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October 2012 (Revised February 2013)
Case

Jim Johnson's Re-election to the Goldman Sachs Board

By: Suraj Srinivasan and Kelly Baker

The case presents the opposition by a leading institutional investor in Goldman Sachs to the re-election of Jim Johnson to the board of directors of the company. The investor, Sequoia Fund, opposes the re-election citing Jim Johnson's prior track record as the CEO of... View Details

Keywords: Board Of Directors; Corporate Governance; Director Elections; Goldman Sachs; Reputation; Institutional Investing; Governing and Advisory Boards; Corporate Accountability; Banking Industry; New York (city, NY)

17 Jan 2007
Op-Ed

Learning from Private-Equity Boards

for corporate boards. The yes answer reflects the fact that many productive aspects of corporate governance and control that have proven effective in the private-equity industry were noticeably absent at Enron. If Enron's board (which was... View Details

Keywords: by Malcolm Salter; Financial Services

December 2011
Article

CEO and Board Chair Roles: To Split or Not to Split?

By: Aiyesha Dey, Ellen Engel and Xiaohui Liu

We examine the performance and compensation implications of firms' decisions to combine the roles of CEO and board chairman (duality). We document that firms that split the CEO and chairman positions due to investor pressure have significantly lower announcement... View Details

Keywords: CEO Duality; Board Chairman; Firm Performance; Pay-performance Sensitivity; Corporate Governance; Governing and Advisory Boards; Leadership; Performance Efficiency

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August 23, 2016
Article

7 Charts Show How Political Affiliation Shapes U.S. Boards

By: J. Yo-Jud Cheng and Boris Groysberg

Keywords: Board Of Directors; Political Affiliation; Corporate Governance

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Winter 2021
Article

Can Staggered Boards Improve Value? Causal Evidence from Massachusetts

By: Robert Daines, Shelley Xin Li and Charles C.Y. Wang

We study the effect of staggered boards (SBs) using a quasi-experiment: a 1990 law that imposed an SB on all Massachusetts-incorporated firms. The law led to an increase in Tobin's Q, investment in CAPEX and R&D, patents, higher-quality patented innovations, and... View Details

Keywords: Staggered Board; Entrenchment; Life-cycle; Tobin's Q; Innovation; Profitability; Investor Composition; Governing and Advisory Boards; Investment; Innovation and Invention; Institutional Investing; Value

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January 2016 (Revised January 2019)
Supplement

The Allergan Board Under Fire (B)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

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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January 2016 (Revised January 2019)
Case

The Allergan Board Under Fire (A)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

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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February 2001
Article

Unbalanced Boards

By: Jay W. Lorsch, A. Zelleke and Katharina Pick

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2007
Other Presentation

Libyan Economic Development Board Blueprint

By: Michael E. Porter

Libyan Economic Development Board Blueprint View Details

Keywords: Economics; Libya

11 Jul 2012
Research & Ideas

The Future of Boards

eight experts and practitioners, all with ties to HBS, to examine the state of boards today, what lies ahead, and what needs to change in the context of an increasingly global world that has seen the complexity of corporations increase to... View Details

Keywords: by Julia Hanna

December 2022 (Revised May 2024)
Background Note

Brief Note on Staggered Boards

By: Lynn S. Paine and Will Hurwitz

This background note discusses the evolution, use, and prevalence of staggered boards. By comparison with unitary boards whose members are all elected annually for one-year terms, staggered boards are divided into subsets of directors, with one subset up for election... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Business History; Trends; Decision Choices and Conditions; United States

July 2004 (Revised August 2004)
Case

On Becoming a Board Member

By: Jay W. Lorsch and Ashley Robertson

A Hispanic executive is considering whether to join the board of directors of a company and receives advice from several more experienced directors. Teaching Purpose: To focus on the issues related to joining a board of directors. View Details

Keywords: Management; Leadership; Ethnicity; Governing and Advisory Boards

November 2009 (Revised July 2012)
Case

Board Leadership at Entergy Corporation

By: Jay W. Lorsch and Melissa Barton

Wayne Leonard became CEO of Entergy in 1999. After serving as CEO for close to eight years, the Entergy Board named Leonard Chairman and CEO. View Details

Keywords: Management Teams; Governing and Advisory Boards; Leadership

Teaching Interest

Making Corporate Boards More Effective

By: Guhan Subramanian

While your corporate board may have broadly defined legal duties, its role in evaluating management, providing strategic oversight, and dealing with the complexity of today's regulatory environment has never been more tested—or more... View Details

2015
Working Paper

Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov

By: Alma Cohen and Charles C.Y. Wang

In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They... View Details

Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware

02 Sep 2010
What Do You Think?

How Transparent Should Boards Be?

Gogula put it, "While protecting the short term interests of shareholders and avoiding a depression of stock prices may be a tempting recourse for a Board member to take, long-term shareholder interest is what the View Details

Keywords: by Jim Heskett

02 Nov 2016
Working Paper Summaries

The Structure of Board Committees

Keywords: by Kevin D. Chen and Andy Wu

January–February 1995
Article

Empowering the Board

By: J. W. Lorsch

Keywords: Governance

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