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      Corporate GovernanceRemove Corporate Governance →

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      • January 2024 (Revised November 2024)
      • Technical Note

      Legal Analysis: Corporate Governance and the Board of Directors

      By: Louis Caldera
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      Caldera, Louis. "Legal Analysis: Corporate Governance and the Board of Directors." Harvard Business School Technical Note 324-068, January 2024. (Revised November 2024.)
      • January 2024 (Revised May 2024)
      • Case

      Pioneer Natural Resources: Enhancing the Capital Return Strategy with Variable Dividends

      By: Benjamin C. Esty, Elisabeth Kempf and E. Scott Mayfield
      In February 2021, Scott Sheffield, the CEO of Pioneer Natural Resources (an independent oil and gas company based in Texas), was considering the possibility of enhancing the firm’s capital return strategy by introducing a variable dividend tied to cash flows in... View Details
      Keywords: Corporate Finance; Cash Flow; Financial Management; Financial Strategy; Value Creation; Decision Choices and Conditions; Investment Return; Profit; Policy; Business and Shareholder Relations; Energy Industry; United States; North America; Texas
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      Esty, Benjamin C., Elisabeth Kempf, and E. Scott Mayfield. "Pioneer Natural Resources: Enhancing the Capital Return Strategy with Variable Dividends." Harvard Business School Case 224-001, January 2024. (Revised May 2024.)
      • 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
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      Ghosh, Shikhar, and Shweta Bagai. "OpenAI: Idealism Meets Capitalism." Harvard Business School Case 824-134, January 2024. (Revised February 2024.)
      • January 2024
      • Technical Note

      The ICARUS Principles: What It Takes to Tackle the World

      By: Debora L. Spar and Julia M. Comeau
      Over the course of the 20th century, most of the world’s major multinational corporations framed their mission around Milton Friedman’s famous mantra: that the sole purpose of the firm is to maximize its shareholders’ profits. Recently, however, growing numbers of... View Details
      Keywords: Purpose; Mission; Social Business; Corporate Social Responsibility and Impact; Mission and Purpose; Social Enterprise; For-Profit Firms
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      Spar, Debora L., and Julia M. Comeau. "The ICARUS Principles: What It Takes to Tackle the World." Harvard Business School Technical Note 324-055, January 2024.
      • January 2024 (Revised May 2024)
      • Case

      PortageBay and ESG Analytics

      By: Vikram S. Gandhi and Radhika Kak
      In 2023, sustainable investors faced several challenges. The first was the lack of access to standardized and vetted environmental, social, and governance (ESG) data, and equally, the interpretation of this data into investment-useful insights. Reducing reliance on... View Details
      Keywords: ESG Ratings; Investment Funds; Governance; Environmental Sustainability; Corporate Social Responsibility and Impact
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      Gandhi, Vikram S., and Radhika Kak. "PortageBay and ESG Analytics." Harvard Business School Case 324-065, January 2024. (Revised May 2024.)
      • January 2024
      • Supplement

      Accounting Red Flags or Red Herrings at Catalent? (B)

      By: Joseph Pacelli, ZeSean Ali and Tom Quinn
      GlassHouse Research identified accounting red flags at Catalent. Fiat Lux Partners countered most of GlassHouse’s claims. Who was right? This update explores the aftermath of the short seller duel. View Details
      Keywords: Accounting Audits; Acquisition; Budgets and Budgeting; Business Earnings; Earnings Management; Cost Accounting; Fair Value Accounting; Financial Reporting; Revenue Recognition; Integrated Corporate Reporting; Fairness; Moral Sensibility; Values and Beliefs; Government Legislation; Conflict of Interests; Announcements; Blogs; Debates; Lawsuits and Litigation; Stocks; Performance Productivity; Pharmaceutical Industry; Accounting Industry; United States
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      Pacelli, Joseph, ZeSean Ali, and Tom Quinn. "Accounting Red Flags or Red Herrings at Catalent? (B)." Harvard Business School Supplement 124-055, January 2024.
      • December 2023 (Revised August 2024)
      • Case

