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      Corporate Governance TheoryRemove Corporate Governance Theory →

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      • February 1997
      • Case

      Transportation Displays, Incorporated (D): Exiting from a Successful Restructuring

      By: Stuart C. Gilson, Vincent Hemmer, Eric Rahe, David Shorrock and Stephen Voorhis
      Following a successful corporate turnaround and, more recently, a leveraged recapitalization, management of a highly profitable, fast--growing outdoor advertising company must consider alternative ways to harvest cash flow from the company without jeopardizing the... View Details
      Keywords: Restructuring; Capital; Cash Flow; Profit; Taxation; Private Ownership
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      Gilson, Stuart C., Vincent Hemmer, Eric Rahe, David Shorrock, and Stephen Voorhis. "Transportation Displays, Incorporated (D): Exiting from a Successful Restructuring." Harvard Business School Case 297-085, February 1997.
      • January 1997
      • Case

      Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)

      By: James K. Sebenius
      Since the 1960s, SMI has quietly executed a series of brilliantly negotiated takeovers throughout Europe, often acquiring companies much larger than itself. Despite formidable obstacles, SMI has managed to acquire state-owned competitors in Italy and France, as well as... View Details
      Keywords: Acquisition; Corporate Governance; International Relations; Negotiation Tactics; Consolidation; Mining Industry; Europe
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      Sebenius, James K. "Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)." Harvard Business School Case 897-085, January 1997.
      • December 1996
      • Background Note

      Financial Engineering and Tax Risk: The Case of Times Mirror PEPS

      By: Peter Tufano
      Provides general background on the taxation of corporate securities, and shows how the inconsistent taxation of functionally-similar securities can permit financial engineers to bear tax risk to earn positive returns. Designed to be used with Times Mirror Co. PEPS... View Details
      Keywords: Risk Management; Taxation; Corporate Finance
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      Tufano, Peter, Robert Santangelo, and Cameron Poetzscher. "Financial Engineering and Tax Risk: The Case of Times Mirror PEPS." Harvard Business School Background Note 297-056, December 1996.
      • 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
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      Esty, Benjamin C., and Tara L. Nells. "USG Corporation." Harvard Business School Case 297-052, December 1996. (Revised July 1997.)
      • November 1996
      • Case

      Del Webb Corporation (A), The

      By: Jay W. Lorsch and Samanta Graff
      Begins with a company history, tracing the tenures of founder Del E. Webb and his successor as chairman and CEO, Robert H. Johnson. Johnson inherited a diversified company that was involved in construction, real estate development (including the famous Sun City), and... View Details
      Keywords: Management Style; Conflict Management; Governing and Advisory Boards; Management Succession; Crisis Management
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      Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (A), The." Harvard Business School Case 497-016, November 1996.
      • November 1996
      • Case

      Del Webb Corporation (B), The

      By: Jay W. Lorsch and Samanta Graff
      On November 16, 1987, the Del Webb board appointed Phil Dion chairman and CEO. This case outlines the development and implementation of a strategy to focus exclusively on real estate development and to liquidate all other assets. Discusses the appointment of two new... View Details
      Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Business and Shareholder Relations; Conflict of Interests; Real Estate Industry
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      Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (B), The." Harvard Business School Case 497-017, November 1996.
      • November 1996
      • Case

      Del Webb Corporation (C), The

      By: Jay W. Lorsch and Samanta Graff
      Dion and the other Del Webb directors were open to having Industrial Equity Pacific (IEP) and Webcott Holdings representation on the board. The IEP representative was perceived as reserved and lacking in sophistication. Cotter of Webcott, however, struck the directors... View Details
      Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Horizontal Integration; Conflict Management
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      Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (C), The." Harvard Business School Case 497-019, November 1996.
      • November 1996 (Revised March 2001)
      • Case

