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- 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.)
- 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 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.
- 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.
- November 1990 (Revised June 1993)
- Case
FMC Corp.: A Recapitalization
By: William J. Bruns Jr. and Julie H. Hertenstein
A proposed recapitalization will use new debt to pay a large dividend to some shareholders in return for a reduction of their voting power. The result will be a highly leveraged financial structure and negative owners' equity. Students can trace the effects of proposed... View Details
Keywords: Financial Statements; Financial Strategy; Asset Management; Financial Management; Business Conglomerates; Borrowing and Debt; Business and Shareholder Relations; Capital Structure; Equity; Private Equity; Chemical Industry
Bruns, William J., Jr., and Julie H. Hertenstein. "FMC Corp.: A Recapitalization." Harvard Business School Case 191-084, November 1990. (Revised June 1993.)
- 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.)
- October 2021 (Revised May 2023)
- Case
Engine No.1: An Impact Investing Firm Engages with ExxonMobil
By: Mark Kramer, Shawn Cole, Vikram S. Gandhi and T. Robert Zochowski
ExxonMobil, the world's fifth largest source of carbon emissions, remained committed to aggressively expanding its oil & gas business despite global warming. During the COVID pandemic this strategy resulted in massive losses as the price and demand for oil declined. ... View Details
Keywords: Carbon Emissions; Global Warming; Impact Investment Funds; Hedge Fund Activism; Leadership Development; Business Model; Renewable Energy; Resource Allocation; Decision Choices and Conditions; Governing and Advisory Boards
Kramer, Mark, Shawn Cole, Vikram S. Gandhi, and T. Robert Zochowski. "Engine No. 1: An Impact Investing Firm Engages with ExxonMobil." Harvard Business School Case 222-028, October 2021. (Revised May 2023.)
- Research Summary
Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950 (BOOK)
In my first book manuscript, 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... View Details
- February 2020 (Revised June 2020)
- Case
Shaping the Governance Debate at ISS
By: Suraj Srinivasan, Jonah S. Goldberg and Calvin O. Liou
ISS is the world’s largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of... View Details
Keywords: Proxy Advisory Services; Corporate Governance; Research; Investment; Governing Rules, Regulations, and Reforms; Business and Shareholder Relations; Institutional Investing
Srinivasan, Suraj, Jonah S. Goldberg, and Calvin O. Liou. "Shaping the Governance Debate at ISS." Harvard Business School Case 120-085, February 2020. (Revised June 2020.)
- December 1996 (Revised July 1997)
- Case
USG Corporation
By: Benjamin C. Esty and Tara L. Nells
In 1988, USG was the world's largest gypsum producer and one of the world's largest building-products companies. On May 2, 1988, USG's board of directors announced a proposed leveraged recapitalization plan to thwart a hostile cash tender offer by Desert Partners. With... View Details
Keywords: Capital Structure; Mergers and Acquisitions; Corporate Governance; Valuation; Cash Flow; Leveraged Buyouts; Restructuring; United States
Esty, Benjamin C., and Tara L. Nells. "USG Corporation." Harvard Business School Case 297-052, December 1996. (Revised July 1997.)
- 26 Jul 2013
- Working Paper Summaries
Accountability of Independent Directors-Evidence from Firms Subject to Securities Litigation
Keywords: by Francois Brochet & Suraj Srinivasan
- August 2002 (Revised May 2003)
- Case
New Wachovia (B), The
By: Carliss Y. Baldwin and Jeremy Swinson
On August 3, 2001, after a hotly contested proxy fight, Wachovia Corp.'s shareholders voted to merge with First Union Corp. The managers of the two banks then turned to face the challenges of integrating the two organizations. Their task was to implement a "merger of... View Details
Keywords: Integration; Mergers and Acquisitions; Problems and Challenges; Banks and Banking; Banking Industry; North Carolina
Baldwin, Carliss Y., and Jeremy Swinson. "New Wachovia (B), The." Harvard Business School Case 903-034, August 2002. (Revised May 2003.)