Publications

Find at Harvard

2015
Working Paper

Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality

By: Robert G. Eccles and Tim Youmans

Under the prevailing ideology of "shareholder primacy" most boards of directors believe that they are prevented from considering stakeholders other than shareholders in determining material issues and materiality for strategy and reporting. New research is showing that... View Details

Keywords: Governing and Advisory Boards; Business and Stakeholder Relations; Corporate Governance; Business and Shareholder Relations

SSRN

Read Now

John Batter is a retired Litigation Partner in the Boston Office of Wilmer Cutler Pickering Hale and Dorr LLP where his practice focussed on on the defense of public and private companies and their directors and management against breach of fiduciary duty claims and... View Details

November 2007 (Revised June 2011)
Case

ISS A/S (A)

By: Clayton S. Rose

Provides the opportunity to examine the nature and extent of a company's responsibilities to its bondholders, and to develop an enhanced understanding of the challenges in managing contractual obligations, and circumstances under which business leaders might agree to... View Details

Keywords: Risk and Uncertainty; Bonds; Contracts; Private Equity; Leveraged Buyouts; Privatization; Business and Stakeholder Relations; Borrowing and Debt; Cross-Cultural and Cross-Border Issues; Europe

Article

ESG Integration in Investment Management: Myths and Realities

By: Sakis Kotsantonis, Christopher Pinney and George Serafeim

The authors’ aim in this article is to set the record straight on the financial performance of sustainable investing while also correcting a number of other widespread misconceptions about this rapidly growing set of principles and methods. Myth Number 1:... View Details

Keywords: ESG; Sustainability; Investment Management; Finance; Corporate Social Responsibility; Integrated Corporate Reporting; Corporate Social Responsibility and Impact; Investment; Environmental Sustainability; Corporate Governance

Find at Harvard

2006
Other Unpublished Work

Does Banks' Corporate Control Benefit Firms? Evidence from US Banks' Control over Firms' Voting Rights

By: Joao A.C. Santos and Kristin Wilson

In this paper we examine the importance of banks' corporate control over their borrowers by investigating the loan pricing effect of banks' voting stakes in borrowers. We exploit the fact that banks may hold shares of firms in a fiduciary capacity to identify a clean... View Details

Keywords: Voting; Corporate Governance; Commercial Banking; Banking Industry; United States

SSRN

2020
Working Paper

Nonprofit Boards: It Is time to Lift Your Gaze and See the System

By: Shamal Dass, Kristy Muir and V. Kasturi Rangan

Nonprofits the world over have faced significant crises in 2020, leaving them and their constituents in precarious positions. Responses to these crises have demonstrated incredible agility. However, they have also demonstrated that the first two levels of governance... View Details

Keywords: Nonprofit Organizations; Governing and Advisory Boards; Health Pandemics; Governance; Corporate Social Responsibility and Impact; System; Framework

SSRN

Read Now

November 2010 (Revised November 2017)
Case

Washout: The Founders' Tale and the Investors' Tale

By: Lena G. Goldberg and Chad M. Carr

The competing narratives of the founders of Alantec, Inc. and the venture capitalists who funded the company are explored in the context of Kalashian v. Advent VI Ltd. a California Superior Court case. The founders of the company, which produced switches for computer... View Details

Keywords: Business Startups; Venture Capital; Governance Controls; Governing and Advisory Boards; Lawsuits and Litigation; Managerial Roles; Ownership Stake; Business and Shareholder Relations; Conflict and Resolution; Technology Industry

March 2014 (Revised October 2014)
Teaching Note

ISS A/S: The Buyout

By: Lucy White and Carsten Bienz

Provides the opportunity to value a leveraged buyout; and to examine the nature and extent of a company's responsibilities to its bondholders. Here, the context is a "going private" transaction in Europe, where the financing plan called for the addition to the... View Details

Keywords: LBO; Private Equity; Contracts; Global Business; International Business; Finance; Ethics; Law; Service Industry; Europe

