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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

11 Oct 2017
Research & Ideas

The House Wants to Squelch Voices of ‘Small’ Shareholders. Research Shows Those Voices Matter.

of America’s shareholders from voicing their concerns. When a shareholder has a beef with a company’s business practices, they can submit a formal proposal to suggest a policy change. The company can respond... View Details

Keywords: by Carmen Nobel

07 Jun 2018
News

Bill Ackman on what it means to be an activist investor

May 2024
Case

Shell's Balancing Act: Resource Allocation and the Green Transition

By: David Collis and Haisley Wert

In mid-2023, amid pressure from climate change activists, shareholder activists, and confronting enormous uncertainty about the future demand for and price of fossil fuels, new Shell CEO Wael Sawan (Harvard MBA 2003) announced a change in strategy for the U.K. oil... View Details

Keywords: Portfolio Analysis; Climate; Oil; Oil And Gas; Oil Companies; Renewables; Petroleum; Investor Demand; Investors; Corporate Strategy; Resource Allocation; Climate Change; Corporate Social Responsibility and Impact; Organizational Change and Adaptation; Organizational Culture; Business and Stakeholder Relations; Business and Shareholder Relations; Energy Industry; United Kingdom

April 2013 (Revised June 2016)
Case

AIG and the American Taxpayers (A)

By: Karthik Ramanna and Matthew Shaffer

Explores the decision faced by AIG's board on whether to join shareholder and ex-CEO Maurice Greenberg's lawsuit against the U.S. government. The suit, argued by super-lawyer David Boies (of Bush v. Gore and California Gay Marriage fame), claims that in September 2008... View Details

Keywords: Property Rights; Financial Institutions; Financial Markets; Financial Crisis; Property; Insurance Industry; United States

January 2020 (Revised December 2024)
Case

Governing PG&E

By: Lynn S. Paine and Will Hurwitz

The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation’s out-going chairman Richard Kelly described the company’s proposed new board. PG&E, which provided electricity and natural... View Details

April 2013
Supplement

AIG and the American Taxpayers (B)

By: Karthik Ramanna and Matthew Shaffer

Explores the decision faced by AIG's board on whether to join shareholder and ex-CEO Maurice Greenberg's lawsuit against the U.S. government. The suit, argued by super-lawyer David Boies (of Bush v. Gore and California Gay Marriage fame), claims that in September 2008... View Details

Keywords: Financial Markets; Financial Policy; Property Rights; Financial Institutions; Financial Crisis; Financial Management; Insurance Industry; United States

November 2017
Case

Third Point Paints a Target on Sotheby's

By: Lena G. Goldberg

When faced with the increasing accumulation of its stock by activist investors led by Daniel Loeb’s Third Point LLC and the activists’ stated objective to replace management and at least some Sotheby’s Board members, Sotheby’s, the world’s oldest auction house,... View Details

Keywords: Fiduciary Duties; Activists; Activist Investors; Rights Plan; Poison Pills; Takeover Defenses; Corporate Governance; Laws and Statutes; Lawsuits and Litigation; Ownership Stake; Value Creation; Crisis Management

July 2024 (Revised September 2024)
Case

Shell’s Balancing Act: Resource Allocation and the Green Transition (Abridged)

By: David Collis and Haisley Wert

In mid-2023, amid pressure from climate change activists, shareholder activists, and confronting enormous uncertainty about the future demand for and price of fossil fuels, new Shell CEO Wael Sawan (Harvard MBA 2003) announced a change in strategy for the U.K. oil... View Details

Keywords: Oil ＆ Gas; Renewables; Forecasting Demand; Strategy; Energy; Climate Change; Resource Allocation; Corporate Strategy; Investment Activism; Organizational Change and Adaptation; Organizational Culture; Energy Industry

21 Feb 2008
Working Paper Summaries

Do Legal Origins Have Persistent Effects Over Time? A Look at Law and Finance around the World c. 1900

Keywords: by Aldo Musacchio; Legal Services

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

September 2006 (Revised August 2007)
Case

The Dubai Ports World Debacle and its Aftermath

By: Julio J. Rotemberg

Describes the political ramifications in the United States of Dubai-based DP World's acquisition of London-based Peninsular and Oriental Steam Navigation Company (P&O). Because P&O operated some port terminals in the United States, DP World obtained clearance from the... View Details

Keywords: Foreign Direct Investment; Multinational Firms and Management; Governing Rules, Regulations, and Reforms; Government Legislation; National Security; Business and Government Relations; Ship Transportation; Dubai; United States