      Monsters in the Machine? Tackling the Challenge of Responsible AI

      By: Paul M. Healy and Debora L. Spar
      In November of 2022, the small tech company OpenAI released ChatGPT, an artificial intelligence chatbot which quickly captured the public’s imagination—becoming the world’s fastest-growing consumer application within months of its release. Though observers from across... View Details
      Keywords: Technological Innovation; AI and Machine Learning; Ethics; Governing Rules, Regulations, and Reforms; Technology Adoption; Corporate Social Responsibility and Impact; Technology Industry; United States; European Union; China
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      Healy, Paul M., and Debora L. Spar. "Monsters in the Machine? Tackling the Challenge of Responsible AI." Harvard Business School Case 324-062, December 2023. (Revised August 2024.)
      • December 2023
      • Other Article

      Introduction to the Special Section on Business and Climate Change

      By: Rajesh Chandy, Glen Dowell, Colin Mayer, Erica Plambeck, George Serafeim, Michael W. Toffel, L. Beril Toktay and Elke Weber
      Keywords: Climate Change; Adaptation; Policy; Corporate Social Responsibility and Impact; Innovation and Invention; Forecasting and Prediction
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      Chandy, Rajesh, Glen Dowell, Colin Mayer, Erica Plambeck, George Serafeim, Michael W. Toffel, L. Beril Toktay, and Elke Weber. "Introduction to the Special Section on Business and Climate Change." Management Science 69, no. 12 (December 2023): 7347–7351.
      • November 29, 2023
      • Article

      To Earn Trust, Climate Alliances Need to Improve Transparency

      By: Peter Tufano, Chris Thomas, Knut Haanaes, Matteo Gasparini, Robert Eyres and Christopher Chapman
      Businesses are increasingly joining together as part of climate alliances to accelerate the transition away from fossil fuels. But these alliances raise antitrust issues: When competitors collaborate, it can come at the expense of customers or workers. To mitigate... View Details
      Keywords: Climate Change; Partners and Partnerships; Corporate Disclosure; Energy Sources
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      Tufano, Peter, Chris Thomas, Knut Haanaes, Matteo Gasparini, Robert Eyres, and Christopher Chapman. "To Earn Trust, Climate Alliances Need to Improve Transparency." Harvard Business Review (website) (November 29, 2023).
      • November 2023 (Revised February 2025)
      • Background Note

      Corporate Climate Targets

      By: Willy C. Shih, Michael W. Toffel and Kelsey Carter
      Companies that are addressing climate change by mitigating their greenhouse gas emissions often set reduction targets. This note describes several types of widely used carbon reduction targets, including carbon neutral, science based, net zero, real zero, and carbon... View Details
      Keywords: Corporate Sustainability; Environmental Strategy; Climate Risk; Target-setting; Climate Change; Environmental Sustainability; Corporate Accountability; Policy; Measurement and Metrics; Strategic Planning; Social Issues; Corporate Social Responsibility and Impact
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      Shih, Willy C., Michael W. Toffel, and Kelsey Carter. "Corporate Climate Targets." Harvard Business School Background Note 624-041, November 2023. (Revised February 2025.)
      • November 2023
      • Case

      Tata Group in 2021: Pursuing Profits through Purpose

      By: Tarun Khanna, Krishna G. Palepu and Vidhya Muthuram
      October 8, 2021: Tata Sons won a bid to acquire India’s national carrier Air India, marking the airline's return to its original owners after 68 long years. The winning bid of $2.4 billion gave Tata Sons full ownership of the airline and its coveted network of 6,200... View Details
      Keywords: Corporate Strategy; Mission and Purpose; Corporate Social Responsibility and Impact; Emerging Markets; Mergers and Acquisitions; Ownership; Air Transportation; Air Transportation Industry; India
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      Khanna, Tarun, Krishna G. Palepu, and Vidhya Muthuram. "Tata Group in 2021: Pursuing Profits through Purpose." Harvard Business School Case 124-047, November 2023.
      • November 2023 (Revised January 2024)
      • Case

