Publications

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May–June 2015
Article

Higher-Ambition CEOs Need Higher-Ambition Boards

By: Edward Ludwig, Elise Walton and Michael Beer

The authors opine that ambitious chief executives (CEOs) of corporations need corporate boards which are also ambitious and accommodative of them. According to the authors good corporate governance and financial performance are the main requirements for good board-CEO... View Details

Keywords: Governing and Advisory Boards; Management Succession; Performance; Corporate Governance; Management Teams

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January 2018
Case

Merck CEO Ken Frazier Quits President Trump's Advisory Council

By: Andy Zelleke and Brian Tilley

In the first six months of Donald Trump’s presidency, Merck CEO Kenneth Frazier appeared alongside Trump at least three times at press events, one of which commemorated the first and only meeting of the president’s Manufacturing Job Initiative (better known at the... View Details

Keywords: CEO Role; Politics; Corporate Governance; Moral Sensibility; Managerial Roles; United States

17 Jan 2007
Op-Ed

Learning from Private-Equity Boards

for corporate boards. The yes answer reflects the fact that many productive aspects of corporate governance and control that have proven effective in the private-equity industry were noticeably absent at... View Details

Keywords: by Malcolm Salter; Financial Services

August 2017 (Revised April 2024)
Case

Ardian: Portfolio Company Governance

By: Lynn S. Paine, Emer Moloney and Tonia Labruyere

Leaders of the mid-cap buyout group at Ardian, the Paris-based private equity firm led by Dominique Senequier, have been asked to review and assess the governance model the firm uses for majority-owned companies in its portfolio. The case describes the governance model... View Details

Keywords: Corporate Governance; Strategy; Decision Making; Private Equity

Program

Women on Boards

contributing to corporate governance at the highest level. Details Build your readiness for a board position Explore how different types of corporate boards function Examine... View Details

January 2016 (Revised January 2019)
Case

The Allergan Board Under Fire (A)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

September 8, 2009
Article

The New Governance Paradigm

By: Nathaniel Foote and Michael Beer

Boards members of failed banks in 2008 or of the many companies like Enron who were caught up in scandals are by and large honorable, well intentioned, and competent people. So what went wrong and what can be done about it. This article argues that the problem lies in... View Details

Keywords: Corporate Governance; Competency and Skills; Banks and Banking; Failure; Goals and Objectives; Leadership; Management Practices and Processes; Ethics; Performance; Governing and Advisory Boards; Crime and Corruption

December 2010
Article

The Case for Professional Boards

By: Robert C. Pozen

When the world's largest financial institutions had to be rescued from insolvency in 2008, many experts laid the blame at the feet of corporate boards. But insufficient board oversight is a problem that had supposedly been solved in 2002. As the United States... View Details

Keywords: Financial Institutions; Insolvency and Bankruptcy; Governing and Advisory Boards; Failure; Accounting Audits; Quality; Behavior; Legal Liability; Experience and Expertise; Corporate Governance; Governance Controls; Performance Effectiveness; United States

Teaching Interest

Governing for Nonprofit Excellence

By: John Jong-Hyun Kim

Nonprofit organizations require strong, innovative leadership. In this unique HBS Social Enterprise Initiative program, participants gain an in-depth look at four core nonprofit governance competencies: board leadership, strategic stewardship, performance measurement,... View Details

Apr 25 2018
Testimonial

Clarifying Governance Responsibilities

January 2016 (Revised January 2019)
Supplement

The Allergan Board Under Fire (B)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

01 Jun 2010
News

M.I.A. Boards

companies. With developments such as the recent Supreme Court decision allowing companies to spend more freely on political campaigns, the importance of corporate governance is likely to grow. Many boards... View Details

Keywords: John Gillespie;David Zweig; Finance

24 Oct 2005
Research & Ideas

Building an IT Governance Committee

In a recent Harvard Business Review article, authors Richard Nolan and Warren McFarlan explored the role of the board of directors in IT governance—and how most "fall into the default mode of applying a... View Details

Keywords: by Richard Nolan & Warren McFarlan

April 2003 (Revised September 2003)
Case

Harold Morton and the Rivendell Board (A)

By: F. Warren McFarlan and Ingrid Vargas

Describes the thoughts of a new trustee prior to his first trustees meeting. View Details

Keywords: Nonprofit Organizations; Governance; Governing and Advisory Boards

March 1993 (Revised September 1993)
Case

Praxair: Creating a Board (A)

By: Jay W. Lorsch

Discusses the process a CEO/chairman goes through in creating a new board. Specifically, follows a CEO's decision-making process in selecting board members. Also includes decisions about the selection process for board members and the structure and process of board... View Details

Keywords: Governing and Advisory Boards; Decision Making; Corporate Governance; Conferences; Business or Company Management; Selection and Staffing

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

December 2022 (Revised May 2024)
Background Note

Brief Note on Staggered Boards

By: Lynn S. Paine and Will Hurwitz

This background note discusses the evolution, use, and prevalence of staggered boards. By comparison with unitary boards whose members are all elected annually for one-year terms, staggered boards are divided into subsets of directors, with one subset up for election... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Business History; Trends; Decision Choices and Conditions; United States