working Paper Summaries

Hedge Fund Investor Activism and Takeovers

Keywords: by Robin Greenwood & Michael Schor; Banking

January 2023
Case

Rentokil: The Terminix Acquisition

By: Ted Berk, Emily R. McComb and Julia Kelley

When announcing their agreement to merge in December 2021, creating a clear leader in global pest control, UK-based Rentokil and Tennessee-based Terminix described extensive benefits of the cross-border combination. The companies touted the advantages of their combined... View Details

Keywords: Mergers and Acquisitions; Valuation; Cross-Cultural and Cross-Border Issues; Business and Shareholder Relations

2015
Working Paper

Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality

By: Robert G. Eccles and Tim Youmans

Under the prevailing ideology of "shareholder primacy" most boards of directors believe that they are prevented from considering stakeholders other than shareholders in determining material issues and materiality for strategy and reporting. New research is showing that... View Details

Keywords: Governing and Advisory Boards; Business and Stakeholder Relations; Corporate Governance; Business and Shareholder Relations

October 2008
Article

Evaluating the CEO

By: Stephen P. Kaufman

This article includes a one-page preview that quickly summarizes the key ideas and provides an overview of how the concepts work in practice along with suggestions for further reading. After Kaufman became a CEO, he was struck by how perfunctory the board was in its... View Details

Keywords: Decision Choices and Conditions; Governing and Advisory Boards; Leadership; Managerial Roles; Performance Evaluation; Motivation and Incentives

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18 Nov 2010
Working Paper Summaries

Payout Taxes and the Allocation of Investment

Keywords: by Bo Becker, Marcus Jacob & Martin Jacob

6 Jul 2021
Interview

Best Buy's Hubert Joly on Walking the Talk of Stakeholder Capitalism

By: Hubert Joly and Alison Beard

Hubert Joly, former chairman and CEO of Best Buy, says that now is the time for companies to get serious about operating to benefit not just shareholders but also employees, customers and broader society. In the face of environmental crisis, racial turmoil, and rising... View Details

Keywords: Stakeholder Capitalism; Business and Stakeholder Relations; Mission and Purpose; Leadership; Corporate Social Responsibility and Impact

November 2020
Supplement

Valuing Celgene's CVR

By: Benjamin C. Esty and Daniel Fisher

When Bristol-Myers Squibb (BMS) acquired Celgene Corporation in November 2019, Celgene shareholders received cash, BMS stock, and a contingent value right (CVRs) that would pay $9 if the U.S. Food and Drug Administration (FDA) approved three of Celgene’s late stage... View Details

Keywords: Mergers and Acquisitions; Value; Valuation; Judgments; Decision Making; Cash Flow; Financial Instruments; Cognition and Thinking; Pharmaceutical Industry; Biotechnology Industry; United States

May 2015 (Revised September 2017)
Case

Generating Higher Value at IBM (A)

By: Benjamin C. Esty and E. Scott Mayfield

This case analyzes IBM's financial performance and its capital allocation decisions over a 10-year period from 2004-2013, during which IBM returned more than $140B to shareholders through a combination of dividends and share repurchases. During this time, CEO Sam... View Details

Keywords: Dividends; Share Repurchases; Earnings Guidance; Financial Statement Analysis; Financial Ratios; Payout Policy; Earnings Per Share (EPS); Earnings Management; Change Management; Leadership; Transformation; Financial Strategy

November 2011
Case

Brink's Company: Activists Push for a Spin-off

By: Suraj Srinivasan, Aldo Sesia and Amy Kaser

The case studies the decision of the security services corporation Brink's Company to spin-off its home security division from the rest of the company. The decision followed intense pressure on the company by three activist hedge funds that felt that Brink's was... View Details

Keywords: Activist Investors; Spin-off; Leveraged Recapitalization; Debt; Valuation; Hedge Funds; Conglomerates; Investment Activism

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