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

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February 2012 (Revised August 2014)
Case

Poles Apart on PZU (A)

By: Francesca Gino, Vincent Dessain, Karol Misztal and Michael Khayyat

In October 2008, Andrzej Klesyk, CEO of Poland's largest insurer PZU, reflected on possible ways of resolving a decade-long cross-border shareholder conflict at his company. Owned 55% by the Polish State Treasury and 33% by the Dutch insurer Eureko as of October 2008,... View Details

Keywords: Negotiation; Trust; Conflict and Resolution; Business and Shareholder Relations; Poland

13 May 2019
Working Paper Summaries

The Changing Landscape of Auditor Litigation and Its Implications for Audit Quality

Keywords: by Colleen Honigsberg, Shivaram Rajgopal, and Suraj Srinivasan; Accounting; Legal Services

2021
Working Paper

The Changing Role of Business in Society

By: Michael E. Porter

Business interaction with the U.S. government, historically based on securing industry or company special interests at the expense of the public good, has enabled and furthered government dysfunction. Gridlock within the American political system has precluded the... View Details

06 Oct 2020
News

Covid-19 Is Rewriting the Rules of Corporate Governance

December 2010
Article

Rating the Ratings: How Good are Commercial Governance Ratings?

By: Robert M. Daines, Ian D. Gow and David F. Larcker

Proxy advisory and corporate governance rating firms (such as RiskMetrics/Institutional Shareholder Services, GovernanceMetrics International, and The Corporate Library) play an increasingly important role in U.S. public markets. They rank the quality of firm corporate... View Details

Keywords: Corporate Governance; Markets; Rank and Position; Quality; Business and Shareholder Relations; Voting; Change; Information; Outcome or Result; United States

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February 2005
Article

Can Foreign Firms Bond Themselves Effectively by Renting U.S. Securities Laws?

By: Jordan I. Siegel

The study tests the functional convergence hypothesis, which states that foreign firms can leapfrog their countries' weak legal institutions by listing equities in New York and agreeing to follow U.S. securities law. Evidence shows that the SEC and minority... View Details

Keywords: Corporate Governance; Cross-listing; Reputation; Bonding; Business Ventures; Laws and Statutes; Financial Instruments; United States; Mexico

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August 2015 (Revised June 2021)
Case

Amazon.com, 2021

By: John R. Wells, Benjamin Weinstock, Gabriel Ellsworth and Galen Danskin

In February 2021, Amazon announced 2020 operating profits of $22,899 million, up from $2,233 million in 2015, on sales of $386 billion, up from $107 billion five years earlier (see Exhibit 1). The shareholders expressed their satisfaction (see Exhibit 2), but not all... View Details

Keywords: Strategic Analysis; Retail; E-commerce; Amazon; Internet; Amazon.com; AmazonFresh; Jeff Bezos; Cloud Computing; Marketplaces; Streaming; E-reader Market; Digital Media; Mobile App; Online Retail; Shipping; Database; Tablet; Kindle; Kindle Fire; Smartphone; Delivery; Digital Platforms; Competition; Internet and the Web; Corporate Strategy; Digital Marketing; Business Growth and Maturation; Business Model; Business Organization; For-Profit Firms; Film Entertainment; Games, Gaming, and Gambling; Music Entertainment; Television Entertainment; Profit; Revenue; Global Strategy; Multinational Firms and Management; Taxation; Business History; Human Resources; Resignation and Termination; Books; Human Capital; Working Conditions; Business or Company Management; Goals and Objectives; Growth and Development Strategy; Growth Management; Management Practices and Processes; Industry Growth; Industry Structures; Media; Distribution; Distribution Channels; Order Taking and Fulfillment; Infrastructure; Logistics; Product Development; Supply Chain; Supply Chain Management; Organizational Culture; Public Ownership; Work-Life Balance; Problems and Challenges; Labor and Management Relations; Strategy; Adaptation; Business Strategy; Competitive Strategy; Diversification; Expansion; Integration; Horizontal Integration; Vertical Integration; Information Infrastructure; Information Technology; Mobile and Wireless Technology; Price; Applications and Software; Marketing; Marketing Strategy; Working Capital; Customer Focus and Relationships; Customer Value and Value Chain; Retail Industry; Advertising Industry; Distribution Industry; Electronics Industry; Entertainment and Recreation Industry; Information Technology Industry; Manufacturing Industry; Motion Pictures and Video Industry; Music Industry; Publishing Industry; Shipping Industry; Technology Industry; Video Game Industry; Web Services Industry; United States; Washington (state, US); Seattle

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