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      • Faculty Publications  (126)

      Proxy Advisory ServicesRemove Proxy Advisory Services →

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      • August 2010 (Revised September 2010)
      • Case

      Paradise Travel Advisory Service

      By: Paul W. Marshall, Charles Anthony Miller and Collins Pettus Ward
      New managers in a troubled company are faced with developing and implementing a plan to increase revenue in a travel service business. View Details
      Keywords: Business Plan; Entrepreneurship; Borrowing and Debt; Revenue; Problems and Challenges; Travel Industry
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      Marshall, Paul W., Charles Anthony Miller, and Collins Pettus Ward. "Paradise Travel Advisory Service." Harvard Business School Case 811-020, August 2010. (Revised September 2010.)
      • April 2010
      • Article

      Executive Pay and 'Independent' Compensation Consultants

      By: K. J. Murphy and Tatiana Sandino
      Executive compensation consultants face potential conflicts of interest that can lead to higher recommended levels of CEO pay, including the desires to "cross-sell" services and to secure "repeat business." We find evidence in both the US and Canada that CEO pay is... View Details
      Keywords: Compensation Consultants; Conflicts Of Interest; CEO Pay; Board Of Directors; Director Pay; Disclosure; Conflict of Interests; Governing and Advisory Boards; Corporate Disclosure; Executive Compensation; Corporate Governance; Consulting Industry; Canada; United States
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      Murphy, K. J., and Tatiana Sandino. "Executive Pay and 'Independent' Compensation Consultants." Journal of Accounting & Economics 49, no. 3 (April 2010): 247–262.
      • October 2009 (Revised June 2011)
      • Case

      Zappos.com 2009: Clothing, Customer Service, and Company Culture

      By: Frances X. Frei, Robin J. Ely and Laura Winig
      On July 17, 2009, Zappos.com, a privately held online retailer of shoes, clothing, and other soft line retail categories, learned that Amazon.com, a $19 billion multinational online retailer, had won its board of directors' approval to offer to merge the two companies.... View Details
      Keywords: Mergers and Acquisitions; Customer Focus and Relationships; Decision Choices and Conditions; Governing and Advisory Boards; Service Delivery; Organizational Culture; Internet and the Web; Valuation; Apparel and Accessories Industry; Retail Industry
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      Frei, Frances X., Robin J. Ely, and Laura Winig. "Zappos.com 2009: Clothing, Customer Service, and Company Culture." Harvard Business School Case 610-015, October 2009. (Revised June 2011.)
      • July 2009 (Revised June 2011)
      • Case

      RiskMetrics Group

      By: Jay W. Lorsch and Kaitlyn Simpson
      RiskMetrics Group, a risk and governance consultancy, had a great deal of influence on U.S. companies. This case examines the history and growth of the company, the governance services it offers, the extent of its impact on shareholders, the controversy surrounding its... View Details
      Keywords: Conflict of Interests; Risk Management; Governing and Advisory Boards; Corporate Governance; Power and Influence; Consulting Industry; United States
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      Lorsch, Jay W., and Kaitlyn Simpson. "RiskMetrics Group." Harvard Business School Case 410-008, July 2009. (Revised June 2011.)
      • June 2009 (Revised January 2011)
      • Case

      Target Corporation: Ackman versus the Board

      By: Krishna G. Palepu, Suraj Srinivasan and James Weber
      After 15 years of great performance, Target's faltering performance during an economic downturn led an activist shareholder to initiate a proxy fight. Target Corporation, the second largest discount store retailer in the U.S., had competed successfully against industry... View Details
      Keywords: Financial Crisis; Investment Activism; Governing and Advisory Boards; Business and Shareholder Relations; Business Strategy; Value; Retail Industry
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      Palepu, Krishna G., Suraj Srinivasan, and James Weber. "Target Corporation: Ackman versus the Board." Harvard Business School Case 109-010, June 2009. (Revised January 2011.)
      • March 2009 (Revised December 2009)
      • Case

      Relational Investors and Home Depot (A)

      By: Jay W. Lorsch and Kaitlyn Simpson
      In 2006, amidst shareholder upset over CEO Robert Nardelli's compensation and Home Depot's declining stock price, Relational Investors decided to further investigate the situation. As experts in turning around underperforming and undervalued companies, Relational's... View Details
      Keywords: Restructuring; Financial Management; Investment; Corporate Governance; Governing and Advisory Boards; Organizational Change and Adaptation; Ownership Stake; Business and Shareholder Relations; Corporate Strategy
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      Lorsch, Jay W., and Kaitlyn Simpson. "Relational Investors and Home Depot (A)." Harvard Business School Case 409-076, March 2009. (Revised December 2009.)
      • September 2008 (Revised October 2008)
      • Case

      Shareholder Activists at Friendly Ice Cream (A1)

