Institutional Shareholder Voting - Publications - Faculty & Research - Harvard Business School

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December 2011 (Revised May 2015)
Case

Aviva Investors

By: George Serafeim

The Aviva Investors case describes the challenge of integrating sustainability considerations into the strategy and business practices of companies and into the decision making process of the investment community. Steve Waygood, Chief Responsible Investment Officer at... View Details

Keywords: Investing; Investment Management; Shareholder Activism; Disclosure; Stock Exchanges; Sustainability; Sustainable Development; Sustainability Reporting; ESG; ESG (Environmental, Social, Governance) Performance; Social Impact; Activism; Investment; Management; Business and Shareholder Relations; Environmental Sustainability; United Kingdom

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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June 2016
Article

Corporate Governance and Executive Compensation for Corporate Social Responsibility

By: Bryan Hong, Zhichuan (Frank) Li and Dylan B. Minor

We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility (CSR) to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation... View Details

Keywords: Corporate Social Responsibility; Incentives For CSR; Non-financial Performance Measures; Agency Costs; Board Independence; Institutional Holdings; Managerial Power; Motivation and Incentives; Corporate Social Responsibility and Impact; Executive Compensation; Corporate Governance

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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

March 2009 (Revised April 2009)
Case

AFSCME vs. Mozilo...and "Say on Pay" for All! (A) (Abridged)

By: Fabrizio Ferri and James Weber

Richard Ferlauto, director of pensions and benefits policy at the AFSCME, the largest public sector workers union in the U.S., was responsible for protecting the pensions of its members. Because pensions were invested for decades, Ferlauto wanted the companies in which... View Details

Keywords: Voting; Investment; Investment Activism; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Executive Compensation; Ownership Stake; Business and Shareholder Relations; United States

March 2009
Supplement

Groupe Eurotunnel S.A. (B): Restructuring Under the Procedure de Sauvegarde

By: Stuart C. Gilson, Vincent Marie Dessain and Sarah Abbott

In mid-2007 the chairman and CEO of Eurotunnel Group, having elected to file for bankruptcy under a newly-enacted French insolvency law, awaits the outcome of a vote by creditors and shareholders. At least 50% of the shareholders must approve the plan, however they... View Details

Keywords: Restructuring; Capital Structure; Insolvency and Bankruptcy; Law; Valuation; Assets; Investment Funds; Voting; Business and Shareholder Relations; Ownership; Outcome or Result; France

January 2022 (Revised February 2022)
Case

Introducing EVA at ISS: A Better Way to Evaluate CEO Performance and Compensation?

By: Jonas Heese, Charles C.Y. Wang and James Weber

In early 2019, Anthony Campagna, the global director of fundamental research at ISS EVA, a unit of the proxy advisory firm Institutional Shareholder Services (ISS), was preparing to release ISS's analyses of public company performance and CEO compensation ahead of Say... View Details

Keywords: Jobs and Positions; Compensation and Benefits; Performance; Performance Productivity; Measurement and Metrics; Analytics and Data Science; Value; Business or Company Management; Performance Evaluation; Business and Shareholder Relations

March 2012 (Revised September 2014)
Case

Clarks at a Crossroads (A)

By: John A. Davis and Suzanne Stroh

Clarks at a Crossroads (A) describes how this venerable British shoe company falls behind its competition and into financial trouble. The case ends with a pivotal vote by shareholders on whether to sell this family company. View Details

February 2017 (Revised June 2017)
Supplement

ExxonMobil: Business as Usual? (B)

By: George Serafeim, Shiva Rajgopal and David Freiberg

The case presents ExxonMobil's response to growing pressure to disclose how climate change will impact their business. This includes multiple asset impairments and losing a proxy vote to shareholders to increase climate change related reporting. Supplements the (B)... View Details

Keywords: Oil ＆ Gas; Oil Prices; Oil Companies; Asset Impairment; Predictive Analytics; Sustainability; Environmental Impact; Innovation; Disclosure; Accounting; Valuation; Energy Sources; Ethics; Corporate Disclosure; Governance Compliance; Climate Change; Financial Reporting; Energy Industry; 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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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

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

Keywords: Mergers and Acquisitions; Voting; Ethics; Stock Shares; Investment; Lawsuits and Litigation; Ownership Stake

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

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

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

January 2018
Case

Trian Partners' Proxy Contest at Procter & Gamble

By: Suraj Srinivasan and Quinn Pitcher

In July 2017, activist hedge fund Trian Partners announced that it was launching a proxy fight at U.S. consumer goods giant Procter & Gamble. P&G would be the largest company ever subjected to a proxy fight, as Trian sought to have its CEO, Nelson Peltz, elected to the... View Details

Keywords: Investment; Corporate Governance; Institutional Investing; Investment Activism; Business and Shareholder Relations; United States

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

Keywords: Mergers and Acquisitions; Voting; Ethics; Stock Shares; Investment; Lawsuits and Litigation; Ownership Stake

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

January 2025
Case

A Tiger in the Tank: Exxon Sues Investors

By: Clayton S. Rose, Sarah Sasso and James Weber

In June 2024, investors were trying to make sense of ExxonMobil’s (Exxon) lawsuit against two impact investors, Arjuna Capital (Arjuna) and Follow This, that had just been dismissed by the U.S. District Court of Northern Texas. Exxon’s suit challenged the rights of two... View Details

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

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