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October 2021
Article

Board Design and Governance Failures at Peer Firms

By: Shelby Gai, J. Yo-Jud Cheng and Andy Wu

Our study introduces board committees as a crucial determinant of board actions. We examine how directors who structurally link different board committees—referred to as multi-committee directors (MCDs)—explain why some board actions are merely symbolic while others... View Details

Keywords: Board Committees; Board Monitoring; New Director Nomination; Peer Financial Restatements; Governing and Advisory Boards; Corporate Governance; Performance Effectiveness

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October 2021
Article

Directors' Perceptions of Board Effectiveness and Internal Operations

By: J. Yo-Jud Cheng, Boris Groysberg, Paul M. Healy and Rajesh Vijayaraghavan

We contribute to the growing literature on the effectiveness of corporate boards by examining the effect of two insights that have been largely unexplored in prior studies that use public data. First, since boards’ responsibilities are wide-ranging, more holistic... View Details

Keywords: Boards Of Directors; Corporate Governance; Governing and Advisory Boards; Performance Effectiveness; Perception

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September 2021
Case

Vignettes on Professional Service Firm Governance

By: David G. Fubini, Suraj Srinivasan and Li-Kuan Ni

The two vignettes within “Vignettes on Professional Service Firm Governance” (HBS No. 122-024) present various issues relating to governance in professional service firms (“PSFs”). In the first, the Managing Director of a U.S. consulting firm contemplates whether to... View Details

August 2021 (Revised April 2022)
Case

KKR

By: Jo Tango and Alys Ferragamo

In June of 2021, KKR’s executive team convened to prepare for an upcoming board meeting. From a small, three-person partnership that started in 1976 and invested only in U.S. LBOs, the firm 45 years later was a public company that employed over 1,600 people and managed... View Details

Keywords: Governing and Advisory Boards; Public Equity; Globalized Markets and Industries; Growth and Development Strategy; Profit; Strategy; Finance; Private Equity; United States

July 2021
Article

Material Sustainability Information and Stock Price Informativeness

By: Jody Grewal, Clarissa Hauptmann and George Serafeim

As part of the SEC’s revision of Regulation S-K, many investors proposed the mandatory disclosure of sustainability information in the form of environmental, social, and governance (ESG) data. However, progress is contingent on collecting evidence regarding which... View Details

Keywords: Voluntary Disclosure; Accounting Standards; Sustainability; Nonfinancial Information; Corporate Social Responsibility; Stock Price Informativeness; Synchronicity; Environmental Sustainability; Corporate Disclosure; Corporate Accountability; Stocks; Price; Corporate Social Responsibility and Impact; Accounting; Standards

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2021
Working Paper

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Joshua White and Austin Starkweather

We examine the influence of proxy advisors on firms’ shareholder engagement behavior. Our analyses exploit a quasi-natural experiment using Say-On-Pay voting outcomes near a threshold that triggers a review of engagement activities by Institutional Shareholder Services... View Details

Keywords: Proxy Advisors; ISS; Shareholder Engagement; Disclosure; Business and Shareholder Relations; Executive Compensation; Corporate Disclosure

June 2021
Case

Building the Governance to Take Capital SAFI to the Next Level

By: V.G. Narayanan, Asis Martinez Jerez and Mariana Cal

Asset management firm Capital SAFI wanted to attract new strategic investors and expand to other countries. Having the right corporate governance in place was critical to achieve this goal. View Details

Keywords: Board Of Directors; Transparency; Sustainable Finance; South America; Latin America; Corporate Governance; Governance Controls; Governing and Advisory Boards; Business Organization; Corporate Strategy; Transformation; Investment Funds; Financial Services Industry; Bolivia; South America; Latin America

June 2021
Case

One Family Textiles: Stepping Back to Move Forward?

By: V.G. Narayanan, Alpana Thapar and Fares Khrais

This case explores how a family business builds a board that includes independent directors that helps to professionalize and strengthen governance in the company. The case relates to One Family Textiles, an Abu Dhabi-headquartered manufacturer of garments. The company... View Details

Keywords: Governance; Growth and Development Strategy; Operations; Governing and Advisory Boards; Business History; Decision Making; Accounting

2021
White Paper

Report on Racial Inclusion in the Boardroom: A Workshop Convened by Harvard Business School's Leadership Initiative and Board Leadership Project

By: James I. Cash, Linda A. Hill, Hubert Joly, Lynn S. Paine and Suraj Srinivasan

Keywords: Board Of Directors; Inclusion; Organization Culture; Corporate Governance; Diversity; Equity; Governing and Advisory Boards; Race; Fairness; Organizational Culture

May 2021 (Revised May 2022)
Supplement

Odebrecht's 'Transformation Journey' (B)

By: Lynn S. Paine, Ruth Costas and Pedro Levindo

The case describes the changes in Odebrecht’s board of directors while the company had to file for court-supervised reorganization and cope with an ongoing feud within its founding family, and the new challenges that the Group’s leadership has to face. The changes in... View Details

Keywords: Corporate Misconduct; Corporate Governance; Crisis Management; Organizational Change and Adaptation; Reputation; Mission and Purpose; Business and Government Relations; Engineering; Family Business; Emerging Markets; Construction Industry; Brazil; Latin America

