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Summer 2015
Article

The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach

By: Fernan Restrepo and Guhan Subramanian

Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender... View Details

Keywords: Laws and Statutes; Business and Shareholder Relations; Delaware

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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

07 Nov 2007
Op-Ed

How Marketing Hype Hurt Boeing and Apple

Editor's Note: Harvard Business School professor John Quelch writes a blog on marketing issues, called Marketing Know: How, for Harvard Business Online. It is reprinted on HBS Working Knowledge. Last month, Boeing stock went wobbly on news that test flights and initial... View Details

Keywords: by John Quelch; Aerospace; Consumer Products

04 May 2021
News

Best Buy Savior Hubert Joly Details a New Approach to Leadership

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

January 2021 (Revised May 2021)
Case

Delta Air Lines: Navigating the COVID-19 Storm

By: Ted Berk and Ryan Flamerich

This case examines Delta Air Lines’ response as demand for its services plummeted in the face of the COVID-19 pandemic, with a focus on the company’s funding needs and capital structure. Following a series of initial actions, the company’s cash “burn” had reduced from... View Details

Keywords: COVID-19; Health Pandemics; Financial Condition; Capital Structure; Crisis Management; Risk Management; Business and Stakeholder Relations; Air Transportation Industry

March 2007 (Revised October 2008)
Case

The New York Times Co.

The Sulzberger family owns 20% of the New York Times Co. (NYT) but controls 70% of the board through a dual-class share structure. At the company's April 2006 annual shareholder meeting, Morgan Stanley Investment Management (MSIM) and other investors, holding 28% of... View Details

Keywords: Family Business; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Business and Shareholder Relations; Publishing Industry; New York (city, NY)

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

August 22, 2019
Article

CEOs Say Their Aim Is Inclusive Prosperity. Do They Mean It?

By: Lynn S. Paine

Earlier this week, the Business Roundtable issued a statement on corporate purpose. It is noteworthy both for its endorsement of inclusive prosperity as an ideal and for its rejection of maximizing shareholder returns as the sole corporate objective. However, the real... View Details

Keywords: Mission and Purpose; Goals and Objectives; Corporate Governance

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07 Jun 2018
News

Bill Ackman on what it means to be an activist investor

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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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

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

March 2022
Case

Shanghai Pudong Science and Technology Investment Co., Ltd.: December 2014

By: Josh Lerner, Luyang Zhang, Xinlai Tong and Yue Kong

In early December 2014, the senior team of Pudong Science and Technology Investment (hereafter, Pudong S&T) gathered in the offices of their chairman, Dr. Xudong Zhu. Before completing its cross-border acquisition of Montage Technology, Pudong S&T—wholly owned by the... View Details

Keywords: Mergers and Acquisitions; Ownership Stake; Risk Management; Ownership Type; China

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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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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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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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

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