      Sime Darby Berhad (A): 1995

      By: Tarun Khanna, Michael Y. Yoshino and Danielle J. Melito
      Sime Darby is one of South Asia's largest regional conglomerates. In 1995, it is contemplating entry into the fast-growing financial services sector in Malaysia through the acquisition of a Malaysian bank. This is in keeping with its activities mirroring those of the... View Details
      Keywords: Acquisition; Business Conglomerates; Economy; Capital Markets; Emerging Markets; Business and Government Relations; Corporate Strategy; Value Creation; Financial Services Industry; Malaysia
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      Khanna, Tarun, Michael Y. Yoshino, and Danielle J. Melito. "Sime Darby Berhad (A): 1995." Harvard Business School Case 797-017, November 1996. (Revised March 2001.)
      • 1996
      • Chapter

      German Corporate Governance and Management: An American's Perspective

      By: J. W. Lorsch
      Keywords: Corporate Governance; Germany
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      Lorsch, J. W. "German Corporate Governance and Management: An American's Perspective." In ZFBF, edited by Axel v. Weder. Dusseldorf: Verlagsgruppe Handelsblatt, 1996.
      • July 1996 (Revised December 2001)
      • Case

      Becton Dickinson--Designing the New Strategic, Operational, and Financial Planning Process

      By: Robert L. Simons, Antonio Davila and Afroze A Mohammed
      Describes management's attempts to design and install a sophisticated planning and control system in an international company as it changes its strategy. Issues of strategy implementation, accountability, and performance measurement are at the core of the analysis, as... View Details
      Keywords: Organizational Change and Adaptation; Strategy; Business or Company Management; Corporate Accountability; Governance Controls; System; Performance Evaluation
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      Simons, Robert L., Antonio Davila, and Afroze A Mohammed. "Becton Dickinson--Designing the New Strategic, Operational, and Financial Planning Process." Harvard Business School Case 197-014, July 1996. (Revised December 2001.)
      • June 1996 (Revised November 1996)
      • Background Note

      Economic Gains from Trade: Comparative Advantage

      By: Robert E. Kennedy and Nancy F. Koehn
      How nations trade and whether they benefit from it are two of the oldest and most important questions in political economy. In the 170 years since David Ricardo formally developed the theory of comparative advantage, it has become one of the principles most widely... View Details
      Keywords: Business Model; Microeconomics; Trade; Cost Management; Business and Government Relations
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      Kennedy, Robert E., and Nancy F. Koehn. "Economic Gains from Trade: Comparative Advantage." Harvard Business School Background Note 796-183, June 1996. (Revised November 1996.)
      • 1996
      • Chapter

      American and Japanese Corporate Governance: Converging to Best Practice?

      By: W. C. Kester
      Keywords: Corporate Governance; United States; Japan
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      Kester, W. C. "American and Japanese Corporate Governance: Converging to Best Practice?" In National Diversity and Global Capitalism, edited by S. Berger and R. Dore. Ithaca, NY: Cornell University Press, 1996.
      • April 1996 (Revised January 2006)
      • Case

      Times Mirror Company PEPS Proposal Review

      By: Peter Tufano
      Times Mirror Co. (TMC) owns a substantial block of Netscape common stock purchased prior to Netscape's IPO, on which it has substantial unrealized gains. TMC is restricted from selling the stock in a public offering and is therefore considering a proposal by Morgan... View Details
      Keywords: Risk Management; Stocks; Taxation; Corporate Finance; Telecommunications Industry; Media and Broadcasting Industry; United States
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      Tufano, Peter, and Cameron Poetzscher. "Times Mirror Company PEPS Proposal Review." Harvard Business School Case 296-089, April 1996. (Revised January 2006.)
      • February 1996
      • Case

      Eastman Chemical Company: Building a Board from Scratch

      By: Jay W. Lorsch and Samanta Graff
      Eastman Chemical Co. spun off from Kodak in 1993. The CEO of Eastman, Earnest Deavenport did not want the new company's board any members of the Kodak board to include, so he initiated a deliberate and thorough process to build an entirely new board that he hoped would... View Details
      Keywords: Corporate Governance; Management Teams; Selection and Staffing; Chemical Industry
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      Lorsch, Jay W., and Samanta Graff. "Eastman Chemical Company: Building a Board from Scratch." Harvard Business School Case 496-043, February 1996.
      • Article