      By: Fabrizio Ferri, V.G. Narayanan and James Weber
      Two activist investors, one a founder and one a hedge fund manager, seek to improve board oversight at a chain restaurant company. Prestley Blake founded Friendly Ice Cream in 1935 with his brother, and the two created a chain of full-service restaurants. In 1979, they... View Details
      Keywords: Investment Activism; Governing and Advisory Boards; Lawsuits and Litigation; Business or Company Management; Business and Shareholder Relations; Conflict of Interests; Food and Beverage Industry; United States
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      Ferri, Fabrizio, V.G. Narayanan, and James Weber. "Shareholder Activists at Friendly Ice Cream (A1)." Harvard Business School Case 109-013, September 2008. (Revised October 2008.)
      • September 2008 (Revised October 2008)
      • Supplement

      Shareholder Activists at Friendly Ice Cream (A2)

      By: V.G. Narayanan, Fabrizio Ferri and James Weber
      The A1 and A2 versions of the “Shareholder Activists at Friendly Ice Cream (A)” split the original A case into two parts. The A1 case ends as activists Sardar Biglari and Phil Cooley prepare to meet with CEO Don Smith at Friendly's headquarters in September 2006. The... View Details
      Keywords: Investment Activism; Business and Shareholder Relations; Governing and Advisory Boards; Conflict and Resolution; Lawsuits and Litigation; Business or Company Management; Food and Beverage Industry; United States
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      Narayanan, V.G., Fabrizio Ferri, and James Weber. "Shareholder Activists at Friendly Ice Cream (A2)." Harvard Business School Supplement 109-014, September 2008. (Revised October 2008.)
      • 2008
      • Working Paper

      CEO and CFO Career Penalties to Missing Quarterly Analysts Forecasts

      By: Rick Mergenthaler, Shiva Rajgopal and Suraj Srinivasan
      We find that missing the quarterly analyst consensus earnings forecast is associated with career penalties in the form of a reduced bonus, smaller equity grants, and a greater chance of forced dismissal for both CEOs and CFOs during the period 1993-2004. These results... View Details
      Keywords: Earnings Management; Governing and Advisory Boards; Compensation and Benefits; Managerial Roles; Personal Development and Career
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      Mergenthaler, Rick, Shiva Rajgopal, and Suraj Srinivasan. "CEO and CFO Career Penalties to Missing Quarterly Analysts Forecasts." Harvard Business School Working Paper, No. 09-014, August 2008. (Revised June 2009.)
      • April 2008 (Revised September 2008)
      • Case

      Shareholder Activists at Friendly Ice Cream (A)

      By: Fabrizio Ferri, V.G. Narayanan and James Weber
      Two activist investors, one a founder and one a hedge-fund manager, seek to improve board oversight at a chain restaurant company. Prestley Blake founded Friendly Ice Cream in 1935 with his brother, and the two created a chain of full-service restaurants. In 1979 they... View Details
      Keywords: Investment Activism; Governing and Advisory Boards; Lawsuits and Litigation; Business or Company Management; Business and Shareholder Relations; Conflict of Interests; Food and Beverage Industry; United States
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      Ferri, Fabrizio, V.G. Narayanan, and James Weber. "Shareholder Activists at Friendly Ice Cream (A)." Harvard Business School Case 108-024, April 2008. (Revised September 2008.)
      • 2008
      • Working Paper

      Structural Closure and Exposure: Market Reactions to Announcements of Acquisitions and Divestitures

      By: Mikolaj Jan Piskorski and Nitin Nohria
      This paper develops an exchange-network perspective on corporate diversification and proposes two measures of corporate scope: structural closure and structural exposure. Structural closure focuses on exchanges of goods and services inside the firm... View Details
      Keywords: Mergers and Acquisitions; Market Transactions; Diversification; Boundaries; Valuation
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      Piskorski, Mikolaj Jan, and Nitin Nohria. "Structural Closure and Exposure: Market Reactions to Announcements of Acquisitions and Divestitures." Harvard Business School Working Paper, No. 08-087, April 2008.
      • January 2008 (Revised July 2008)
      • Case

      Opportunity Partners

      By: Robin Greenwood and James Quinn
      Philip Goldstein, the principal in a growing hedge fund and prominent activist investor, has taken a position in a Mexico-based closed-end fund. Following a hard-fought proxy contest in which he advocated for management to eliminate the fund's substantial discount,... View Details
      Keywords: Investment Activism; Investment Funds; Business and Shareholder Relations; Value; Financial Services Industry; Mexico
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      Greenwood, Robin, and James Quinn. "Opportunity Partners." Harvard Business School Case 208-097, January 2008. (Revised July 2008.)
      • 2008
      • Working Paper

      The Small World of Investing: Board Connections and Mutual Fund Returns

      By: Lauren Cohen, Andrea Frazzini and Christopher J. Malloy
      This paper uses social networks to identify information transfer in security markets. We focus on connections between mutual fund managers and corporate board members via shared education networks. We find that portfolio managers place larger bets on firms they are... View Details
      Keywords: Asset Pricing; Investment Portfolio; Governing and Advisory Boards; Knowledge Sharing; Knowledge Use and Leverage; Social and Collaborative Networks; Financial Services Industry
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      Cohen, Lauren, Andrea Frazzini, and Christopher J. Malloy. "The Small World of Investing: Board Connections and Mutual Fund Returns." Harvard Business School Working Paper, No. 08-055, January 2008. (Winner of the Barclays Global Investors Award, Best Paper in Asset Pricing, European Finance Association 2007.)
      • December 2007 (Revised October 2008)
      • Case

