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      • Faculty Publications  (543)

      Governing and Advisory BoardsRemove Governing and Advisory Boards →

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      • March 2020 (Revised September 2020)
      • Case

      Board Director Dilemmas—Pushing Senior Management

      By: David G. Fubini, Suraj Srinivasan and Amram Migdal
      This case explores a new board director who wants more detail from the management team than his fellow directors are willing to press for. New board director Sam Pesca is frustrated that CFO Alex Marotta provides only a minimal two-page financial summary at board... View Details
      Keywords: Board Of Directors; Corporate Governance; Governing and Advisory Boards; Management Teams
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      Fubini, David G., Suraj Srinivasan, and Amram Migdal. "Board Director Dilemmas—Pushing Senior Management." Harvard Business School Case 120-084, March 2020. (Revised September 2020.)
      • March 2020 (Revised May 2020)
      • Case

      Board Director Dilemmas—Sharing Expertise

      By: David G. Fubini, Suraj Srinivasan and Amram Migdal
      This case focuses on a new director who was invited to the board specifically due to her expertise in a technical area. The case allows for discussion of the board director’s appropriate role: to advise and direct management or to ask thoughtful questions about... View Details
      Keywords: Board Of Directors; Corporate Governance; Governing and Advisory Boards; Experience and Expertise
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      Fubini, David G., Suraj Srinivasan, and Amram Migdal. "Board Director Dilemmas—Sharing Expertise." Harvard Business School Case 120-101, March 2020. (Revised May 2020.)
      • March 2020 (Revised April 2021)
      • Case

      Odebrecht's 'Transformation Journey' (A)

      By: Suraj Srinivasan, Lynn S. Paine, Ruth Costas and Mariana Cal
      At the center of one of the largest corruption scandals in Latin America, Brazilian conglomerate Odebrecht signed a leniency agreement with American, Swiss and Brazilian prosecutors in 2016 admitting to paying bribes in 12 countries. In an effort to regain financial... View Details
      Keywords: Board Of Directors; Organizational Transformations; Business Ethics; Corruption; Internal Controls; Business And Government; International Business; Engineering And Construction; Family Businesses; Corporate Misconduct; Corporate Governance; Governing and Advisory Boards; Transformation; Organizational Culture; Crisis Management; Ethics; Engineering; Family Business; Crime and Corruption; Emerging Markets; Construction Industry; Brazil; Latin America
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      Srinivasan, Suraj, Lynn S. Paine, Ruth Costas, and Mariana Cal. "Odebrecht's 'Transformation Journey' (A)." Harvard Business School Case 320-002, March 2020. (Revised April 2021.)
      • 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
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      Srinivasan, Suraj, Jonah S. Goldberg, and Calvin O. Liou. "Shaping the Governance Debate at ISS." Harvard Business School Case 120-085, February 2020. (Revised June 2020.)
      • February 2020 (Revised January 2022)
      • Case

      Mission Related Investments at the Ford Foundation (A)

      By: Shawn Cole, Michael Norris and T. Robert Zochowski
      In 2017, Darren Walker, president of the Ford Foundation, one of the largest philanthropic foundations in the world, was preparing to meet with his board of directors to discuss beginning a mission related investments (MRI) program. Walker hoped to devote $1 billion of... View Details
      Keywords: Mission-Related Investing; Philanthropy; Foundation; Endowments; Socially Responsible Investing; Investment; Institutional Investing; Investment Activism; Governance; Corporate Social Responsibility and Impact; Mission and Purpose; Social Enterprise; Philanthropy and Charitable Giving; United States; New York (city, NY)
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      Cole, Shawn, Michael Norris, and T. Robert Zochowski. "Mission Related Investments at the Ford Foundation (A)." Harvard Business School Case 220-026, February 2020. (Revised January 2022.)
      • 2020
      • Working Paper

      Directors' Perceptions of Board Effectiveness and Internal Operations

      By: J. Yo-Jud Cheng, Boris Groysberg, Paul M. Healy and Rajesh Vijayaraghavan
      Keywords: Boards Of Directors; Corporate Governance; Governing and Advisory Boards; Performance Effectiveness; Perception
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      Cheng, J. Yo-Jud, Boris Groysberg, Paul M. Healy, and Rajesh Vijayaraghavan. "Directors' Perceptions of Board Effectiveness and Internal Operations." Working Paper, February 2020. (Under revision at Management Science.)
      • January 2020 (Revised December 2024)
      • Case