May 2021
Article

Mutual Funds as Venture Capitalists? Evidence from Unicorns

By: Josh Lerner, Sergey Chernenko and Yao Zeng

The past decade saw the rise of both “founder-friendly” venture financings and non-traditional investors, frequently with liquidity constraints. Using detailed contract data, we study open-end mutual funds investing in private venture-backed firms. We posit an... View Details

Keywords: Investment Funds; Investment; Business Startups; Venture Capital; Private Equity; Governance

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April 2021
Case

Glass-Shattering Leaders: Michele Hooper

By: Boris Groysberg and Colleen Ammerman

Michele Hooper joined the board of the Dayton-Hudson Corporation when she was in her late thirties, becoming the company’s youngest director as well as the only woman and the only person of color in the boardroom. Such “firsts” were not unusual for Hooper, who had been... View Details

Keywords: Governing and Advisory Boards; Diversity; Corporate Governance; Personal Development and Career

March 2021
Supplement

Facebook's Libra (B): The Privatization of Money?

By: Marco Di Maggio, Ethan Rouen, George Serafeim and Amy Klopfenstein

This case addresses the events that took place following the conclusion of the case “Facebook’s Libra (A): The Privatization of Money?” In October 2019, several months after the conclusion of the A case, multiple members of the Libra Association announced that they... View Details

February 2021
Case

Board Director Dilemmas—New Year, New Timing

By: Suraj Srinivasan, David G. Fubini and Amram Migdal

This case focuses on a junior partner at a private equity (PE) firm who sits on the board of one of the firm’s portfolio companies. In the case, the board member asks the CEO to accelerate a cost-cutting initiative and looks to a seasoned industry veteran who is also a... View Details

Keywords: Board Directors; Governing and Advisory Boards; Strategy; Decision Making

February 2021 (Revised September 2022)
Case

Shareholder Activists and Corporate Strategy

By: David J. Collis and Caeden Brynie

This library case examines the rise of shareholder activism in recent years, particularly in the public eye, and analyzes its effects on corporate strategy, growth, and shareholder value. It looks at three contemporary targets of shareholder activism in particular—Bed... View Details

Keywords: Shareholder; Shareholder Activism; Board; Board Of Directors; Hedge Fund; Hedge Fund Activism; Strategy; Corporate Strategy; Investment Activism; Governing and Advisory Boards; Business and Shareholder Relations

February 2021
Article

The Department of Justice as a Gatekeeper in Whistleblower-Initiated Corporate Fraud Enforcement: Drivers and Consequences

By: Jonas Heese, Ranjani Krishnan and Hari Ramasubramanian

We examine drivers and consequences of U.S. Department of Justice (DOJ) oversight of whistleblower cases of corporate fraud against the government. We find that the DOJ is more likely to intervene in and conduct longer investigations of cases that have a higher chance... View Details

Keywords: Whistleblowing; Department Of Justice; DOJ Enforcement; Performance Measures; False Claims Act; Crime and Corruption; Governance Compliance; Law Enforcement

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January 2021 (Revised October 2024)
Case

Aptiv PLC Board of Directors (A)

By: Lynn S. Paine and Will Hurwitz

Aptiv’s board must decide whether a joint venture with an auto maker is the right next step in the company’s efforts to develop and commercialize a production-ready autonomous driving system. While many commentators believed that Aptiv’s self-driving technologies had... View Details

January–February 2021
Article

Build a Family Business That Lasts

By: Josh Baron and Rob Lachenauer

Judging from how they’re portrayed in the media, it would be easy to dismiss family businesses as hotbeds of power-playing, backstabbing, and favor-currying, ultimately destined to fail; think of the Murdochs and News Corp, or the Redstones and National Amusements, to... View Details

Keywords: Family Business; Success; Ownership Type; Governing and Advisory Boards; Management Succession

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2020
Working Paper

Nonprofit Boards: It Is time to Lift Your Gaze and See the System

By: Shamal Dass, Kristy Muir and V. Kasturi Rangan

Nonprofits the world over have faced significant crises in 2020, leaving them and their constituents in precarious positions. Responses to these crises have demonstrated incredible agility. However, they have also demonstrated that the first two levels of governance... View Details

Keywords: Nonprofit Organizations; Governing and Advisory Boards; Health Pandemics; Governance; Corporate Social Responsibility and Impact; System; Framework

November 2020 (Revised February 2021)
Case

Integrating Beam Suntory (A)

By: David G. Fubini, Rawi Abdelal and David Lane

The spring 2014 acquisition of U.S. alcoholic spirits maker Beam Inc. by Japan’s Suntory Holdings vaulted Suntory from 15th to third-largest international spirits company in the world. Yet Suntory had borrowed nearly the entire $16 billion purchase price, and relied on... View Details

Keywords: Family Business; Communication; Borrowing and Debt; Globalization; Corporate Governance; Governing and Advisory Boards; Retention; Leadership; Supply Chain; Organizational Structure; Ownership; Relationships; Conflict and Resolution; Integration; Value Creation; Food and Beverage Industry; Japan; United States; Chicago

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