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  • 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
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  • 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
  • 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
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  • 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
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  • 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
  • 09 Nov 2011
  • Working Paper Summaries

CEO Bonus Plans: And How to Fix Them

Keywords: by Kevin J. Murphy & Michael C. Jensen
  • 07 Mar 2011
  • Research & Ideas

Why Companies Fail—and How Their Founders Can Bounce Back

executive are two very different things. While the former is a learning experience that can lead to future opportunities, the latter can damn a career. A personal failure, as Ghosh defines it, is one in which an individual does something that violates a View Details
Keywords: by Carmen Nobel
  • 17 Apr 2022
  • Book

How to Avoid the 'Ethical Slide' That Leads Companies Astray

primarily to business institutions and business dealings. For example, in this book we will discuss fiduciary duties, rules against fraud, duties owed to corporations and other legal entities, and the resources and legal protections... View Details
Keywords: by Lane Lambert
  • Research Summary

Sustainability and Integrated Reporting

A sustainable strategy for a company is one that enables it to create value for shareholders over the long term while contributing to a sustainable society. In doing so, it must balance the needs of different types of providers of financial capital (e.g.,... View Details

Keywords: Sustainability; Sustainability Reporting
  • 12 Jul 2004
  • Research & Ideas

Enron’s Lessons for Managers

new rules, such as the documentation of internal controls as dictated by the Sarbanes-Oxley Act, are turning out to be extremely expensive to implement. The new rules for the corporate governance system highlight three assumptions, he said: 1. The minimal standards of... View Details
Keywords: by Martha Lagace
  • 16 Sep 2015
  • Op-Ed

The Real Duty of the Board of Directors

Means, whose 1932 book The Modern Corporation and Private Property has been lauded as the most important business book of all time, our paper unveils new research on the legal framework underpinning fiduciary duty around the world. In the... View Details
Keywords: by Robert G. Eccles & Tim Youmans
  • 03 Sep 2014
  • What Do You Think?

Who Should Choose Your Boss?

the world choosing a leader for an organization is a primary responsibility of a board of directors. But others tempered that judgment with a variety of cautions. Richard Belloff made the base case by saying "The Board should choose the CEO of the company and it... View Details
Keywords: by James Heskett; Food & Beverage
  • 09 Apr 2008
  • Research & Ideas

The Matchmaker of the Modern Economy

from below. We need to marry some small part of our enormous fiduciary resources to the new ideas which are seeking support." According to this theory, venture capitalists were like the matchmakers of the modern economy. They would... View Details
Keywords: by Spencer E. Ante
  • 12 Jul 2011
  • First Look

First Look: July 12

experiment to examine the effect of management fiduciary duties on equity‐debt conflicts. A 1991 Delaware bankruptcy ruling changed the nature of corporate directors' fiduciary duties in firms incorporated... View Details
Keywords: Carmen Nobel
  • 10 Oct 2005
  • Research & Ideas

Corporate Responsibility and the Environment: What is the Right Thing To Do?

It's a question often debated, but seldom answered authoritatively: Do companies have a social responsibility to protect the environment beyond legal requirements? Specifically, may companies do so within the scope of their fiduciary... View Details
Keywords: by Manda Salls
  • 20 Dec 2011
  • First Look

First Look: December 20

designed as modular systems. Finally, it analyzes in detail the strategy of capturing value by maintaining exclusive control of an essential module in an open system. Download the paper: http://www.hbs.edu/research/pdf/12-040.pdf View Details
Keywords: Carmen Nobel
  • 31 Jan 2012
  • First Look

First Look: Jan. 31

vague, unrealistically grandiose goals. The research also revealed ways in which top managers can avoid these traps. Read the paper: http://www.mckinseyquarterly.com/Governance/Leadership/How_leaders_kill_meaning_at_work_2910 Fiduciary... View Details
Keywords: Sean Silverthorne & Carmen Nobel
  • 19 Jul 2011
  • Research & Ideas

Rupert Murdoch and the Seeds of Moral Hazard

fulfill its independent fiduciary responsibilities in overseeing this global organization? While there is a temptation to pile on, I would prefer to comment on what can be learned from this situation. This and other leadership crises of... View Details
Keywords: by Staff; Journalism & News; Publishing
  • 18 Jul 2006
  • First Look

First Look: July 18, 2006

What is missing is any role for market forces in governance, with their promise to achieve better cost effectiveness and innovation in governance practice. The authors argue that governance-linked D&O insurance is a means toward that end of market-based governance,... View Details
Keywords: Sean Silverthorne
  • 05 May 2003
  • Research & Ideas

Greed, Fear, and The System Hinder Corporate Reform

of enormous amounts of resources. We expect something in return," Khurana told the audience. "We expect fiduciary responsibility; we expect them to behave like professionals. In other words, there's an implicitly moral and... View Details
Keywords: by Martha Lagace

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