      Governing PG&E

      By: Lynn S. Paine and Will Hurwitz
      The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation’s out-going chairman Richard Kelly described the company’s proposed new board. PG&E, which provided electricity and natural... View Details
      Keywords: Bankruptcy; Board Of Directors; Board Dynamics; Business Ethics; Business Model Innovation; Corporate Boards; Energy Efficiency; Environmental And Social Sustainability; Government And Business; Hedge Funds; Institutional Investors; Legal Aspects Of Business; Regulated Monopolies; Regulation; Shareholders; Stakeholder Management; Strategy And Execution; Utilities; Insolvency and Bankruptcy; Governing and Advisory Boards; Ethics; Capital Structure; Climate Change; Corporate Accountability; Corporate Governance; Environmental Sustainability; Executive Compensation; Leadership; Management; Safety; Business and Government Relations; Energy Industry; Utilities Industry; California; United States
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      Paine, Lynn S., and Will Hurwitz. "Governing PG&E." Harvard Business School Case 320-024, January 2020. (Revised December 2024.)
      • January 2020 (Revised July 2020)
      • Case

      BlackRock: Linking Purpose to Profit

      By: Aiyesha Dey
      The case revolves around the actions that Barbara Novick, co-founder and Vice-Chair of Blackrock, and Michelle Edkins, Global Head of Investment Stewardship, would need to take in response to the controversial CEO letters from Laurence (Larry) Fink, Chairman and CEO of... View Details
      Keywords: Boards Of Directors; Institutional Investors; Disclosure; Transparency; Corporate Purpose; Corporate Profits; ESG; ESG Disclosure Metrics; Corporate Sustainability; Engagement Strategy Of Institutions; Stewardship Role Of Institutions; BlackRock; Corporate Governance; Governing and Advisory Boards; Institutional Investing; Accounting; Corporate Disclosure; Mission and Purpose; Profit; Environmental Sustainability; Climate Change; Diversity; Corporate Accountability; Financial Services Industry; United States
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      Deshpandé, Rohit, Aiyesha Dey, and George Serafeim. "BlackRock: Linking Purpose to Profit." Harvard Business School Case 120-042, January 2020. (Revised July 2020.)
      • January 2020
      • Article

      Compensation Consultants and the Level, Composition, and Complexity of CEO Pay

      By: Kevin J. Murphy and Tatiana Sandino
      We provide fresh evidence regarding the relation between compensation consultants and CEO pay. First, firms that employ consultants have higher-paid CEOs—this result is robust to firm fixed effects and matching on economic and governance variables. Second, while this... View Details
      Keywords: Consultants; Benchmarking; Incentive Pay; Executive Compensation; Complexity; Motivation and Incentives; Governance
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      Murphy, Kevin J., and Tatiana Sandino. "Compensation Consultants and the Level, Composition, and Complexity of CEO Pay." Accounting Review 95, no. 1 (January 2020): 311–341.
      • December 2019 (Revised June 2024)
      • Case

      The Dutch East India Company in 1612 (A)

      By: Lynn S. Paine and Giuseppe Dari-Mattiacci
      The Dutch East India Company’s board of directors must decide what to do about an impending legal requirement to liquidate the company’s assets and return to shareholders their capital and any profits earned during a ten-year lock-up period. The charter granted to the... View Details
      Keywords: Corporate Governance; Globalized Firms and Management; Organizational Structure; Laws and Statutes; Financial Markets; Business and Shareholder Relations; Business and Government Relations; Business History; Shipping Industry; Netherlands
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      Paine, Lynn S., and Giuseppe Dari-Mattiacci. "The Dutch East India Company in 1612 (A)." Harvard Business School Case 320-047, December 2019. (Revised June 2024.)
      • December 2019 (Revised August 2022)
      • Exercise

      Janet Ames (A)

