Publications

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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

August 2016
Case

CSI Ingenieros

By: Jay Lorsch and Emily McTague

CSI's business unit managers gathered around the downstairs conference room for the company's weekly meeting to discuss project bids. Cristina WaldAshley Hartman, who was in charge of finding projects for the engineering firm to work on, read through several she had... View Details

Keywords: Corporate Governance; Board; Board Committees; Board Dynamics; Organization; Organization Alignment; Dynamic Capabilities; Organization Design; Organizational Prototyping; Organizational Silence; Organizational Learning; Organization Behavior; Organizational Change and Adaptation; Organizational Culture; Manufacturing Industry; South America; Uruguay

February 2018 (Revised October 2024)
Case

Hikma Pharmaceuticals Governance Journey

By: Lynn Paine, Suraj Srinivasan and Gamze Yucaoglu

The case opens with Said Darwazah, chairman and CEO of Hikma Pharmaceuticals, the multinational generics company, anticipating the company’s 2017 AGM and reflecting on changes made over the previous year to address concerns expressed by proxy advisors and some... View Details

Keywords: Boards Of Directors; Pharmaceuticals; Remuneration; Shareholder Engagement; Corporate Governance; Governing and Advisory Boards; Business and Shareholder Relations; Executive Compensation; Business Growth and Maturation; Emerging Markets; Private Sector; For-Profit Firms; Pharmaceutical Industry; Jordan

01 Apr 2002
News

Save The Dates

Save The Dates Spring Meeting of the HBSAA Board of Directors/Club Officers Roundtable HBS May 29–30, 2002 Spring 2002 Reunions/MBA Classes of 1927, 1932, 1937, 1942, 1947, 1952, 1982, 1987, 1992, 1997 HBS May 30–June 2, 2002 Class Day... View Details

Keywords: reunion; commencement; HBSAA Board of Directors

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

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

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

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

Keywords: Fiduciary Duty; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Strategy; Negotiation; Mergers and Acquisitions; Corporate Governance; Cross-Cultural and Cross-Border Issues; Steel Industry; Canada; United Kingdom; Russia; India

01 Jun 2004
News

Strengthening Ties with Executive Education Graduates

Fischer It’s been a busy — and productive — spring for the dedicated volunteers who make up the Alumni Association Board of Directors. I want to quickly recap the highlights. The Global Leadership Forum Committee, chaired by Jean-Marc... View Details

Keywords: Ted Fischer; Alumni Association Board of Directors; committee; Colleges, Universities, and Professional Schools; Educational Services

21 Jul 2004
Lecture

Governance and Corporate Responsibility: Opportunities for Board Leadership." Panelist. "Role of the Corporation in the 21st Century: Corporate Governance in the Face of New Social Values

By: Lynn S. Paine

Keywords: Governance; Leadership; Corporate Social Responsibility and Impact

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

April 2010
Article

Executive Pay and 'Independent' Compensation Consultants

By: K. J. Murphy and Tatiana Sandino

Executive compensation consultants face potential conflicts of interest that can lead to higher recommended levels of CEO pay, including the desires to "cross-sell" services and to secure "repeat business." We find evidence in both the US and Canada that CEO pay is... View Details

Keywords: Compensation Consultants; Conflicts Of Interest; CEO Pay; Board Of Directors; Director Pay; Disclosure; Conflict of Interests; Governing and Advisory Boards; Corporate Disclosure; Executive Compensation; Corporate Governance; Consulting Industry; Canada; United States

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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

Keywords: Strategy; Fiduciary Duty; Negotiation; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Valuation; Mergers and Acquisitions; Corporate Governance; Economics; Steel Industry; Canada; United Kingdom; India

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

April 2015 (Revised July 2015)
Case

Proxy Access at Whole Foods

By: Jay Lorsch and Emily McTague

Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details

Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America

August 2013
Supplement

Lyric Dinner Theater (Video Supplement)

By: Jim Sharpe

Keywords: Turnarounds; Operations; Boards Of Directors; Family-owned Business; Hiring; Entrepreneurship; Family and Family Relationships; Family Business; Family Ownership; Entertainment; Negotiation; Entertainment and Recreation Industry; Saint Louis

September 2021
Case

Vignettes on Professional Service Firm Governance

By: David G. Fubini, Suraj Srinivasan and Li-Kuan Ni

The two vignettes within “Vignettes on Professional Service Firm Governance” (HBS No. 122-024) present various issues relating to governance in professional service firms (“PSFs”). In the first, the Managing Director of a U.S. consulting firm contemplates whether to... View Details

2016
Working Paper

Through the Grapevine: Network Effects on the Design of Executive Compensation Contracts

By: Susanna Gallani

Effective design of executive compensation contracts involves choosing and weighting performance measures, as well as defining the mix between fixed and incentive-based pay components, with a view to fostering talent retention and goal congruence. The variability in... View Details

Keywords: Compensation Design; Board Interlocks; Compensation Consultants; Network Centrality; Homophily; Quadratic Assignment Procedure; Blockholders; Executive Compensation

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January 2020 (Revised December 2024)
Case

Governing PG&E

By: Lynn S. Paine and Will Hurwitz

The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation’s out-going chairman Richard Kelly described the company’s proposed new board. PG&E, which provided electricity and natural... View Details