Publications

July 2020 (Revised March 2021)
Case

Board Diversity at Amazon (A)

By: Aiyesha Dey and Anu Atluru

The case revolves around the decisions that the board of directors of ecommerce giant Amazon would need to make in response to the controversial letter that activist shareholder CtW investment group sent to Amazon’s shareholders, urging them to vote in favor of a... View Details

Keywords: Board Of Directors; Boards; Governing and Advisory Boards; Diversity; Gender; Race; United States

July 2020 (Revised September 2021)
Case

Mr. Five Percent: Calouste Gulbenkian and the Origins of Global Oil

By: Geoffrey Jones and Yazeed Al-Rashed

This case describes the business career of Calouste Gulbenkian, a skilled intermediary who was able to secure 5 percent of a vast oil concession covering much of the Middle East that was signed in 1928. Gulbenkian was an ethnic Armenian born in the Ottoman Empire,... View Details

Keywords: Oil; Globalization; Energy Sources; History; Biography; Energy Industry; Turkey; Central Asia; Middle East

Article

The Changing Landscape of Auditors' Liability

By: Colleen Honigsberg, Shivaram Rajgopal and Suraj Srinivasan

We provide a comprehensive overview of shareholder litigation against auditors since the passage of the Private Securities Litigation Reform Act (PSLRA). The number of lawsuits per year has declined, dismissals have increased, and settlements in recent years have... View Details

Keywords: Auditor Litigation; Tellabs; Section 10(b); Section 11; Audit Quality; Janus; PSLRA; Class-action Litigation; Accounting Audits; Lawsuits and Litigation; Legal Liability

SSRN

May 2020
Article

The Creation and Evolution of Entrepreneurial Public Markets

By: Shai Bernstein, Abhishek Dev and Josh Lerner

This paper explores the creation and evolution of new stock exchanges around the world geared towards entrepreneurial companies, known as second-tier exchanges. Using hand-collected novel data, we document the proliferation of these new stock exchanges that were... View Details

Keywords: Stock Exchanges; Entrepreneurship; Finance; Initial Public Offering; Capital; Entrepreneurial Finance

March 2020 (Revised March 2024)
Case

CIAM: Home-Grown Shareholder Activism in France

By: Charles C.Y. Wang, Tonia Labruyere and Vincent Dessain

The case discusses the strategy of CIAM, a French activist investment firm, involved in a case of a buy-out of minority shareholders in the telecommunications sector. Altice NV, an international telecommunications company based in the Netherlands that owned more than... View Details

Keywords: Corporate Governance; Private Equity; Strategy; Valuation; Investment Activism; Financial Services Industry; France

March 2020 (Revised May 2020)
Case

Board Director Dilemmas—Family Affairs

By: David G. Fubini, Suraj Srinivasan and Amram Migdal

This case focuses on a new director who must help resolve a disagreement between two generations of leaders in a family business. The case raises questions of the proper role and approach for a director trying to manage a legitimate disagreement between shareholders... View Details

Keywords: Board Of Directors; Corporate Governance; Governing and Advisory Boards; Family Business

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

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

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

January 22, 2020
Article

Making Honest Conversations the Norm

By: Michael Beer

Much admired companies like Boeing and Wells Fargo sacrifice their competitive advantage. Some make huge ethical blunders. As a result, shareholders suffer huge losses in value while employees, customers, and society lose trust and confidence in the institution. Based... View Details

Keywords: Honesty; Interpersonal Communication; Framework; Organizational Culture; Trust; Performance Effectiveness

Read Now

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

SSRN

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

December 2019 (Revised June 2024)
Supplement

The Dutch East India Company in 1612 (B)

By: Lynn S. Paine and Giuseppe Dari-Mattiacci

The case relates the decision made in the A case and what happened in the aftermath. View Details

December 2019 (Revised January 2021)
Supplement

The Leveraged Buyout of TXU: (B) Energy Future Holdings

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; Utilities Industry; Energy Industry; Texas

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

December 2019 (Revised December 2022)
Case

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

By: Trevor Fetter, Erik Snowberg and Rebecca M. Henderson