      By: Brian Trelstad and Brian Trelstad
      The series of Janet Ames cases follow a fictional alumna of Harvard Business School into her consulting career in Boston. Over the series of cases, Ames is first offered the opportunity to join the board of a Boston-based non-profit organization, which offers students... View Details
      Keywords: Philanthropy; Board; Non-profit Management; Career Changes And Transitions; Evaluation; Philanthropy and Charitable Giving; Governing and Advisory Boards; Social Enterprise; Social Entrepreneurship; Nonprofit Organizations; Management; Personal Development and Career; United States
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      Trelstad, Brian. "Janet Ames (A)." Harvard Business School Exercise 320-076, December 2019. (Revised August 2022.)
      • December 2019 (Revised August 2022)
      • Exercise

      Janet Ames (B)

      By: Brian Trelstad and Brian Trelstad
      The series of Janet Ames cases follow a fictional alumna of Harvard Business School into her consulting career in Boston. Over the series of cases, Ames is first offered the opportunity to join the board of a Boston-based non-profit organization, which offers students... View Details
      Keywords: Philanthropy; Board; Non-profit Management; Career Changes And Transitions; Evaluation; Personal Development and Career; Opportunities; Decision Choices and Conditions; Philanthropy and Charitable Giving; Governing and Advisory Boards; Social Enterprise; Social Entrepreneurship; Nonprofit Organizations; Management; United States
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      Trelstad, Brian. "Janet Ames (B)." Harvard Business School Exercise 320-077, December 2019. (Revised August 2022.)
      • December 2019 (Revised August 2022)
      • Exercise

      Janet Ames (C)

      By: Brian Trelstad and Brian Trelstad
      The series of Janet Ames cases follow a fictional alumna of Harvard Business School into her consulting career in Boston. Over the series of cases, Ames is first offered the opportunity to join the board of a Boston-based non-profit organization, which offers students... View Details
      Keywords: Philanthropy; Board; Non-profit Management; Career Changes And Transitions; Evaluation; Philanthropy and Charitable Giving; Governing and Advisory Boards; Social Enterprise; Social Entrepreneurship; Nonprofit Organizations; Management; Personal Development and Career; United States
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      Trelstad, Brian. "Janet Ames (C)." Harvard Business School Exercise 320-078, December 2019. (Revised August 2022.)
      • December 2019 (Revised May 2020)
      • Case

      Income Inequality and the CEO Pay Ratio at TJX Cos

      By: Ethan Rouen and Akari Furukawa
      TJX Companies reported a CEO pay ratio of 1,596-to-1 in 2019, leaving board chair Carol Meyrowitz with a host of questions about whether, and how, she could take action to address concerns raised by having one of the highest pay ratios in the S&P 500. As a retail... View Details
      Keywords: CEO Pay Ratio; Income; Equality and Inequality; Executive Compensation; Corporate Disclosure; Business and Stakeholder Relations
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      Rouen, Ethan, and Akari Furukawa. "Income Inequality and the CEO Pay Ratio at TJX Cos." Harvard Business School Case 120-063, December 2019. (Revised May 2020.)
      • December 2019 (Revised June 2021)
      • Case

      Mãe Terra and Unilever (A)

      By: Lynn S. Paine, Ruth Costas and Priscilla Zogbi
      The case concerns the sale of Mãe Terra, one of Brazil's leading brands for packaged organic foods, to the consumer goods giant Unilever in 2017. Working with Unilever management, Mãe Terra’s CEO Alexandre Borges must determine whether and how to keep Mãe Terra's B... View Details
      Keywords: Mergers & Acquisitions; Brand Management; Sustainability; Mergers and Acquisitions; Mission and Purpose; Social Enterprise; Corporate Governance; Governing and Advisory Boards; Environmental Sustainability; Organizational Culture; Food and Beverage Industry; Food and Beverage Industry; Brazil; Latin America
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      Paine, Lynn S., Ruth Costas, and Priscilla Zogbi. "Mãe Terra and Unilever (A)." Harvard Business School Case 320-075, December 2019. (Revised June 2021.)
      • December 2019
      • Supplement

      Mãe Terra and Unilever (B)

