Publications
Publications
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- All HBS Web
(250)
- Faculty Publications (67)
- January 2014 (Revised January 2014)
- Case
Showdown at Cracker Barrel
By: Suraj Srinivasan and Tim Gray
In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a... View Details
Keywords: Boards; Activist Investors; Proxy Battles; Shareholder Activism; Peer Firm; Ratio Analysis; Financial Accounting; Financial Analysis; Board Of Directors; Boards Of Directors; Financial Intermediaries; Financial Analysts; CEO Turnover; New CEO; Peer Groups; Hedge Fund; Hedge Funds; Proxy Contest; Proxy Fight; Proxy Advisor; Proxy Battle; Financial Statement Analysis; Financial Strategy; Corporate Governance; Corporate Disclosure; Governing and Advisory Boards; Competition; Valuation; Business Strategy; Value Creation; Business and Shareholder Relations; Financial Reporting; Financial Statements; Retail Industry; Food and Beverage Industry; United States
- October 2013 (Revised September 2014)
- Case
The TELUS Share Conversion Proposal
By: Lucy White, Benjamin C. Esty and Lisa Mazzanti
On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details
Keywords: Proxy Contest; Proxy Battle; Proxy Advisor; ISS; Glass Lewis ＆ Co.; Hedge Fund; Short Selling; Share Lending; Telecommunications; Voting Rights; Empty Voting; Equity Decoupling; Share Unification; Dual Class Shares; Canada; Exchange Ratio; Shareholder Activism; Shareholder Votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY)
- July 2013 (Revised September 2019)
- Case
Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'
By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker
This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and... View Details
Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry
- 2013
- Working Paper
Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation
By: Francois Brochet and Suraj Srinivasan
We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details
- 5 Feb 2013
- Conference Presentation
Financing Entrepreneurial Growth
By: Tom Alberg, Andrew A. Bogan, Harold Bradley, Robert D. Cooter, Monika Gruter Cheney, Oliver R. Goodenough, William R. Hambrecht, Frank Hatheway, Thomas F. Hellmann, Marianne Hudson, Jared Konczal, Josh Lerner, Robert E. Litan, Diane Mulcahy, Ramana Nanda, Frank Partnoy, Joe Ratterman, Nava Ravikant, Jay R. Ritter, Alicia Robb, David T. Robinson, Allison Schrager, Barry Silbert, E. R. Sirri, Daniel Stangler and Sharon Vosmek
Despite recent innovations in entrepreneurial finance, particularly at the early stage of business creation, many new and young companies continue to face hurdles to acquire capital.
The Kauffman Foundation addressed current challenges and opportunities in... View Details
- July 2012
- Case
Barclays Capital and the Sale of Del Monte Foods
By: John Coates, Clayton Rose and David Lane
This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary... View Details
- July 2012
- Case
El Paso's Sale to Kinder Morgan
By: John Coates, Clayton Rose and David Lane
On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs... View Details
- 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
- November 2011 (Revised September 2012)
- Case
Underwater Engineer at Intel Corporation
Molly Miller, an Intel employee and shareholder, must decide whether to vote FOR or AGAINST Intel's proposed 2009 option exchange program. Given recent declines in Intel's stock price, more than 99% of Intel's outstanding employee stock options are "underwater," and... View Details
- 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
- July 2010
- Supplement
Post-Crisis Compensation at Credit Suisse (C)
By: Clayton S. Rose and Aldo Sesia
The (C) case describes the results of Credit Suisse's PIP I program, the value of PAF, shareholders' vote on the new compensation plan supported by management, and the impact of the company's approach to the U.K. banker's tax. View Details
- May 2010
- Teaching Note
Say on Pay (TN)
By: V.G. Narayanan and Lisa Brem
Teaching Note for [407129]. View Details
- 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
- June 2009
- Case
Executive Remuneration at Royal Dutch Shell (A)
By: Jay W. Lorsch and Kaitlyn Simpson
The remuneration committee at Shell decided to exercise their discretionary power to award five top executives a bonus for 2008, even though they had not met the necessary performance measures under the compensation plan. Proxy advisors RiskMetrics and the British... View Details
- 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
- March 2009
- Case
Aderans
By: Robin Greenwood, Rakesh Khurana and Masako Egawa
Steel Partners is a U.S.-based hedge fund that has made a large investment in Japan-based wigmaker Aderans. The case is set at the close of the annual meeting in May 2008, when shareholders have voted against all incumbent board members. Steel Partners must act... View Details
- 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
- March 2009
- Article
The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing
By: F. Ferri and Tatiana Sandino
We examine the economic consequences of more than 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and 2004, the first case in which the SEC allowed a shareholder vote on an accounting matter. Our results... View Details
- 2007
- Working Paper
The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing
By: Fabrizio Ferri and Tatiana Sandino
In this paper we examine the economic consequences of over 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and 2004–the first case where the SEC has allowed an accounting matter to be subject to an advisory... View Details
- 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