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- All HBS Web (252)
- Faculty Publications (123)
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- June 2007 (Revised April 2008)
- Case
Say on Pay
By: Jay W. Lorsch, V.G. Narayanan and Alexis Chernak
Briefly describes the trend in 2006 and 2007 in the United States to give shareholders an advisory vote on executive compensation. Highlights a few examples where shareholders have successfully garnered a majority in support of an advisory vote measure on company proxy... View Details
Keywords: Voting; Corporate Governance; Governing and Advisory Boards; Executive Compensation; Business and Government Relations; Business and Shareholder Relations; United States
Lorsch, Jay W., V.G. Narayanan, and Alexis Chernak. "Say on Pay." Harvard Business School Case 407-129, June 2007. (Revised April 2008.)
- March 2012 (Revised September 2014)
- Supplement
Clarks at a Crossroads (B)
By: John A. Davis and Suzanne Stroh
Clarks (B) summarizes the results of the shareholders vote described in the (A) case. View Details
Davis, John A., and Suzanne Stroh. "Clarks at a Crossroads (B)." Harvard Business School Supplement 812-114, March 2012. (Revised September 2014.)
- August 2009 (Revised August 2010)
- Supplement
Eddie Bauer (B)
By: Paul M. Healy, Sharon P. Katz and Aldo Sesia
In February 2007, shareholders of Eddie Bauer, the specialty apparel retailer, were scheduled to vote on management's proposed sale of the company to two private equity firms. More than 50% of outstanding shares in Eddie Bauer needed to be voted in favor of the deal... View Details
Keywords: Financial Statements; Mergers and Acquisitions; Governing and Advisory Boards; Privatization; Valuation; Apparel and Accessories Industry; Retail Industry; United States
Healy, Paul M., Sharon P. Katz, and Aldo Sesia. "Eddie Bauer (B)." Harvard Business School Supplement 110-009, August 2009. (Revised August 2010.)
- June 2009
- Supplement
Executive Remuneration at Royal Dutch Shell (B)
By: Jay W. Lorsch and Kaitlyn Simpson
At the 2009 Shell annual meeting, the majority of shareholders vote against the exclusive pay package. The B case compares the remuneration committee perspective (and their rationale for using discretion to award the bonuses) as well as the shareholder perspective (and... View Details
Keywords: Voting; Corporate Governance; Governance Controls; Executive Compensation; Business and Shareholder Relations; Perspective; Energy Industry
Lorsch, Jay W., and Kaitlyn Simpson. "Executive Remuneration at Royal Dutch Shell (B)." Harvard Business School Supplement 409-127, June 2009.
- 05 Jul 2006
- Op-Ed
Corporate Governance Activists are Headed in the Wrong Direction
director nominations from the floor often exceed the board "slots" to be filled. Nominees receiving the highest number of votes (albeit perhaps not a majority) are elected under the plurality rule. View Details
Keywords: by Joseph Hinsey
- July 2011 (Revised September 2011)
- Case
CEO Compensation at GE: A Decade with Jeff Immelt
By: V.G. Narayanan and Lisa Brem
When ISS, a large shareholder advisory group, recommended a "no" vote on Jeff Immelt's award of 2 million stock options in April 2011, GE's compensation committee had to decide whether to rescind or amend the award or ignore the ISS recommendation. Was Immelt's 2010... View Details
Keywords: Budgets and Budgeting; Stock Options; Stock Shares; Annual Reports; Executive Compensation; Compensation and Benefits; Business and Shareholder Relations; Performance Evaluation; Corporate Governance; Corporate Accountability; Energy Industry; Financial Services Industry
Narayanan, V.G., and Lisa Brem. "CEO Compensation at GE: A Decade with Jeff Immelt." Harvard Business School Case 112-003, July 2011. (Revised September 2011.)
