Governing and Advisory Boards - Publications - Faculty & Research - Harvard Business School

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February 2014
Teaching Note

Olympus (A)

By: Jay W. Lorsch and Suraj Srinivasan

As 2012 approached the woes of the financial crisis seemed to be fading, companies were resuming business as usual and some of the scrutiny on corporate governance practices began to recede as well. That is until another major financial scandal emerged in Japan in the... View Details

Keywords: Accounting; Corporate Governance; Corporate Accountability; Electronics Industry; Japan

February 2015 (Revised August 2016)
Case

Nokia's Bridge Program: Redesigning Layoffs (A)

By: Sandra J. Sucher and Susan J. Winterberg

"Not another Bochum." Nokia Board Chairman Jorma Ollila was clear in the goals he set for the 2011 restructuring that Nokia's new CEO, Stephen Elop, had decided was necessary to address the dramatically changed competitive environment the company faced in smartphones... View Details

Keywords: Layoffs; Plant Closure; Outplacement; Shared Value; Business or Company Management; Job Cuts and Outsourcing; Restructuring; Employee Relationship Management; Telecommunications Industry

April 1991 (Revised July 1991)
Supplement

RJR Nabisco Board: Guardians of the Gate? (B)

By: Jay W. Lorsch

The special committee of the RJR Nabisco board has extended the bidding deadline for the company by 10 days. The case explains the process by which Kohlberg Kravis Roberts and the management group bid against one another for ownership of RJR Nabisco. The board of... View Details

Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Food and Beverage Industry; Food and Beverage Industry

June 2020
Case

Recovering Trust After Corporate Misconduct at Wells Fargo

By: Suraj Srinivasan and Jonah S. Goldberg

The case describes widespread misconduct at Wells Fargo Community Bank in the period leading up to 2017 and the company’s subsequent attempts to improve internal controls, company culture, and corporate governance. The case examines the potential causes of large scale... View Details

Keywords: Corporate Misconduct; Internal Controls; Banks and Banking; Crime and Corruption; Corporate Governance; Organizational Culture; Governance Compliance; Management Systems; Organizational Change and Adaptation; Performance Improvement; Governing and Advisory Boards

October 2013 (Revised September 2014)
Case

The TELUS Share Conversion Proposal

By: Lucy White, Benjamin C. Esty and Lisa Mazzanti

On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details

October 2021
Case

Financial Reporting at Mattel

By: Aiyesha Dey, Trung Nguyen, Marshal Herrmann and Julia Kelley

In September 2020, Diana Ferguson was nearing her first Audit Committee meeting as the newly appointed Audit Committee chair of Mattel, Inc. Mattel was just recovering from an accounting scandal which had revealed the company’s poor internal controls and weak board... View Details

November 2007 (Revised March 2009)
Case

Clear Channel 2006

By: Richard S. Ruback and Leslie Pierson

The Board of Directors of Clear Channel Communications, a radio broadcasting and outdoor advertising company, has to respond to a revised proposal from two private equity firms to take the company private. In November of 2006, the Board had unanimously approved an... View Details

Keywords: Decision Choices and Conditions; Private Equity; Governing and Advisory Boards; Negotiation Offer; Privatization; Business and Shareholder Relations

Find at Harvard

09 Jul 2013
Research & Ideas

Catching Up With Boards--Jay Lorsch

still doesn't adequately represent that. Norway has instituted a rule that 40 percent of corporate directors in that country must be women, but I don't think that kind of edict coming from the federal government would fly here, partly... View Details

Keywords: by Jim Aisner

April 1991 (Revised July 1991)
Case

RJR Nabisco Board: Guardians of the Gate? (A)

By: Jay W. Lorsch

Charles Hugel, the chairman of RJR Nabisco, receives a call from RJR Nabisco's CEO, Ross Johnson; Johnson plans to present an LBO plan to the board of directors at the board meeting the following week. The case details Hugel's actions as chairman, and describes the... View Details

Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Food and Beverage Industry; Food and Beverage Industry

March 2014 (Revised May 2014)
Teaching Note

The TELUS Share Conversion Proposal

By: Lucy White and Benjamin C. Esty

On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details

October 1996 (Revised December 1997)
Case

American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest mergers and-acquistions transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had... View Details

Keywords: Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Pharmaceutical Industry; United States

Debora L. Spar

Debora Spar is the Jaime and Josefina Chua Tiampo Professor of Business Administration at Harvard Business School and Senior Associate Dean for Business and Global Society. Her current research focuses on issues of gender and technology, and the interplay between... View Details

Keywords: federal government; federal government; federal government; federal government; federal government; federal government; federal government; federal government; federal government; federal government

Person Page

Positions

dollarDEX (1998-2007)

Retired chief executive, non-executive chairman

One of world's top 30 in online finance (Institutional Investor, March 2003). Wealth management firm in Asia, and has... View Details

January 2024 (Revised February 2024)
Case

OpenAI: Idealism Meets Capitalism

By: Shikhar Ghosh and Shweta Bagai

In November 2023, the board of OpenAI, one of the most successful companies in the history of technology, decided to fire Sam Altman, its charismatic and influential CEO. Their decision shocked the corporate world and had people wondering why OpenAI had designed a... View Details

Keywords: AI; AI and Machine Learning; Governing and Advisory Boards; Ethics; Strategy; Technological Innovation; Leadership

June 2002 (Revised January 2010)
Case

Delphi Corporation (A)

By: Jay W. Lorsch, Rakesh Khurana and Sonya Sanchez

The Delphi Corp.'s board of directors faces a transition as lead director Thomas Wyman approaches mandatory retirement. Chairman and CEO J.T. Battenberg reflects on Delphi's history and its successful reinvention by Wyman and Battenberg when it separated from its... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Leadership; Management Succession; Management Teams; Relationships; Corporate Strategy

March 2023 (Revised May 2023)
Case

Tribal Councils Investment Group of Manitoba Ltd.

By: David L. Ager

In the Fall of 2014, Heather Berthelette, the recently appointed COO of Tribal Councils Investment Group of Manitoba Ltd. (TCIG), was preparing a recommendation to the Board of Directors about whether to dissolve the company and return any remaining funds to the seven... View Details

Keywords: Indigenous Communities; Corporate Governance; Governing and Advisory Boards; Social Enterprise; Economic Growth; Investment Banking; Canada

February 2023
Supplement

Peloton Interactive (B)

By: Suraj Srinivasan, Lynn S. Paine and David Lane

Supplements “Peloton Interactive (A)” (HBS No. 323-005), describing company restructuring and changes to management and the board of directors between February 8 and early October 2022. View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Growth Management; Investment Activism; Leadership; Entertainment and Recreation Industry; Entertainment and Recreation Industry; United States

Ryan L. Raffaelli

Ryan Raffaelli is the Marvin Bower Associate Professor of Business Administration at Harvard Business School. He created and teaches the MBA course "Leadership: Execution and Action Planning" (LEAP) and serves... View Details

Keywords: federal government; federal government; federal government; federal government; federal government; federal government; federal government; federal government; federal government

October 1994 (Revised March 1997)
Case

Privatization of Rhone-Poulenc 1993, The

In mid-1993, representatives of Rhone-Poulenc, a leading nationalized French firm, worked with the French government to plan the imminent privatization of the firm. One aspect of the privatization was to create incentives for employees to buy and hold shares in the... View Details

Keywords: Privatization; Employee Stock Ownership Plan; France

19 Nov 2013
First Look

First Look: November 19

http://ssrn.com/abstract=2350805 Surfacing the Submerged State with Operational Transparency in Government Services By: Buell, Ryan W., and Michael I. Norton Abstract—As Americans' trust in View Details

Keywords: Sean Silverthorne

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