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November 2015 (Revised March 2018)
Case

Air Products' Pursuit of Airgas (A)

By: Charles C.Y. Wang, Paul M. Healy, Penelope Rossano and Kyle Thomas

This case centers around the Air Products' hostile takeover attempt of Airgas in 2010. Air Products argued that its offer of a 38% premium is generous given Airgas' poor performance, which Air Products attributed to underperforming and entrenched managers at Airgas. On... View Details

Keywords: Acquisition; Business and Shareholder Relations; Industrial Products Industry; Energy Industry; Chemical Industry

January 2017
Supplement

T. Rowe Price and the Dell Inc. MBO (B)

By: Lena G. Goldberg

After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders... View Details

Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware

August 2013
Article

Corporate Ownership Structure and the Choice Between Bank Debt and Public Debt

By: Chen Lin, Yue Ma, Paul Malatesta and Yuhai Xuan

This paper examines the relation between a borrowing firm's ownership structure and its choice of debt source using a novel, hand-collected data set on corporate ownership, control, and debt structures for 9,831 firms in 20 countries from 2001 to 2010. We find that the... View Details

Keywords: Governance; Ownership; Borrowing and Debt; Corporate Finance

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March 2009
Article

Earnings Management and Corporate Tax Shelters, and Book-Tax Alignment

By: Mihir Desai and Dhammika Dharmapala

This paper reviews recent evidence analyzing the link between earnings management and corporate tax avoidance and considers the implications for how policymakers should evaluate the financial reporting environment facing firms. A real-world tax shelter is dissected to... View Details

Keywords: Earnings Management; Taxation; Financial Reporting; Business and Shareholder Relations

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Editorial

Elon Musk's Unusual Compensation Plan Isn't Really About Compensation at All

By: George Serafeim

Earlier this year, Tesla shareholders approved likely the largest compensation package ever awarded to a CEO—for a CEO who clearly doesn’t need the money. Elon Musk is already incredibly rich and also doesn’t seem particularly motivated by further wealth. So why do it?... View Details

Keywords: Tesla; Elon Musk; Innovation; Investor Communication; Investor Relations; Short-termism; Long-termism; Disruption; Executive Compensation; Business and Shareholder Relations; Communication Intention and Meaning; Mission and Purpose

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August 2002 (Revised May 2003)
Case

New Wachovia (B), The

By: Carliss Y. Baldwin and Jeremy Swinson

On August 3, 2001, after a hotly contested proxy fight, Wachovia Corp.'s shareholders voted to merge with First Union Corp. The managers of the two banks then turned to face the challenges of integrating the two organizations. Their task was to implement a "merger of... View Details

Keywords: Integration; Mergers and Acquisitions; Problems and Challenges; Banks and Banking; Banking Industry; North Carolina

22 Jan 2020
News

Making Stakeholder Capitalism a Reality

31 Aug 2013
News

Hulbert on Investing: Beyond the Superstar CEO

01 May 2013
News

The Performance Frontier: Innovating for a Sustainable Strategy

November 2017
Case

Third Point Paints a Target on Sotheby's

By: Lena G. Goldberg

When faced with the increasing accumulation of its stock by activist investors led by Daniel Loeb’s Third Point LLC and the activists’ stated objective to replace management and at least some Sotheby’s Board members, Sotheby’s, the world’s oldest auction house,... View Details

Keywords: Fiduciary Duties; Activists; Activist Investors; Rights Plan; Poison Pills; Takeover Defenses; Corporate Governance; Laws and Statutes; Lawsuits and Litigation; Ownership Stake; Value Creation; Crisis Management

February 1998
Case

Lyondell Petrochemical Company

By: Jay W. Lorsch and Daniel P. Erikson

In August 1994, Lyondell Petrochemical Co.'s corporate parent and largest single shareholder effectively shed its stock, resulting in the resignation of 5 of its 11 directors. The remaining outside directors immediately acted to overhaul the executive compensation plan... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Executive Compensation; Design; Business or Company Management; Management Teams; Mining Industry

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August 2018 (Revised April 2023)
Case

Facebook—Can Ethics Scale in the Digital Age?

By: George A. Riedel and Carin-Isabel Knoop

Since its founding in 2004, Facebook has built a phenomenally successful business at global scale to become the fifth most valuable public company in the world. The revelation of Cambridge Analytica events in March 2018, where 78 million users' information was leaked... View Details

Keywords: Facebook; Ethics; Corporate Social Responsibility and Impact; Business and Stakeholder Relations; Trust; Business Model; Corporate Accountability; Social Media

William A. Sahlman

William Sahlman is a Baker Foundation Professor of Business Administration at Harvard Business School.

Mr. Sahlman received an A.B. degree in Economics from Princeton University (1972), an M.B.A. from Harvard University (1975), and a Ph.D. in Business... View Details

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

2014
Book

Reinventing State Capitalism: Leviathan in Business, Brazil and Beyond

By: Aldo Musacchio and Sergio G. Lazzarini

In this book we describe the transformation of state capitalism from a model in which governments owned and ran corporations and broadly controlled the allocation of financial resources into two new varieties of state capitalism: Leviathan as a majority and as a... View Details

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January 2002 (Revised September 2002)
Case

Corporate Renewal in America

By: Bruce R. Scott and Thomas S. Mondschean

Discusses various macroeconomic, regulatory, technological, and financial forces that led to increased corporate restructuring in the United States beginning in the mid-1980s. The U.S. financial system is often viewed as the most developed in the world and a model for... View Details

Keywords: Performance Evaluation; Corporate Governance; Macroeconomics; Economic Systems; Restructuring; Markets; Private Sector; Corporate Finance; Germany; Japan; United States

February 2009 (Revised June 2010)
Background Note

Note on Measuring Controlling Shareholder's Ownership, Voting, and Control Rights

Founders and their families can raise equity without relinquishing control of their companies through the use of mechanisms such as dual-class stock, pyramidal ownership, voting agreements, and disproportionate board representation. The use of these mechanisms in... View Details

Keywords: Equity; Corporate Governance; Governing and Advisory Boards; Measurement and Metrics; Ownership Stake; Business and Shareholder Relations; Valuation

October 2008 (Revised November 2010)
Case

NEC Electronics

By: C. Fritz Foley, Robin Greenwood and James Quinn

Why do shares in NEC Electronics, a publicly listed subsidiary of Japan conglomerate NEC, trade at a discount to their fundamental value? Can Perry Capital, a U.S. hedge fund, restructure this subsidiary and generate significant returns? This case provides students... View Details

Keywords: Restructuring; Private Equity; Investment Return; Ownership Stake; Business and Shareholder Relations; Financial Services Industry; Japan

November 2007 (Revised March 2009)
Case

Clear Channel 2006

By: Richard S. Ruback and Leslie Pierson

The Board of Directors of Clear Channel Communications, a radio broadcasting and outdoor advertising company, has to respond to a revised proposal from two private equity firms to take the company private. In November of 2006, the Board had unanimously approved an... View Details

Keywords: Decision Choices and Conditions; Private Equity; Governing and Advisory Boards; Negotiation Offer; Privatization; Business and Shareholder Relations

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January 22, 2020
Article

Making Honest Conversations the Norm

By: Michael Beer

Much admired companies like Boeing and Wells Fargo sacrifice their competitive advantage. Some make huge ethical blunders. As a result, shareholders suffer huge losses in value while employees, customers, and society lose trust and confidence in the institution. Based... View Details

Keywords: Honesty; Interpersonal Communication; Framework; Organizational Culture; Trust; Performance Effectiveness

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