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      Governing and Advisory BoardsRemove Governing and Advisory Boards →

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      • April 1994 (Revised August 1996)
      • Case

      American Express (A)

      By: Jay W. Lorsch
      In January 1993, the American Express board met to decide who would succeed James D. Robinson, III as chairman and CEO. The board needed to act in the spotlight of intense media and investor scrutiny, and after leaks had revealed that there was a conflict among the... View Details
      Keywords: Decision Making; Corporate Governance; Resignation and Termination; Leadership; Management Succession; Performance Evaluation
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      Lorsch, Jay W. "American Express (A)." Harvard Business School Case 494-093, April 1994. (Revised August 1996.)
      • March 1994 (Revised January 1995)
      • Case

      Cardinal Health, Inc.

      By: Jay W. Lorsch
      Robert D. Walter, chairman and CEO of Cardinal Health, Inc., responds to questions regarding Cardinal's board and its influence on the acquisition of and merger with Whitmire Distribution. View Details
      Keywords: Mergers and Acquisitions; Governing and Advisory Boards; Power and Influence; Management Teams; Medical Devices and Supplies Industry; Medical Devices and Supplies Industry; Medical Devices and Supplies Industry
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      Lorsch, Jay W. "Cardinal Health, Inc." Harvard Business School Case 494-108, March 1994. (Revised January 1995.)
      • 29 Jan 1994
      • Lecture

      Multinational Governance in Global Companies: The Conflict Between Companies that Have Become Global and Boards that are Still National

      By: W. Carl Kester
      Keywords: Corporate Governance; Global Range; Local Range; Conflict and Resolution
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      Kester, W. Carl. "Multinational Governance in Global Companies: The Conflict Between Companies that Have Become Global and Boards that are Still National." Lecture at the World Economic Forum Annual Meeting, Davos, Switzerland, January 29, 1994. (Moderator for the panel discussion.)
      • December 1993 (Revised April 2006)
      • Case

      Marriott Corporation (A)

      By: Lynn S. Paine and Charles A. Nichols
      Marriott Corp.'s chairman and CEO must decide whether to recommend a restructuring of the company to the board of directors. The proposal he is considering would split the Marriott Corp., a premier hotel developer, owner, and manager, into two separate companies by a... View Details
      Keywords: Business or Company Management; Restructuring; Governing and Advisory Boards; Decision Making; Ethics; Management Teams; Business and Shareholder Relations; Accommodations Industry
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      Paine, Lynn S., and Charles A. Nichols. "Marriott Corporation (A)." Harvard Business School Case 394-085, December 1993. (Revised April 2006.)
      • November 1993 (Revised April 2007)
      • Case

      Continental Airlines--1992 (Abridged)

      By: Stuart C. Gilson
      The CEO is preparing a recommendation to the board regarding several potential outside investments in the company, which is currently operating in bankruptcy. In making his decision, the CEO has to consider various financial and strategic factors, including possible... View Details
      Keywords: Capital Structure; Cash Flow; Cost of Capital; Insolvency and Bankruptcy; Investment; Taxation; Risk and Uncertainty; Valuation; Aerospace Industry; United States
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      Gilson, Stuart C. "Continental Airlines--1992 (Abridged)." Harvard Business School Case 294-058, November 1993. (Revised April 2007.)
      • October 1993
      • Case

      United Way of America: Governance in the Nonprofit Sector (A), The United Way

      By: Jay W. Lorsch
      Discusses the management practices of William Aramony at the United Way of America (UWA). First, the case describes the United Way movement, focusing on both the local chapters and the national organization. Second, it sets forth the Washington Post reports that lead... View Details
      Keywords: Corporate Governance; Nonprofit Organizations; Management Practices and Processes; Managerial Roles; Management Teams; Crisis Management; Public Administration Industry; United States
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      Lorsch, Jay W. "United Way of America: Governance in the Nonprofit Sector (A), The United Way." Harvard Business School Case 494-032, October 1993.
      • October 1993
      • Supplement

      United Way of America: Governance in the Nonprofit Sector (B), Kenneth W. Dam Becomes Interim President

      By: Jay W. Lorsch
      Analyzes the measures taken by the United Way of America (UWA) and its board of governors in response to the 1992 Washington Post reports that lead to the UWA scandal. View Details
      Keywords: Crime and Corruption; Governance; Governing and Advisory Boards; Newspapers; Nonprofit Organizations; United States
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      Lorsch, Jay W. "United Way of America: Governance in the Nonprofit Sector (B), Kenneth W. Dam Becomes Interim President." Harvard Business School Supplement 494-033, October 1993.
      • 1993
      • Chapter

      Banks in the Boardroom: Germany, Japan, and the United States

      By: W. C. Kester
      Keywords: Banks and Banking; Governing and Advisory Boards; Germany; Japan; United States
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      Kester, W. C. "Banks in the Boardroom: Germany, Japan, and the United States." In Financial Services: Perspectives and Challenges, edited by Samuel L. Hayes III. Boston, MA: Harvard Business School Press, 1993.
      • April 1993 (Revised October 1993)
      • Case

      Lukens Inc.: The Melters' Committee (A)

      By: Jay W. Lorsch
      Discusses the Lukens board's involvement in strategic planning. View Details
      Keywords: Governing and Advisory Boards; Strategic Planning
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      Lorsch, Jay W. "Lukens Inc.: The Melters' Committee (A)." Harvard Business School Case 493-070, April 1993. (Revised October 1993.)
      • March 1993 (Revised September 1993)
      • Case

      Praxair: Creating a Board (A)

