Publications

September 2017
Article

Reexamining Staggered Boards and Shareholder Value

By: Charles C.Y. Wang and Alma Cohen

Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not... View Details

Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value

January 2024 (Revised November 2024)
Technical Note

Legal Analysis: Corporate Governance and the Board of Directors

By: Louis Caldera

July 2017 (Revised September 2017)
Case

Donald Trump Calls Carrier Corporation

By: Andy Zelleke and Brian Tilley

This case examines the influence of political pressure on corporate decision-making. It questions whether fidelity to domestic operations ought to be a corporate social responsibility, and thus it challenges the limits of “social responsibility” as a corporate ideal.... View Details

Keywords: Corporate Social Responsibility; Board Decisions; Political Influence; Layoffs; Offshoring And Outsourcing; Manufacturing; United States; Mexico; Governing and Advisory Boards; Decision Making; Job Cuts and Outsourcing; Political Elections; Corporate Social Responsibility and Impact; Corporate Governance; Technology Industry; Manufacturing Industry; Connecticut; Indiana; Mexico

1989
Book

Pawns or Potentates: The Reality of America's Corporate Boards

By: J. W. Lorsch and Elizabeth MacIver

Keywords: Management Teams

11 May 2011
Research & Ideas

Building a Better Board

discuss what he considers to be the biggest practical issues facing boards today: how to get and give honest assessments without eroding collegiality and trust; how to evaluate the CEO using factors that go beyond financial results; how... View Details

Keywords: by Carmen Nobel

February 16, 2016
Article

The Political Issues Board Directors Care Most About

By: Boris Groysberg and J. Yo-Jud Cheng

Keywords: Board Of Directors; Political Issues; Corporate Governance

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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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February 2021 (Revised September 2022)
Case

Shareholder Activists and Corporate Strategy

By: David J. Collis and Caeden Brynie

This library case examines the rise of shareholder activism in recent years, particularly in the public eye, and analyzes its effects on corporate strategy, growth, and shareholder value. It looks at three contemporary targets of shareholder activism in particular—Bed... View Details

Keywords: Shareholder; Shareholder Activism; Board; Board Of Directors; Hedge Fund; Hedge Fund Activism; Strategy; Corporate Strategy; Investment Activism; Governing and Advisory Boards; Business and Shareholder Relations

June 2020
Case

Recovering Trust After Corporate Misconduct at Wells Fargo

By: Suraj Srinivasan and Jonah S. Goldberg

The case describes widespread misconduct at Wells Fargo Community Bank in the period leading up to 2017 and the company’s subsequent attempts to improve internal controls, company culture, and corporate governance. The case examines the potential causes of large scale... View Details

Keywords: Corporate Misconduct; Internal Controls; Banks and Banking; Crime and Corruption; Corporate Governance; Organizational Culture; Governance Compliance; Management Systems; Organizational Change and Adaptation; Performance Improvement; Governing and Advisory Boards

2001
Working Paper

The Role of Corporate Boards in Improving Governance through Effective Disclosure

By: Paul M. Healy and Krishna G. Palepu

Spring 2013
Article

America's Changing Corporate Boardrooms: The Last Twenty-Five Years

By: Jay W. Lorsch

This article outlines several significant changes in corporate boardrooms over the past twenty-five years and uses those lessons to propose a thought experiment about how boards can be shaped in the future. Professor Lorsch argues that the major problems in the last... View Details

Keywords: Boards Of Directors; BEST Practices; Stakeholder Engagement; Governing and Advisory Boards; Problems and Challenges; Business and Stakeholder Relations; Change

02 Nov 2016
Working Paper Summaries

The Structure of Board Committees

Keywords: by Kevin D. Chen and Andy Wu

May–June 2015
Article

Higher-Ambition CEOs Need Higher-Ambition Boards

By: Edward Ludwig, Elise Walton and Michael Beer

The authors opine that ambitious chief executives (CEOs) of corporations need corporate boards which are also ambitious and accommodative of them. According to the authors good corporate governance and financial performance are the main requirements for good board-CEO... View Details

Keywords: Governing and Advisory Boards; Management Succession; Performance; Corporate Governance; Management Teams

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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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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... View Details

Keywords: by Malcolm Salter; Financial Services

Research Summary

Dissertation: Speaking Up on Boards

My dissertation examines individual and group behavior in corporate boards of directors. I focus on individual traits and group traits that can foster or inhibit the act of speaking up when an individuals views go against the general consensus in the room. Research and... View Details

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

December 2010
Article

The Case for Professional Boards

By: Robert C. Pozen

When the world's largest financial institutions had to be rescued from insolvency in 2008, many experts laid the blame at the feet of corporate boards. But insufficient board oversight is a problem that had supposedly been solved in 2002. As the United States... View Details

Keywords: Financial Institutions; Insolvency and Bankruptcy; Governing and Advisory Boards; Failure; Accounting Audits; Quality; Behavior; Legal Liability; Experience and Expertise; Corporate Governance; Governance Controls; Performance Effectiveness; United States

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