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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

December 2015
Case

Negotiating the Path of Abraham, 2015 Progress and Challenges

By: James K. Sebenius

The Abraham Path board reviews the last five years and seeks to frame and act on its major strategic, negotiating, and operational challenges going forward. The Abraham Path Initiative seeks to revitalize a route of Middle East cultural tourism following Abraham's path... View Details

September 2015 (Revised February 2016)
Case

Novell (A): When an Activist Hedge Fund Came Calling on the Board

By: Richard L. Nolan

No corporation and its board of directors is immune to a disruptive shareholder activist attack. The Novell (A) and (B) cases take students through a shareholder activist attack and its aftermath—a saga that spanned 5 years. The cases outline the activist playbook in... View Details

Keywords: Investment Activism

September 2015 (Revised February 2016)
Supplement

Novell (B): Board of Directors Aftermath of Hedge Fund Attack

By: Richard L. Nolan

No corporation and its board of directors is immune to a disruptive shareholder activist attack. The Novell (A) and (B) cases take students through a shareholder activist attack and its aftermath—a saga that spanned 5 years. The cases outline the activist playbook in... View Details

Keywords: Investment Activism; Governing and Advisory Boards; Decision Making

August 2015 (Revised September 2015)
Case

Shareholder Activists and Corporate Strategy

By: David Collis and Ashley Hartman

By 2015, there had been an upsurge in activist shareholders arguing for radical changes in companies' corporate strategies. Personalities like Carl Icahn, Bill Ackman, and Daniel Loeb were feared and loathed in some quarters, celebrated in others. With nearly $120... View Details

Keywords: Scope; Activist Investors; Spin-offs; Synergy; Diversification; Consolidation; Hedge Fund; Corporate Strategy

July 2015 (Revised March 2021)
Case

Proxy Contest at DuPont

By: Jay W. Lorsch and Emily McTague

On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three... View Details

Keywords: Board Of Directors; Hedge Fund; Activist Investing; Activist Investors; Proxy Fight; Corporate Governance; Governing and Advisory Boards; Investment Activism; Chemical Industry; United States

April 2015 (Revised July 2015)
Case

Proxy Access at Whole Foods

By: Jay Lorsch and Emily McTague

Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details

Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America

February 2015
Case

CLP: Powering Asia

By: George Serafeim, Rebecca Henderson and Dawn Lau

Richard Lancaster, taking over from Andrew Brandler, was the Chief Executive Officer (CEO) of CLP Holdings Ltd., one of the leading power companies in Asia, with operations in China, Southeast Asia, Taiwan, Australia, and India, and an energy portfolio spanning coal,... View Details

Keywords: Energy Generation; Environmental Sustainability; Goals and Objectives; Values and Beliefs; Growth and Development Strategy; Strategic Planning; Energy Industry; Asia; India

2014
Working Paper

Adding Value Through Venture Capital in Latin America and the Caribbean

By: Josh Lerner, Ann Leamon, James Tighe and Susana Garcia-Robles

Venture capital (VC) investment has long been recognized as an engine for economic growth and development. Unlike bank loans, where the entrepreneur receives money and is left alone as long as the payments arrive on the pre-arranged schedule, venture capital... View Details

Keywords: Venture Capital; Value; Entrepreneurship; Investment; Latin America; West Indies

May 2014
Article

How to Outsmart Activist Investors

By: Bill George and Jay W. Lorsch

We offer opinions on how management and corporate boards of directors can best manage investor relations with activist stockholders such as hedge funds who are demanding major changes within a corporation to improve stockholder return. Beverage industry firm PepsiCo is... View Details

Keywords: Investment Activism

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March 2014 (Revised May 2014)
Teaching Note

The TELUS Share Conversion Proposal

By: Lucy White and Benjamin C. Esty

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

January 2014 (Revised May 2015)
Case

Open English

By: Jeffrey J. Bussgang and Lisa Mazzanti

Open English, a Miami-based startup offering online English language learning services, had more than 30,000 active students across Latin America in 2012. The company had just closed a $43 million financing round in order to rapidly scale its service to the next level.... View Details

Keywords: Technology Strategy; Product Management; Startup; Online Learning; Digital Platforms; Entrepreneurship; Business Startups; Technology Industry; Miami; Venezuela

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

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

September 2013
Case

United Rentals (A)

By: Jay W. Lorsch, Kathleen Durante and Emily McTague

In December 1997 United Rentals (URI) went public on the NYSE. Ten years later, during the peak of the economic meltdown, the company's performance was in decline. United Rentals had experienced its share of problems in the prior years and was still struggling to... View Details

Keywords: Board Of Directors; Board Dynamics; Accounting Fraud; Governance; Board Committees; Merger; Corporate Governance; Construction Industry; United States

2013
Working Paper

Management: Theory and Practice, and Cases

By: Richard L. Nolan

This working paper reports on a major Harvard Business School project designed to enhance MBA and practicing executives in case learning. The work is built on the foundation of HBS field cases employing the monomyth "hero's journey" classic story structure along... View Details

Keywords: Innovation; CIO; CEO; Hero's Journey; Monomyth; Management; Practice; Cases; Theory; Innovation and Invention

2013
Chapter

Who Chooses Board Members?

By: Ali Akyol and Lauren Cohen

We exploit a recent regulation passed by the US Securities and Exchange Commission (SEC) to explore the nomination of board members to US publicly traded firms. In particular, we focus on firms’ use of executive search firms versus allowing internal members (often... View Details

Keywords: Boards; Boards Of Directors; Executive Search Firms; Governance; SEC Regulation; Governing and Advisory Boards; Management Succession; Executive Compensation

March 2013
Supplement

HOYA Corporation (A)

By: W. Carl Kester

Keywords: Mergers and Acquisitions; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Negotiation Tactics; Business and Shareholder Relations; Valuation; Japan

October 2012 (Revised August 2014)
Case

The Canada Pension Plan Investment Board: October 2012

By: Josh Lerner, Matthew Rhodes-Kropf and Nathaniel Burbank

The Canada Pension Plan Investment Board (CPPIB) is one of the largest and fastest-growing pools of investment capital in the world and follows an unusually active program of investment management. In October of 2012, Mark Wiseman was just 12 weeks into his role as... View Details

Keywords: Canada; CPPIB; Pensions; Private Equity; Financial Services Industry; Canada

October 2012 (Revised August 2018)
Case

Carolina for Kibera

By: Kathleen L. McGinn, Beth-Ann Kutchma and Cailin B. Hammer

Carolina for Kibera (CFK) is an international non-profit organization whose mission is to promote youth leadership and gender and ethnic cooperation in Kibera, the largest unstructured settlement situated in the heart of Nairobi, Kenya. CFK's programs constructively... View Details

Keywords: Organizational Behavior; Power and Influence; Non-Governmental Organizations; Social Enterprise; Negotiation; Organizational Change and Adaptation; Kenya; United States

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