Publications

Research Summary

Talent and Ownership on Corporate Boards

By: Cynthia A. Montgomery

This research, with co-author Emilie Feldman, examines the performance of firms whose boards include directors with sizeable ownership stakes and relatively low levels of business experience. In contrast to theories that predict a strong... View Details

Editorial

ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues

By: George Serafeim and Sakis Kotsantonis

Keywords: Climate Change; Board Of Directors; Corporate Governance; Investments; Environment

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October 2020 (Revised November 2020)
Case

Digging for Gold: Paulson & Co.'s Activism in the Gold Sector

By: Suraj Srinivasan and Jonah S. Goldberg

The case describes the efforts of hedge fund Paulson & Co to influence corporate governance and improve performance in the gold industry. In an innovative move, the hedge fund led the creation of the Shareholder Gold Council, a consortium of large investors in gold... View Details

Keywords: Board Of Directors; Hedge Funds; Shareholder Activism; Gold; Corporate Governance; Governing and Advisory Boards; Investment Funds; Investment Activism; Performance Improvement; Corporate Accountability; Mining Industry; Canada; United States

July 2015 (Revised March 2021)
Case

Proxy Contest at DuPont

By: Jay W. Lorsch and Emily McTague

On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three... View Details

Keywords: Board Of Directors; Hedge Fund; Activist Investing; Activist Investors; Proxy Fight; Corporate Governance; Governing and Advisory Boards; Investment Activism; Chemical Industry; United States

November 29, 2011
Article

The Role of The Board in Creating a Sustainable Strategy

By: Robert G. Eccles, Ioannis Ioannou and George Serafeim

While conceptually elegant, the belief that a corporation's role is to maximize value for shareholders is under increasing challenge as society's expectations for companies change. An equally elegant new concept that takes account of these dual pressures has yet to... View Details

Keywords: Value Creation; Business and Stakeholder Relations; Corporate Strategy; Business and Shareholder Relations; Corporate Social Responsibility and Impact; Performance Expectations; Governing and Advisory Boards; Management Practices and Processes; Decisions; Risk and Uncertainty; Cost vs Benefits; Information

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03 Jan 2018
What Do You Think?

In the Wake of #MeToo, Should Corporate Boards Hire Compliance Officers?

role in selecting new board members. There was an implicit presumption of trust among the CEO and board members. At least a limited kind of... View Details

Keywords: by James Heskett

July 2016
Case

'Golden Leash' Pay for Directors at The Dow Chemical Company

By: Ian Gow, Suraj Srinivasan and Neeraj Goyal

In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow’s recent performance and advocated that the company split itself to maximize... View Details

Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Investment Activism; Chemical Industry

22 Dec 2003
Research & Ideas

How to Build a Better Board

that corporate governance activists focus on things that can be seen from the outside. The reality is that what makes boards effective—and this is the point we make in the book over and over again—is the behavior View Details

Keywords: by Martha Lagace

2000
Other Unpublished Work

New Trading Practices and the Short-run Predictability of the S&P 500: Market Volatility and Investor Confidence, Report to the Board of Directors of the New York Stock Exchange, Inc.

By: André Perold

Keywords: Stocks; Financial Markets; Governing Rules, Regulations, and Reforms; Capital Markets; Volatility; Market Timing

April 2015 (Revised July 2015)
Case

Proxy Access at Whole Foods

By: Jay Lorsch and Emily McTague

Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details

Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America

September 2021
Case

Vignettes on Professional Service Firm Governance

By: David G. Fubini, Suraj Srinivasan and Li-Kuan Ni

The two vignettes within “Vignettes on Professional Service Firm Governance” (HBS No. 122-024) present various issues relating to governance in professional service firms (“PSFs”). In the first, the Managing Director of a U.S. consulting firm contemplates whether to... View Details

16 Jul 2024
Op-Ed

Corporate Boards Are Failing in Their No. 1 Duty

appointments go wrong Let’s begin by taking a look at three examples of poor leadership at public companies and addressing what went wrong. Then, I will recommend five ways boards can ensure they appoint the... View Details

Keywords: by Bill George

November 2016 (Revised February 2017)
Case

BrightStar Care: The Evolution of a Leadership Team

By: Boris Groysberg, Colleen Ammerman and John D. Vaughan

BrightStar Care was a rapidly growing franchise of home health care agencies. Founded by husband and wife team JD and Shelly Sun as a single agency near Chicago in 2002, BrightStar had opened nearly 300 franchises across the United States by 2016, generating over $300... View Details

Keywords: Health Care Services; Entrepreneurs; Board Of Directors; Boards Of Directors; Health Care Industry; Growth Strategy; Organizational Change; Brand Positioning; Entrepreneurial Organizations; Entrepreneurial Management; Franchising; Family-owned Business; Home Health Care; Managing Growth; Management Styles; Organizational Development; Talent Management; Women Executives; Women And Leadership; Business Startups; Family Business; Small Business; Talent and Talent Management; Governing and Advisory Boards; Health Care and Treatment; Human Capital; Leadership Development; Leadership Style; Business or Company Management; Growth and Development Strategy; Management Analysis, Tools, and Techniques; Management Skills; Management Style; Management Succession; Management Systems; Management Teams; Brands and Branding; Marketing Strategy; Strategy

February 2021 (Revised September 2022)
Case

Shareholder Activists and Corporate Strategy

By: David J. Collis and Caeden Brynie

This library case examines the rise of shareholder activism in recent years, particularly in the public eye, and analyzes its effects on corporate strategy, growth, and shareholder value. It looks at three contemporary targets of shareholder activism in particular—Bed... View Details

Keywords: Shareholder; Shareholder Activism; Board; Board Of Directors; Hedge Fund; Hedge Fund Activism; Strategy; Corporate Strategy; Investment Activism; Governing and Advisory Boards; Business and Shareholder Relations

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

August 2016
Article

Independent Directors' Dissent on Boards: Evidence from Listed Companies in China

By: Juan Ma and Tarun Khanna

In this paper, we examine the circumstances under which so-called "independent" directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public... View Details

Keywords: Independent Directors; China; Corporate Governance; Governing and Advisory Boards; China

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March 2018
Supplement

China Vanke: Battle for Control (C)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors' mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

September 2014 (Revised February 2017)
Case

Turkcell

By: Felix Oberholzer-Gee, Charles C.Y. Wang and Esel Cekin

This case centers around the shareholder dispute between three major shareholders of Turkcell, and how its management vied against increasing regulatory intervention and market competition in the absence of a fully-functioning board. The battle for control of the... View Details

Keywords: Financial Performance; Regulatory Environment; Telecommunications; Marketing; Value Added; Pricing; Shareholder; Boards Of Directors; Governing and Advisory Boards; Corporate Governance; Conflict and Resolution; Business and Shareholder Relations; Telecommunications Industry; Turkey