      By: Jay W. Lorsch
      Discusses the process a CEO/chairman goes through in creating a new board. Specifically, follows a CEO's decision-making process in selecting board members. Also includes decisions about the selection process for board members and the structure and process of board... View Details
      Keywords: Governing and Advisory Boards; Decision Making; Corporate Governance; Conferences; Business or Company Management; Selection and Staffing
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      Lorsch, Jay W. "Praxair: Creating a Board (A)." Harvard Business School Case 493-038, March 1993. (Revised September 1993.)
      • March 1993
      • Supplement

      Praxair: Creating a Board (B)

      By: Jay W. Lorsch
      Discusses the final formation of Praxair's board. Lists the members chosen with their backgrounds. Also describes the selection process of board members, and the structure and process of board meetings. View Details
      Keywords: Conferences; Governing and Advisory Boards; Selection and Staffing; Management Practices and Processes
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      Lorsch, Jay W. "Praxair: Creating a Board (B)." Harvard Business School Supplement 493-065, March 1993.
      • September 1992 (Revised August 2004)
      • Supplement

      Martin Marietta: Managing Corporate Ethics (B)

      By: Lynn S. Paine
      The president of one of Martin Marietta's four main operating companies has learned of procurement irregularities in the company he manages. The problems involve U.S. government contracts the company is working on. After getting legal advice from the company's general... View Details
      Keywords: Fluctuation; Crime and Corruption; Ethics; Governing and Advisory Boards; Policy; Contracts; Leadership; United States
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      Paine, Lynn S. "Martin Marietta: Managing Corporate Ethics (B)." Harvard Business School Supplement 393-023, September 1992. (Revised August 2004.)
      • 1992
      • 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 Bankruptcy and Distressed Restructurings: Analytical Issues and Investment Opportunities, edited by Edward I. Altman. New York: Business One Irwin, 1992.
      • April 1991 (Revised July 1992)
      • Case

      Koito Manufacturing Ltd.

      By: W. Carl Kester and Robert W. Lightfoot
      Having acquired a 26% stake in Koito Manufacturing, a Japanese automotive parts supplier in the Toyota Group, T. Boone Pickens seeks a seat on Koito's board of directors. Koito's management resists, claiming Pickens is an unhelpful greenmailer, not a true long-term... View Details
      Keywords: Acquisition; Debates; Corporate Governance; Production; Supply Chain; Performance Efficiency; Welfare; Auto Industry; Japan; United States
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      Kester, W. Carl, and Robert W. Lightfoot. "Koito Manufacturing Ltd." Harvard Business School Case 291-027, April 1991. (Revised July 1992.)
      • April 1991 (Revised July 1991)
      • Case

      RJR Nabisco Board: Guardians of the Gate? (A)

      By: Jay W. Lorsch
      Charles Hugel, the chairman of RJR Nabisco, receives a call from RJR Nabisco's CEO, Ross Johnson; Johnson plans to present an LBO plan to the board of directors at the board meeting the following week. The case details Hugel's actions as chairman, and describes the... View Details
      Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Food and Beverage Industry; Food and Beverage Industry
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      Lorsch, Jay W. "RJR Nabisco Board: Guardians of the Gate? (A)." Harvard Business School Case 491-120, April 1991. (Revised July 1991.)
      • April 1991 (Revised July 1991)
      • Supplement

      RJR Nabisco Board: Guardians of the Gate? (B)

      By: Jay W. Lorsch
      The special committee of the RJR Nabisco board has extended the bidding deadline for the company by 10 days. The case explains the process by which Kohlberg Kravis Roberts and the management group bid against one another for ownership of RJR Nabisco. The board of... View Details
      Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Food and Beverage Industry; Food and Beverage Industry
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      Lorsch, Jay W. "RJR Nabisco Board: Guardians of the Gate? (B)." Harvard Business School Supplement 491-121, April 1991. (Revised July 1991.)
      • March 1991 (Revised October 1991)
      • Case

      CEO Evaluation at Dayton Hudson

      By: Jay W. Lorsch
      Describes the Dayton Hudson CEO evaluation process, one of the most intensive in corporate America today. The board of directors' role in the evaluation is examined, as is the question of whether the Dayton Hudson CEO evaluation process should serve as a model for... View Details
      Keywords: Performance Evaluation; Governing and Advisory Boards; Management Succession; Management Teams
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      Lorsch, Jay W. "CEO Evaluation at Dayton Hudson." Harvard Business School Case 491-116, March 1991. (Revised October 1991.)
      • March 1991 (Revised January 1996)
      • Case

      The General Mills Board and Strategic Planning

      By: Jay W. Lorsch
      Examines the General Mills Board of Directors' role in the General Mills joint venture with Nestle S.A. to sell cereals outside of North America. It raises the more general question of the appropriate role for the board of directors in strategy formulation. View Details
      Keywords: Joint Ventures; Trade; Corporate Governance; Managerial Roles; Expansion; Food and Beverage Industry; North America
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      Lorsch, Jay W. "The General Mills Board and Strategic Planning." Harvard Business School Case 491-117, March 1991. (Revised January 1996.)
      • February 1991 (Revised March 1995)
      • Case

      Alantar, Inc.

      By: Jay W. Lorsch
      The CEO and chairman of Alantar, Inc. is confronted with the problem of how to create a more effective board of directors and also how to provide for his own successor. View Details
      Keywords: Governing and Advisory Boards; Management Succession; Agriculture and Agribusiness Industry; Ecuador
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      Lorsch, Jay W. "Alantar, Inc." Harvard Business School Case 391-158, February 1991. (Revised March 1995.)
      • February 1991 (Revised March 1995)
      • Case

      Board of Directors: Membership

      By: Jay W. Lorsch
      Keywords: Governing and Advisory Boards
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      Lorsch, Jay W. "Board of Directors: Membership." Harvard Business School Case 491-081, February 1991. (Revised March 1995.)
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