      The American National Red Cross (A)

      By: Jay W. Lorsch, Eliot Sherman and David Chen
      Describes the governance issues facing the Board of Governors of the American Red Cross. After a series of issues--FDA consent decree on its blood operations; the response to 9/11 and Hurricane Katrina--the Red Cross board was under pressure to fix its governance from... View Details
      Keywords: Corporate Governance; Governing and Advisory Boards; Management Practices and Processes; Service Operations; Business Processes; Non-Governmental Organizations; Service Industry
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      Lorsch, Jay W., Eliot Sherman, and David Chen. "The American National Red Cross (A)." Harvard Business School Case 408-040, December 2007. (Revised October 2008.)
      • September 2007 (Revised September 2010)
      • Case

      ValueAct: Shareholder in the Boardroom

      By: Jay W. Lorsch and Alexis Chernak
      ValueAct, a San Francisco investment firm, makes an investment in PerSe Technologies. The partners of ValueAct build relationships with the PerSe board and management. Eventually ValueAct is given a seat on the PerSe board and is able to influence a significant imprint... View Details
      Keywords: Governing and Advisory Boards; Investment; Business and Shareholder Relations; Financial Services Industry; San Francisco
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      Lorsch, Jay W., and Alexis Chernak. "ValueAct: Shareholder in the Boardroom." Harvard Business School Case 408-007, September 2007. (Revised September 2010.)
      • 2007
      • Working Paper

      The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing

      By: Fabrizio Ferri and Tatiana Sandino
      In this paper we examine the economic consequences of over 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and 2004–the first case where the SEC has allowed an accounting matter to be subject to an advisory... View Details
      Keywords: Executive Compensation; Financial Reporting; Employee Stock Ownership Plan; Corporate Governance; Investment Activism; Business and Shareholder Relations
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      Ferri, Fabrizio, and Tatiana Sandino. "The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing." Harvard Business School Working Paper, No. 08-022, September 2007.
      • June 2007 (Revised January 2008)
      • Case

      The Vanguard Group, Inc. in 2006 and Target Retirement Funds

      By: Luis M. Viceira
      The Vanguard Group is one of the largest asset managers in the U.S., with over $1 trillion in assets, ninety percent of which are mutual fund assets, and more than 12,000 employees at year-end 2006. Vanguard has built a strong reputation as the manager of reference for... View Details
      Keywords: Asset Management; Investment Funds; Personal Finance; Brands and Branding; Retirement; Trust; Financial Services Industry; United States
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      Viceira, Luis M. "The Vanguard Group, Inc. in 2006 and Target Retirement Funds." Harvard Business School Case 207-129, June 2007. (Revised January 2008.)
      • June 2007 (Revised April 2008)
      • Case

      Say on Pay

      By: Jay W. Lorsch, V.G. Narayanan and Alexis Chernak
      Briefly describes the trend in 2006 and 2007 in the United States to give shareholders an advisory vote on executive compensation. Highlights a few examples where shareholders have successfully garnered a majority in support of an advisory vote measure on company proxy... View Details
      Keywords: Voting; Corporate Governance; Governing and Advisory Boards; Executive Compensation; Business and Government Relations; Business and Shareholder Relations; United States
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      Lorsch, Jay W., V.G. Narayanan, and Alexis Chernak. "Say on Pay." Harvard Business School Case 407-129, June 2007. (Revised April 2008.)
      • April 2007
      • Case

      ABN AMRO Bank N.V.: Global Change Agents

      By: Rosabeth M. Kanter, Lance P. Pierce and Ryan Leo Raffaelli
      ABN AMRO Global Banking Group developed its risk management function in response to expansion, and increasingly focused on environmental and social risks. The head of the function needed to influence policies and business decisions in a highly decentralized context in... View Details
      Keywords: Risk Management; Banks and Banking; Expansion; Change; Governing and Advisory Boards; Social Enterprise; Leadership Development; History; Service Industry; Service Industry; Brazil; India; United States
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      Kanter, Rosabeth M., Lance P. Pierce, and Ryan Leo Raffaelli. "ABN AMRO Bank N.V.: Global Change Agents." Harvard Business School Case 307-050, April 2007.
      • February 2007
      • Case

      Behavioral Finance at JP Morgan

      By: Malcolm P. Baker and Aldo Sesia
      Following a successful model in Europe, JP Morgan has introduced a set of five U.S. retail mutual funds with an investment philosophy and marketing strategy grounded in behavioral finance. The asset management group believes that understanding investor biases like... View Details
      Keywords: Banks and Banking; Investment Funds; Behavioral Finance; Competitive Advantage; Asset Management; Marketing Strategy; Product Marketing; Customer Focus and Relationships; Financial Services Industry; Financial Services Industry; United States; Europe
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      Baker, Malcolm P., and Aldo Sesia. "Behavioral Finance at JP Morgan." Harvard Business School Case 207-084, February 2007.
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