      Diversification Strategies and Corporate Governance in Trading Companies: Anglo-Japanese Comparisons since the Late Nineteenth Century

      By: G. Jones
      Keywords: Diversification; Corporate Governance; Trade; Business Ventures; Japan
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      Jones, G. "Diversification Strategies and Corporate Governance in Trading Companies: Anglo-Japanese Comparisons since the Late Nineteenth Century." Business and Economic History 25, no. 2 (Winter 1996): 103–118.
      • December 1995
      • Case

      Layton Canada

      By: Debora L. Spar
      In 1993, Layton Canada finds itself caught in an intractable political situation. As part of a global reorganization process, the firm has been transformed from a subsidiary of a Dutch parent corporation to a subsidiary of a U.S. parent. Now, if it continues with its... View Details
      Keywords: Trade; Government and Politics
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      Spar, Debora L., Lygeia Ricciardi, and Laura Bures. "Layton Canada." Harvard Business School Case 796-108, December 1995.
      • September 1995
      • Case

      Benjamin Rosen and Compaq

      By: William A. Sahlman and Jason Green
      Addresses the challenges faced by Ben Rosen and the company board of directors as continuing problems force it to make a decision about the ongoing governance of the firm. The issues are complicated by the current CEO and founder, Rod Canion, who has had, until... View Details
      Keywords: Governing and Advisory Boards; Management Teams; Business or Company Management; Corporate Governance; Problems and Challenges; Decision Making; Information Technology Industry
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      Sahlman, William A., and Jason Green. "Benjamin Rosen and Compaq." Harvard Business School Case 296-002, September 1995.
      • 1995
      • Chapter

      Incentive Problems in Financial Contracting: Impacts on Corporate Financing, Investment, and Risk Management Policies

      By: K. Froot
      Keywords: Catastrophe Risk; Corporate Finance; Cost Of Capital; Banking And Insurance; Asset Pricing; Hedging; Banking; Decision Choice And Uncertainty; Financial Markets; Insurance; Policy; Risk Management; Natural Disasters; Insurance Industry
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      Froot, K. "Incentive Problems in Financial Contracting: Impacts on Corporate Financing, Investment, and Risk Management Policies." Chap. 7 in The Global Financial System: A Functional Perspective, by D. B. Crane, K. A. Froot, Scott P. Mason, André Perold, R. C. Merton, Z. Bodie, E. R. Sirri, and P. Tufano, 225–261. Boston: Harvard Business School Press, 1995. (Revised from Harvard Business School Working Paper No. 95-020.)
      • August 1995 (Revised October 1996)
      • Case

      IDS Financial Services (Condensed)

      By: John A. Deighton
      Highlights the decision that must be made on balancing customer acquisition and retention and de-emphasizing the structural issues involved in administering the independent contractor sales force. View Details
      Keywords: Customers; Customer Focus and Relationships; Decisions; Corporate Governance; Salesforce Management; Financial Services Industry
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      Deighton, John A. "IDS Financial Services (Condensed)." Harvard Business School Case 596-045, August 1995. (Revised October 1996.) (request a courtesy copy.)
      • 1995
      • Chapter

      Interest Allocation Rules, Financing Patterns, and the Operations of US Multinationals

      By: Kenneth A. Froot and James R. Hines Jr.
      Keywords: Corporation Taxation; Interest Deductibility; Cost of Capital; Taxation; Financing and Loans; Corporate Finance
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      Froot, Kenneth A., and James R. Hines Jr. "Interest Allocation Rules, Financing Patterns, and the Operations of US Multinationals." Chap. 10 in The Effects of Taxation on Multinational Corporations, edited by Martin S. Feldstein, James R. Hines Jr., and G. Hubbard, 277–312. University of Chicago Press, 1995. (Also featured in The NBER Digest, November 1994. Revised from NBER Working Paper No. 4924.)
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