Shareholder Votes - Publications - Faculty & Research - Harvard Business School

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November 1990 (Revised June 1993)
Case

FMC Corp.: A Recapitalization

By: William J. Bruns Jr. and Julie H. Hertenstein

A proposed recapitalization will use new debt to pay a large dividend to some shareholders in return for a reduction of their voting power. The result will be a highly leveraged financial structure and negative owners' equity. Students can trace the effects of proposed... View Details

Keywords: Financial Statements; Financial Strategy; Asset Management; Financial Management; Business Conglomerates; Borrowing and Debt; Business and Shareholder Relations; Capital Structure; Equity; Private Equity; Chemical Industry

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June 2009
Case

Executive Remuneration at Royal Dutch Shell (A)

By: Jay W. Lorsch and Kaitlyn Simpson

The remuneration committee at Shell decided to exercise their discretionary power to award five top executives a bonus for 2008, even though they had not met the necessary performance measures under the compensation plan. Proxy advisors RiskMetrics and the British... View Details

Keywords: Corporate Governance; Governance Controls; Executive Compensation; Performance Evaluation; Business and Shareholder Relations; Energy Industry

March 2007 (Revised October 2008)
Case

The New York Times Co.

The Sulzberger family owns 20% of the New York Times Co. (NYT) but controls 70% of the board through a dual-class share structure. At the company's April 2006 annual shareholder meeting, Morgan Stanley Investment Management (MSIM) and other investors, holding 28% of... View Details

Keywords: Family Business; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Business and Shareholder Relations; Publishing Industry; New York (city, NY)

October 2021 (Revised May 2023)
Case

Engine No.1: An Impact Investing Firm Engages with ExxonMobil

By: Mark Kramer, Shawn Cole, Vikram S. Gandhi and T. Robert Zochowski

ExxonMobil, the world's fifth largest source of carbon emissions, remained committed to aggressively expanding its oil & gas business despite global warming. During the COVID pandemic this strategy resulted in massive losses as the price and demand for oil declined. ... View Details

Keywords: Carbon Emissions; Global Warming; Impact Investment Funds; Hedge Fund Activism; Leadership Development; Business Model; Renewable Energy; Resource Allocation; Decision Choices and Conditions; Governing and Advisory Boards

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

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

December 1996 (Revised July 1997)
Case

USG Corporation

By: Benjamin C. Esty and Tara L. Nells

In 1988, USG was the world's largest gypsum producer and one of the world's largest building-products companies. On May 2, 1988, USG's board of directors announced a proposed leveraged recapitalization plan to thwart a hostile cash tender offer by Desert Partners. With... View Details

Keywords: Capital Structure; Mergers and Acquisitions; Corporate Governance; Valuation; Cash Flow; Leveraged Buyouts; Restructuring; United States

26 Jul 2013
Working Paper Summaries

Accountability of Independent Directors-Evidence from Firms Subject to Securities Litigation

Keywords: by Francois Brochet & Suraj Srinivasan

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

August 2002 (Revised May 2003)
Case

New Wachovia (B), The

By: Carliss Y. Baldwin and Jeremy Swinson

On August 3, 2001, after a hotly contested proxy fight, Wachovia Corp.'s shareholders voted to merge with First Union Corp. The managers of the two banks then turned to face the challenges of integrating the two organizations. Their task was to implement a "merger of... View Details

Keywords: Integration; Mergers and Acquisitions; Problems and Challenges; Banks and Banking; Banking Industry; North Carolina

June 2017
Teaching Note

Succession Planning at Samsung: The Merger Formula of Cheil Industries and Samsung C&T

By: Gwen Yu

A merger deal of two Samsung group companies becomes a center of a corruption scandal. The merger of Cheil Industries and Samsung C&T was seen as a crucial step to transfer power to Lee Jae Yong, the heir of Samsung group. The deal was criticized to purposefully... View Details

Keywords: Merger; Mergers and Acquisitions; Crime and Corruption; Business and Government Relations; South Korea

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

August 2021
Case

Danone S.A.: Becoming a Mission-Driven Company (A)

By: Benjamin C. Esty and Emilie Billaud

Emmanuel Faber became CEO of Danone SA, the French food and beverage company, in 2014. Right from the start, he ran the company with a dual commitment to both profit and purpose (i.e., ESG objectives). In fact, in 2018, he said, “It’s time to make sustainable business... View Details

Keywords: Business and Stakeholder Relations; Corporate Governance; Leadership; Corporate Social Responsibility and Impact; Mission and Purpose; Environmental Sustainability; Goals and Objectives; Consumer Products Industry; Food and Beverage Industry; France; Europe

November 2018 (Revised July 2023)
Case

The Weir Group: Reforming Executive Pay (A)

By: Lynn S. Paine and Federica Gabrieli

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the... 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

Research Summary

Comparative Financial Systems and Corporate Governance

One implication of the inherent logic of a financial system lies in the effects on corporate governance. Differences in financial systems across countries -- for instance, in terms of the role of banks, equity markets, and shareholder voting systems -- result in... View Details

February 2009 (Revised June 2010)
Background Note

Note on Measuring Controlling Shareholder's Ownership, Voting, and Control Rights

Founders and their families can raise equity without relinquishing control of their companies through the use of mechanisms such as dual-class stock, pyramidal ownership, voting agreements, and disproportionate board representation. The use of these mechanisms in... View Details

Keywords: Equity; Corporate Governance; Governing and Advisory Boards; Measurement and Metrics; Ownership Stake; Business and Shareholder Relations; Valuation

24 May 2018
News

American firms reveal the gulf between bosses’ and workers’ pay

June 2007 (Revised January 2009)
Case

Nextel Partners: Put Option

By: Timothy A. Luehrman and Douglas Scott

Nextel Partners' shareholders have voted to exercise a put option that will require the company's largest shareholder, Sprint Nextel Corp., to purchase all the shares it does not already own. However, the put option does not stipulate a price to be paid, but rather a... View Details

Keywords: Mergers and Acquisitions; Stock Options; Price; Public Ownership; Valuation

Case: The Weir Group: Reforming Executive Pay (A)

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to... View Details

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