February 2014 (Revised October 2014)
Case

ISS A/S: The Buyout

By: Clayton Rose, Carsten Bienz and Lucy White

Provides the opportunity to value a leveraged buy-out; and to examine the nature and extent of a company's responsibilities to its bondholders. Here, the context is a "going private" transaction in Europe, where the financing plan called for the addition to the... View Details

Keywords: LBO; Private Equity; Contracts; Global Business; International Business; Finance; Ethics; Law; Service Industry; Europe

April 2008 (Revised September 2008)
Case

Shareholder Activists at Friendly Ice Cream (A)

By: Fabrizio Ferri, V.G. Narayanan and James Weber

Two activist investors, one a founder and one a hedge-fund manager, seek to improve board oversight at a chain restaurant company. Prestley Blake founded Friendly Ice Cream in 1935 with his brother, and the two created a chain of full-service restaurants. In 1979 they... View Details

Keywords: Investment Activism; Governing and Advisory Boards; Lawsuits and Litigation; Business or Company Management; Business and Shareholder Relations; Conflict of Interests; Food and Beverage Industry; United States

January 2025
Case

A Tiger in the Tank: Exxon Sues Investors

By: Clayton S. Rose, Sarah Sasso and James Weber

In June 2024, investors were trying to make sense of ExxonMobil’s (Exxon) lawsuit against two impact investors, Arjuna Capital (Arjuna) and Follow This, that had just been dismissed by the U.S. District Court of Northern Texas. Exxon’s suit challenged the rights of two... View Details

November 2024
Article

Stakeholder Amnesia in M&A Deals

By: Caley Petrucci and Guhan Subramanian

Public companies have increasingly embraced environmental, social and governance (ESG) factors in the course of everyday business. However, these ESG considerations are virtually non-existent in merger and acquisition (M&A) transactions. Elon Musk’s recent acquisition... View Details

Keywords: Corporate Governance; Corporate Social Responsibility and Impact; Governing and Advisory Boards; Mergers and Acquisitions

Read Now

01 Nov 2011
First Look

First Look: Nov. 1

Chancery Court was considering a suit claiming that Del Monte board members had breached their fiduciary duty to shareholders by not pursuing the best transaction for Del Monte. In the course of the discovery phase of the trial, the... View Details

Keywords: Sean Silverthorne

Program

Preparing to Be a Corporate Director

effective as a corporate director. Details Maximize your contribution as a board director Confidently assume the role of corporate directors, including legal and fiduciary duties Develop the competence and knowledge to manage critical... View Details

September 2008 (Revised October 2008)
Case

Shareholder Activists at Friendly Ice Cream (A1)

By: Fabrizio Ferri, V.G. Narayanan and James Weber

Two activist investors, one a founder and one a hedge fund manager, seek to improve board oversight at a chain restaurant company. Prestley Blake founded Friendly Ice Cream in 1935 with his brother, and the two created a chain of full-service restaurants. In 1979, they... View Details

Keywords: Investment Activism; Governing and Advisory Boards; Lawsuits and Litigation; Business or Company Management; Business and Shareholder Relations; Conflict of Interests; Food and Beverage Industry; United States

07 Feb 2008
Working Paper Summaries

Attracting Flows by Attracting Big Clients: Conflicts of Interest and Mutual Fund Portfolio Choice

Keywords: by Lauren H. Cohen & Breno Schmidt; Financial Services

September 2008 (Revised October 2008)
Supplement

Shareholder Activists at Friendly Ice Cream (A2)

By: V.G. Narayanan, Fabrizio Ferri and James Weber

The A1 and A2 versions of the “Shareholder Activists at Friendly Ice Cream (A)” split the original A case into two parts. The A1 case ends as activists Sardar Biglari and Phil Cooley prepare to meet with CEO Don Smith at Friendly's headquarters in September 2006. The... View Details

Keywords: Investment Activism; Business and Shareholder Relations; Governing and Advisory Boards; Conflict and Resolution; Lawsuits and Litigation; Business or Company Management; Food and Beverage Industry; United States