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

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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

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

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 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

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

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

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

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

November 2010 (Revised April 2011)
Supplement

Magna International, Inc. (A) (CW)

By: Timothy A. Luehrman and Yuhai Xuan

Magna International, Inc., a Canadian-based automotive parts manufacturer, is considering whether and how to unwind its dual-class ownership structure. A family trust controlled by the founder owns a 0.65% economic interest in the company but has 66% of the votes via a... View Details

Keywords: Cost vs Benefits; Voting; Governance Controls; Market Transactions; Production; Ownership; Business and Shareholder Relations; Value Creation; Auto Industry; Manufacturing Industry; Canada

October 2018
Case

The Proxy Fight at ADP

By: Robin Greenwood and E. Scott Mayfield

In July 2017, shares of Automatic Data Processing, Inc. (ADP) surged 12% following a report that the activist investor Bill Ackman had acquired a sizable stake in the company and planned to nominate his own slate of directors at the company’s annual meeting in... View Details

December 2017 (Revised June 2021)
Case

Tesla's Bid for SolarCity

By: Charles C.Y. Wang and Raaj Zutshi

In October 2016, Tesla asked its shareholders to ratify their $2.4 billion bid for SolarCity. Tesla had announced a series of large projects in the preceding months including the unveiling of the Model 3, the new Solar Roof, and pushing forward the opening of the... View Details

Keywords: Mergers and Acquisitions; Business and Shareholder Relations; Project Finance

November 2010
Supplement

Magna International, Inc. (B)

By: Timothy A. Luehrman and Yuhai Xuan

Magna International, Inc., a Canadian-based automotive parts manufacturer, is considering whether and how to unwind its dual-class ownership structure. A family trust controlled by the founder owns a 0.65% economic interest in the company but has 66% of the votes via a... View Details

Keywords: Business and Shareholder Relations; Value Creation; Voting; Family Ownership; Cost; Cost vs Benefits; Stock Shares; Governance Controls; Governing and Advisory Boards; Manufacturing Industry; Auto Industry; Canada

January 2001 (Revised March 2002)
Case

Ford Motor Company's Value Enhancement Plan

By: Andre F. Perold

In April 2000, Ford Motor Co. announced a shareholder Value Enhancement Plan (VEP) to significantly recapitalize the firm's ownership structure. Ford had accumulated $23 billion in cash reserves and under the VEP would return as much as $10 billion of this cash to... View Details

Keywords: Restructuring; Forecasting and Prediction; Capital Structure; Cash; Financial Liquidity; Policy; Business and Shareholder Relations; Value; Auto Industry

November 2011 (Revised September 2012)
Case

Underwater Engineer at Intel Corporation

By: E. Scott Mayfield

Molly Miller, an Intel employee and shareholder, must decide whether to vote FOR or AGAINST Intel's proposed 2009 option exchange program. Given recent declines in Intel's stock price, more than 99% of Intel's outstanding employee stock options are "underwater," and... View Details

Keywords: Stock Options; Employee Stock Ownership Plan; Semiconductor Industry

July 2012
Case

El Paso's Sale to Kinder Morgan

By: John Coates, Clayton Rose and David Lane

On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs... View Details

Keywords: El Paso; Kinder Morgan; Goldman Sachs; Leo Strine; Conflicts Of Interest; Corporate Governance; Relationships; Lawsuits and Litigation; Energy Industry; Banking Industry; United States

January 2017
Case

T. Rowe Price and the Dell Inc. MBO (A)

By: Lena G. Goldberg

T. Rowe Price’s mutual funds, separate accounts, institutional investors, and retirement accounts were, in the aggregate, Dell Inc.’s third largest shareholder in 2013 when Dell announced a management-led buyout, or MBO, structured as a merger. In considering whether... View Details

Keywords: Fiduciary Duties; Management Buy-out; Mergers and Acquisitions; Valuation; Business and Shareholder Relations; Financial Services Industry; Computer Industry; Delaware

January 1999
Article

An Analysis of Value Destruction and Recovery in the Alliance and Proposed Merger of Volvo and Renault

By: Robert Bruner

Volvo's attempt to merge with Renault in 1993 temporarily destroyed SEK 8.6 billion (US$ 1.1 billion) in Volvo shareholder wealth. This study traces the destruction to hubris, managerialism, and the escalation of commitment—elements suggested in previous research. In... View Details

Keywords: Mergers ＆ Acquisitions; Institutional Investors; Alliances; Privatization; Mergers and Acquisitions; Institutional Investing; Auto Industry

Find at Harvard

10 Nov 2016
Working Paper Summaries

Managing Reputation: Evidence from Biographies of Corporate Directors

Keywords: by Ian D. Gow, Aida Sijamic Wahid, and Gwen Yu

11 Oct 2017
Research & Ideas

The House Wants to Squelch Voices of ‘Small’ Shareholders. Research Shows Those Voices Matter.

statement, in which case shareholders can vote on whether the company should adopt the change; negotiate with the shareholder to come up with a mutually acceptable solution to... View Details

Keywords: by Carmen Nobel

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