- December 2011 (Revised May 2015)
- Case
Aviva Investors
By: George Serafeim
The Aviva Investors case describes the challenge of integrating sustainability considerations into the strategy and business practices of companies and into the decision making process of the investment community. Steve Waygood, Chief Responsible Investment Officer at... View Details
Keywords: Investing; Investment Management; Shareholder Activism; Disclosure; Stock Exchanges; Sustainability; Sustainable Development; Sustainability Reporting; ESG; ESG (Environmental, Social, Governance) Performance; Social Impact; Activism; Investment; Management; Business and Shareholder Relations; Environmental Sustainability; United Kingdom
Serafeim, George, Robert G. Eccles, and Kyle Armbrester. "Aviva Investors." Harvard Business School Case 112-047, December 2011. (Revised May 2015.)
- December 2010
- Article
Rating the Ratings: How Good are Commercial Governance Ratings?
By: Robert M. Daines, Ian D. Gow and David F. Larcker
Proxy advisory and corporate governance rating firms (such as RiskMetrics/Institutional Shareholder Services, GovernanceMetrics International, and The Corporate Library) play an increasingly important role in U.S. public markets. They rank the quality of firm corporate... View Details
Keywords: Corporate Governance; Markets; Rank and Position; Quality; Business and Shareholder Relations; Voting; Change; Information; Outcome or Result; United States
Daines, Robert M., Ian D. Gow, and David F. Larcker. "Rating the Ratings: How Good are Commercial Governance Ratings?" Journal of Financial Economics 98, no. 3 (December 2010): 439–461.
- Research Summary
Current Research: Issues in Corporate Governance
Effectiveness of shareholder voting
Reform of shareholder voting is a key component of legislation arising from the financial crisis of 2008. Professor Gow examines the effect of shareholder voting on corporate actions, particularly on... View Details
- Research Summary
Say on Pay
By: Jay W. Lorsch
This project is examining, on a continuing basis, the evolving practice of allowing shareholders to have a vote on top executive compensation. The expected product will be an article explaining the limitations of this effort to give shareholders voice. View Details
- March 2009 (Revised April 2009)
- Case
AFSCME vs. Mozilo...and "Say on Pay" for All! (A) (Abridged)
By: Fabrizio Ferri and James Weber
Richard Ferlauto, director of pensions and benefits policy at the AFSCME, the largest public sector workers union in the U.S., was responsible for protecting the pensions of its members. Because pensions were invested for decades, Ferlauto wanted the companies in which... View Details
Keywords: Voting; Investment; Investment Activism; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Executive Compensation; Ownership Stake; Business and Shareholder Relations; United States
Ferri, Fabrizio, and James Weber. AFSCME vs. Mozilo...and "Say on Pay" for All! (A) (Abridged). Harvard Business School Case 309-101, March 2009. (Revised April 2009.)
- 2013
- Other Unpublished Work
How ISS Dictates Equity Plan Design
By: David F. Larcker, Ian D. Gow, Allan McCall and Brian Tayan
Proxy advisory firms have long been known to influence the voting decisions of institutional investors. Now, a growing body of evidence suggests that they also influence company decisions in equity plan design. Should shareholders and the SEC be concerned? View Details
Larcker, David F., Ian D. Gow, Allan McCall, and Brian Tayan. "How ISS Dictates Equity Plan Design." Stanford Closer Look Series, Stanford Graduate School of Business, 2013.
- 2009
- Book
Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950
By: Aldo Musacchio
In Experiments in Financial Democracy, I challenge the idea that it was colonial institutions that sent Brazil, a civil law country, down a particular path of corporate governance and finance. Detailed archival research reveals significantly different patterns of... View Details
Keywords: Private Equity; Investment; Corporate Governance; Governing Rules, Regulations, and Reforms; Business History; Business and Shareholder Relations; Brazil
Musacchio, Aldo. Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950. Cambridge University Press, 2009.
- March 2012 (Revised September 2014)
- Case
Clarks at a Crossroads (A)
By: John A. Davis and Suzanne Stroh
Clarks at a Crossroads (A) describes how this venerable British shoe company falls behind its competition and into financial trouble. The case ends with a pivotal vote by shareholders on whether to sell this family company. View Details
Davis, John A., and Suzanne Stroh. "Clarks at a Crossroads (A)." Harvard Business School Case 812-113, March 2012. (Revised September 2014.)