      Votorantim: Uniting Family and Business Across Generations

      By: Christina R. Wing, Carla Larangeira and Pedro Levindo
      Over a 105-year span, the Ermírio de Moraes family built Votorantim, one of Latin America’s largest industrial conglomerates, and among Brazil’s topmost businesses, also credited for helping “build” the country over decades. By early 2023, Votorantim included... View Details
      Keywords: Corporate Governance; Family Ownership; Business and Shareholder Relations; Family and Family Relationships; Agriculture and Agribusiness Industry; Chemical Industry; Mining Industry; Financial Services Industry; Latin America
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      Wing, Christina R., Carla Larangeira, and Pedro Levindo. "Votorantim: Uniting Family and Business Across Generations." Harvard Business School Case 624-050, November 2023. (Revised January 2024.)
      • October 2023 (Revised April 2024)
      • Case

      Veeva Systems: The Next Frontier

      By: Satish Tadikonda and William Marks
      Born out of a desire to bring technological advances in enterprise software into the healthcare vertical, Peter Gassner and Matt Wallach founded Veeva to bring life sciences companies into the digital age for data management in both the commercial and R&D sectors. Over... View Details
      Keywords: Business Model; Governance Compliance; Applications and Software; Growth Management; Expansion; Technology Industry
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      Tadikonda, Satish, and William Marks. "Veeva Systems: The Next Frontier." Harvard Business School Case 824-074, October 2023. (Revised April 2024.)
      • October 2023 (Revised April 2024)
      • Case

      Accounting Red Flags or Red Herrings at Catalent? (A)

      By: Joseph Pacelli, ZeSean Ali and Tom Quinn
      Fund manager Janet Curie asked for a recommendation about the pharmaceutical company Catalent. The company seemed like a solid investment. However, a pair of research reports issued over the previous two months complicated this narrative. GlassHouse Research, a short... View Details
      Keywords: Accounting Audits; Budgets and Budgeting; Earnings Management; Cost Accounting; Fair Value Accounting; Revenue Recognition; Integrated Corporate Reporting; Fairness; Moral Sensibility; Values and Beliefs; Government Legislation; Conflict of Interests; Announcements; Blogs; Debates; Investment; Trust; Business and Shareholder Relations; Pharmaceutical Industry; Accounting Industry; United States
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      Pacelli, Joseph, ZeSean Ali, and Tom Quinn. "Accounting Red Flags or Red Herrings at Catalent? (A)." Harvard Business School Case 124-024, October 2023. (Revised April 2024.)
      • October 2023 (Revised January 2024)
      • Case

      McDonald's Board of Directors (A)

      By: Lynn S. Paine and Will Hurwitz
      In October 2019, the McDonald’s Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel’s investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing... View Details
      Keywords: Board Of Directors; Board Chair; Board Decisions; Business Ethics; Corporate Boards; Fast Food; Franchising; Legal Aspects Of Business; Legal Battle; Legal Settlement; Misconduct; Regulation; Reorganization; Restaurant Industry; Sexual Harassment; Shareholders; Stakeholder Management; Strategy And Execution; Turnaround; Corporate Accountability; Corporate Governance; Culture; Executive Compensation; Leadership; Management; Ethics; Governing and Advisory Boards; Business and Stakeholder Relations; Food and Beverage Industry; Illinois; United States
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      Paine, Lynn S., and Will Hurwitz. "McDonald's Board of Directors (A)." Harvard Business School Case 324-044, October 2023. (Revised January 2024.)
      • October 2023
      • Technical Note