      By: Lynn S. Paine, Ruth Costas and Mariana Cal
      Unilever is making strides to integrate the operations of Mãe Terra—one of Brazil's leading brands for packaged organic foods—into its own structures, after acquiring the company in 2017. Mãe Terra’s CEO, Alexandre Borges, must decide whether to implement his original... View Details
      Keywords: Brand Management; Sustainability; Mergers and Acquisitions; Mission and Purpose; Social Enterprise; Corporate Governance; Governing and Advisory Boards; Environmental Sustainability; Organizational Culture; Food and Beverage Industry; Food and Beverage Industry; Brazil; Latin America
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      Paine, Lynn S., Ruth Costas, and Mariana Cal. "Mãe Terra and Unilever (B)." Harvard Business School Supplement 320-069, December 2019.
      • December 2019
      • Case

      WeWork Files for an IPO

      By: Lynn S. Paine and Will Hurwitz
      For the board of The We Company—better known as WeWork—August 14, 2019, promised to be a pivotal day. It was then that WeWork’s IPO prospectus, known as an S-1 filing, would be made public, giving potential investors, the media, and the general public a window into the... View Details
      Keywords: Capital Structure; Corporate Accountability; Corporate Governance; Going Public; Leadership; Management; Private Equity; Valuation; Venture Capital; Real Estate Industry; Technology Industry; United States
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      Paine, Lynn S., and Will Hurwitz. "WeWork Files for an IPO." Harvard Business School Case 320-063, December 2019.
      • December 2019 (Revised December 2022)
      • Case

      TXU (A): Powering the Largest Leveraged Buyout in History

      By: Trevor Fetter, Erik Snowberg and Rebecca M. Henderson
      This case is designed to support a lively discussion about the relative merits of shareholder vs. stakeholder perspectives in the context of a company that provides a vital public service that has important environmental implications. The 2007 purchase of TXU, the... View Details
      Keywords: Leveraged Buyouts; Transformation; Insolvency and Bankruptcy; Environmental Sustainability; Business and Shareholder Relations; Business and Stakeholder Relations; Energy Generation; Non-Renewable Energy; Governing Rules, Regulations, and Reforms; Utilities Industry; Energy Industry; Texas
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      Fetter, Trevor, Erik Snowberg, and Rebecca M. Henderson. "TXU (A): Powering the Largest Leveraged Buyout in History." Harvard Business School Case 320-064, December 2019. (Revised December 2022.)
      • November 2019
      • Supplement

      Hapag-Lloyd AG: Complying with IMO 2020

      By: Benjamin C. Esty, Mette Fuglsang Hjortshoej and Emer Moloney
      A new environmental regulation known as IMO 2020 was creating what one industry analyst called “the biggest shakeup for the oil and shipping industries in decades.” According to the new regulation, all ocean-going ships would have to limit their sulfur emissions by... View Details
      Keywords: Valuation; Ship Transportation; Strategic Planning; Game Theory; Pollutants; Supply Chain; Corporate Accountability; Capital Budgeting; Environmental Sustainability; Shipping Industry; Transportation Industry; Germany
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      Esty, Benjamin C., Mette Fuglsang Hjortshoej, and Emer Moloney. "Hapag-Lloyd AG: Complying with IMO 2020." Harvard Business School Spreadsheet Supplement 220-713, November 2019.
      • November 2019
      • Case

      Hapag-Lloyd AG: Complying with IMO 2020

      By: Benjamin C. Esty, Mette Fuglsang Hjortshoej and Emer Moloney
      A new environmental regulation known as IMO 2020 was creating what one industry analyst called “the biggest shakeup for the oil and shipping industries in decades.” According to the new regulation, all ocean-going ships would have to limit their sulfur emissions by... View Details
      Keywords: Valuation; Ship Transportation; Strategic Planning; Game Theory; Pollutants; Supply Chain; Corporate Accountability; Capital Budgeting; Environmental Sustainability; Governing Rules, Regulations, and Reforms; Governance Compliance; Shipping Industry; Transportation Industry; Germany
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      Esty, Benjamin C., Mette Fuglsang Hjortshoej, and Emer Moloney. "Hapag-Lloyd AG: Complying with IMO 2020." Harvard Business School Case 220-003, November 2019.
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