- March 2009
- Supplement
Groupe Eurotunnel S.A. (B): Restructuring Under the Procedure de Sauvegarde
By: Stuart C. Gilson, Vincent Marie Dessain and Sarah Abbott
In mid-2007 the chairman and CEO of Eurotunnel Group, having elected to file for bankruptcy under a newly-enacted French insolvency law, awaits the outcome of a vote by creditors and shareholders. At least 50% of the shareholders must approve the plan, however they... View Details
Keywords: Restructuring; Capital Structure; Insolvency and Bankruptcy; Law; Valuation; Assets; Investment Funds; Voting; Business and Shareholder Relations; Ownership; Outcome or Result; France
Gilson, Stuart C., Vincent Marie Dessain, and Sarah Abbott. "Groupe Eurotunnel S.A. (B): Restructuring Under the Procedure de Sauvegarde." Harvard Business School Supplement 209-113, March 2009.
- July 2020 (Revised March 2021)
- Case
Board Diversity at Amazon (A)
By: Aiyesha Dey and Anu Atluru
The case revolves around the decisions that the board of directors of ecommerce giant Amazon would need to make in response to the controversial letter that activist shareholder CtW investment group sent to Amazon’s shareholders, urging them to vote in favor of a... View Details
Keywords: Board Of Directors; Boards; Governing and Advisory Boards; Diversity; Gender; Race; United States
Dey, Aiyesha, and Anu Atluru. "Board Diversity at Amazon (A)." Harvard Business School Case 121-012, July 2020. (Revised March 2021.)
- February 2017 (Revised June 2017)
- Supplement
ExxonMobil: Business as Usual? (B)
By: George Serafeim, Shiva Rajgopal and David Freiberg
The case presents ExxonMobil's response to growing pressure to disclose how climate change will impact their business. This includes multiple asset impairments and losing a proxy vote to shareholders to increase climate change related reporting. Supplements the (B)... View Details
Keywords: Oil ＆ Gas; Oil Prices; Oil Companies; Asset Impairment; Predictive Analytics; Sustainability; Environmental Impact; Innovation; Disclosure; Accounting; Valuation; Energy Sources; Ethics; Corporate Disclosure; Governance Compliance; Climate Change; Financial Reporting; Energy Industry; United States
Serafeim, George, Shiva Rajgopal, and David Freiberg. "ExxonMobil: Business as Usual? (B)." Harvard Business School Supplement 117-047, February 2017. (Revised June 2017.)
- April 2018 (Revised June 2020)
- Case
Tesla's CEO Compensation Plan
By: Krishna G. Palepu and Sarah Mehta
Tesla’s board of directors proposed an unusual compensation plan for the company’s CEO Elon Musk. The plan payouts were entirely contingent on achieving very ambitious market value, sales, and EBIT targets over the next ten years. If all the targets were achieved,... View Details
Keywords: CEO Compensation; Compensation Committee; Corporate Governance; Executive Compensation; Governing and Advisory Boards; Business and Shareholder Relations; Auto Industry; United States
Palepu, Krishna G., and Sarah Mehta. "Tesla's CEO Compensation Plan." Harvard Business School Case 118-085, April 2018. (Revised June 2020.)
- May 2014 (Revised June 2016)
- Supplement
Mylan Lab's Proposed Merger with King Pharmaceuticals—courseware
By: Lucy White
Perry Capital owns shares in King and, to facilitate approval of the merger, buys shares in Mylan, whilst hedging out its economic exposure to Mylan's share price using derivatives. The price at which Mylan proposes to merge with King is generous to King shareholders,... View Details
- February 2014 (Revised June 2016)
- Case
Mylan Laboratories' Proposed Merger with King Pharmaceutical
By: Lucy White and Matt Kozlowski
Perry Capital owns shares in King and, to facilitate approval of the merger, buys shares in Mylan, whilst hedging out its economic exposure to Mylan's share price using derivatives. The price at which Mylan proposes to merge with King is generous to King shareholders,... View Details
Keywords: Mergers and Acquisitions; Voting; Ethics; Stock Shares; Investment; Lawsuits and Litigation; Ownership Stake
White, Lucy, and Matt Kozlowski. "Mylan Laboratories' Proposed Merger with King Pharmaceutical." Harvard Business School Case 214-078, February 2014. (Revised June 2016.)