      Governance for the Family Enterprise

      By: Christina R. Wing and Vicki Morton
      Governance stands as the backbone of any successful organization, providing the structure, transparency, and accountability necessary to guide decisions, ensure efficiency and foster sustainable growth. Its significance takes on a heightened dimension within family... View Details
      Keywords: Family Business; Corporate Governance; Family Ownership; Business Growth and Maturation
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      Wing, Christina R., and Vicki Morton. "Governance for the Family Enterprise." Harvard Business School Technical Note 624-047, October 2023.
      • October 2023 (Revised May 2024)
      • Case

      JSW Steel: Balancing Growth While Decarbonizing

      By: Vikram S Gandhi and Radhika Kak
      Sajjan Jindal, Chairman & Managing Director of JSW Steel, India's largest steel producer by market capitalization, was facing a dilemma. Steel demand in India was expected to grow exponentially over the next decade. However, given its traditional reliance on carbon,... View Details
      Keywords: Decisions; Environmental Sustainability; Investment; Governing Rules, Regulations, and Reforms; Growth and Development; Corporate Social Responsibility and Impact; Pollutants; Pollution; Production; Steel Industry; India
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      Gandhi, Vikram S., and Radhika Kak. "JSW Steel: Balancing Growth While Decarbonizing." Harvard Business School Case 824-002, October 2023. (Revised May 2024.)
      • September 2023
      • Case

      The Rise and Fall of FTX

      By: Aiyesha Dey, Jonas Heese, Joseph Pacelli and Max Hancock
      In November 2022, Sam Bankman-Fried's multi-billion-dollar crypto exchange, FTX, collapsed, wiping out investors and throwing the crypto industry into disarray. As FTX's founder and CEO, Bankman-Fried developed a reputation for his unerring business sense and... View Details
      Keywords: Cryptocurrency; Crime and Corruption; Financial Statements; Misleading and Fraudulent Advertising; Insolvency and Bankruptcy; Corporate Governance; Governing Rules, Regulations, and Reforms; Failure; Restructuring; United States; Hong Kong; Bahamas
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      Dey, Aiyesha, Jonas Heese, Joseph Pacelli, and Max Hancock. "The Rise and Fall of FTX." Harvard Business School Case 124-014, September 2023.
      • September 2023
      • Teaching Note

      Patagonia: 'Earth Is Now Our Only Shareholder'

      By: Brian Trelstad, Nien-hê Hsieh, Michael Norris and Susan Pinckney
      Teaching Note for HBS Case No. 323-057. Patagonia’s change of ownership from a privately held company to a perpetual purpose trust and 501(c)(4) nonprofit in order to use the company’s profit to fight the environmental crisis and be a model for future businesses. View Details
      Keywords: Trusts; Business Ventures; Business Organization; Family Business; Restructuring; Change; Disruption; Transition; Decision Making; Ethics; Values and Beliefs; Finance; Financial Management; Governance; Corporate Governance; Investment Activism; Innovation Leadership; Labor; Law; Common Law; Management; Goals and Objectives; Organizations; Corporate Social Responsibility and Impact; Organizational Change and Adaptation; Organizational Culture; Ownership; Ownership Type; Family Ownership; Private Ownership; Social Enterprise; Nonprofit Organizations; Society; Social Issues; Wealth and Poverty; Value; Value Creation; Apparel and Accessories Industry; United States
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      Trelstad, Brian, Nien-hê Hsieh, Michael Norris, and Susan Pinckney. "Patagonia: 'Earth Is Now Our Only Shareholder'." Harvard Business School Teaching Note 324-003, September 2023.
      • September 2023
      • Module Note

      Live Case Exercise for Financial Reporting

      By: Tatiana Sandino and Marshal Herrmann
      Harvard Business School employs the case method as a cornerstone of its pedagogy, providing students with opportunities to engage in discussions related to difficult or contentious decisions confronted by real-world organizations. In this “live case,” we depart from... View Details
      Keywords: Financial Reporting; Research; Corporate Disclosure
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      Sandino, Tatiana, and Marshal Herrmann. "Live Case Exercise for Financial Reporting." Harvard Business School Module Note 124-031, September 2023.
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