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- Faculty Publications (118)
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- All HBS Web (247)
- Faculty Publications (118)
- 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 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.)
- 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.)
- 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.)
- 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.)
- February 2009 (Revised March 2009)
- Case
AFSCME vs. Mozilo...and "Say on Pay" for All! (A)
By: Fabrizio Ferri and James Weber
Union seeks to protect its pension funds through shareholder activism focused on corporate governance and executive compensation. The case uses Countrywide Financial as an example. Richard Ferlauto, director of pensions and benefits policy at the AFSCME, the largest... View Details
Keywords: Financial Crisis; Mortgages; Investment Activism; Investment Funds; Corporate Governance; Governing and Advisory Boards; Executive Compensation; Labor Unions; Business and Shareholder Relations; United States
Ferri, Fabrizio, and James Weber. AFSCME vs. Mozilo...and "Say on Pay" for All! (A). Harvard Business School Case 109-009, February 2009. (Revised March 2009.)
- February 2014
- Teaching Note
Mylan Lab's Proposed Merger with King Pharmaceuticals
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
- January 2009 (Revised February 2014)
- Case
Mylan Lab's Proposed Merger with King Pharmaceutical (Abridged)
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
Keywords: Mergers and Acquisitions; Voting; Ethics; Stock Shares; Investment; Lawsuits and Litigation; Ownership Stake
White, Lucy. "Mylan Lab's Proposed Merger with King Pharmaceutical (Abridged)." Harvard Business School Case 209-097, January 2009. (Revised February 2014.)
- April 2005
- Case
Saving Disney
At a March 2004 annual shareholder meeting, 45% of Walt Disney Co.'s shareholders withheld their support from CEO and Chairman Michael Eisner, producing a large no-confidence vote in the company's leader. The company had struggled financially in recent years and the... View Details
Keywords: Governing and Advisory Boards; Personal Development and Career; Corporate Governance; Entertainment and Recreation Industry
Beaulieu, Nancy D., and Aaron Zimmerman. "Saving Disney." Harvard Business School Case 905-014, April 2005.
- 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.)
- February 2014
- Article
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
Keywords: Independent Directors; Litigation Risk; Class Action Lawsuits; Director Accountability; Reputation; Boards Of Directors; Corporate Governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation
Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Journal of Financial Economics 111, no. 2 (February 2014): 430–449.
- 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
Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Working Paper, 2013. (Harvard Business School Working Paper, No. 13-104, June 2013.)
- 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
Keywords: Voting; Investment; Corporate Governance; Governing and Advisory Boards; Ownership Stake; Business and Shareholder Relations; Japan
Greenwood, Robin, Rakesh Khurana, and Masako Egawa. "Aderans." Harvard Business School Case 209-090, March 2009.
- October 2016 (Revised April 2017)
- Case
Succession Planning at Samsung: The Merger Formula of Cheil Industries and Samsung C&T
By: Gwen Yu and Tim Gray
A merger deal of two Samsung group companies becomes a center of a corruption scandal. The merger of Cheil Industries and Samsung C&T was seen as a crucial step to transfer power to Lee Jae Yong, the heir of Samsung group. The deal was criticized to purposefully... View Details
Yu, Gwen, and Tim Gray. "Succession Planning at Samsung: The Merger Formula of Cheil Industries and Samsung C&T." Harvard Business School Case 117-036, October 2016. (Revised April 2017.)
- January 2017
- Supplement
T. Rowe Price and the Dell Inc. MBO (B)
By: Lena G. Goldberg
After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders... View Details
Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (B)." Harvard Business School Supplement 317-089, January 2017.
- Research Summary
Fabrizio Ferri's research focuses on a number of corporate governance issues, with particular emphasis on executive compensation and shareholder activism. His dissertation investigates the determinants and consequences of firms' decision to reprice... View Details
- March 2007 (Revised October 2008)
- Case
The New York Times Co.
The Sulzberger family owns 20% of the New York Times Co. (NYT) but controls 70% of the board through a dual-class share structure. At the company's April 2006 annual shareholder meeting, Morgan Stanley Investment Management (MSIM) and other investors, holding 28% of... View Details
Keywords: Family Business; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Business and Shareholder Relations; Publishing Industry; New York (city, NY)
Villalonga, Belen, and Christopher Hartman. "The New York Times Co." Harvard Business School Case 207-113, March 2007. (Revised October 2008.)
- 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
Keywords: Corporate Governance; Governance Controls; Executive Compensation; Performance Evaluation; Business and Shareholder Relations; Energy Industry
Lorsch, Jay W., and Kaitlyn Simpson. "Executive Remuneration at Royal Dutch Shell (A)." Harvard Business School Case 409-126, June 2009.