Publications

July 2023 (Revised February 2024)
Case

Equity Restructuring at Dell Technologies: Buy Out, Buy Up, Buy In (A)

By: Stuart C. Gilson and Sarah L. Abbott

In November 2018, Dell Technologies was poised to re-enter the public markets by means of a complex recapitalization that would replace an entire class of publicly-traded “tracking stock,” with new shares that would trade publicly without the need of a formal IPO. The... View Details

Keywords: Technology; M＆A; Recapitalization; MBO; Equity Issues; Private Equity Buyouts; Public Ownership; Stock Shares; Mergers and Acquisitions; Equity; Technology Industry; United States

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

24 Jan 2017
First Look

First Look at New Research: January 24, 2017

of American Ingenuity: Innovation and Inventors of the Golden Age By: Akcigit, Ufuk, John Grigsby, and Tom Nicholas Abstract—We examine the golden age of U.S. innovation by undertaking a major data collection exercise linking U.S. patents to View Details

Keywords: Sean Silverthorne

24 Sep 2014
Op-Ed

Stop Thinking of Climate Change as a Religious or Political Issue

substitute for private and public innovation. But the innovation will be motivated only if prices reflect the true state of the world. We are subsidizing our own consumption of fossil energy because we are unwilling to acknowledge to... View Details

Keywords: by Forest Reinhardt; Energy; Utilities

October 2000 (Revised June 2017)
Case

Vyaderm Pharmaceuticals: The EVA Decision

By: Robert Simons and Indra A. Reinbergs

In 2016, the new CEO of Vyaderm Pharmaceuticals introduces an Economic Value Added (EVA) program to focus the company on long-term shareholder value. The EVA program consists of three elements: EVA centers (business units), EVA drivers (operational practices that... View Details

Keywords: Compensation and Benefits; Employee Relationship Management; Economic Growth; Economic Systems; Management; Motivation and Incentives; Organizational Design; Organizational Structure; Performance Evaluation; Decision Choices and Conditions; Pharmaceutical Industry; Washington (state, US)

Article

Are Buybacks Really Shortchanging Investment?

By: Jesse M. Fried and Charles C.Y. Wang

It’s no secret that the American economy is suffering from the twin ills of slow growth and rising income inequality. Many lay the blame at the doors of America’s largest public corporations. The charge? These firms prefer to distribute cash generated from their... View Details

Keywords: Economy; Investment; Stocks; Business and Shareholder Relations; Equality and Inequality; United States

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David G. Fubini is a Senior Lecturer in the Organizational Behavior Unit and leader of the Leading Professional Services Firm and Mergers & Acquisitions Programs for Harvard Business School’s Executive Education. His MBA teaching has concentrated on teaching the... View Details

November 2020
Case

Valuing Celgene's CVR

By: Benjamin C. Esty and Daniel Fisher

When Bristol-Myers Squibb (BMS) acquired Celgene Corporation in November 2019, Celgene shareholders received cash, BMS stock, and a contingent value right (CVRs) that would pay $9 if the U.S. Food and Drug Administration (FDA) approved three of Celgene’s late stage... View Details

Keywords: Mergers and Acquisitions; Value; Valuation; Judgments; Decision Making; Cash Flow; Financial Instruments; Cognition and Thinking; Pharmaceutical Industry; Biotechnology Industry; United States

September 2019
Case

JTC: Stronger Together with Shared Ownership

By: Ethan Bernstein and Daniela Beyersdorfer

Nigel Le Quesne, CEO of Jersey-based financial services firm JTC, firmly believed that "shared ownership" was at the heart of his company’s successful track record. The firm had seen its revenues, profits, and number of clients and staff grow steadily throughout its... View Details

Keywords: Ownership; Employee Ownership; Leadership Style; Compensation and Benefits; Organizational Culture; Employee Stock Ownership Plan; Going Public; Mission and Purpose; Management Practices and Processes; Human Resources; Financial Services Industry; Channel Islands; Europe; United States

October 1993 (Revised December 1997)
Case

General Dynamics: Compensation and Strategy (A)

William Anders became CEO of defense giant General Dynamics in 1991 as the Cold War was ending and as the industry became saddled with excess capacity. Observing that the company was underserving shareholders and required a massive change in its culture, Anders brought... View Details

Keywords: Motivation and Incentives; Corporate Strategy; Executive Compensation; Manufacturing Industry; United States

11 Jul 2012
Research & Ideas

The Future of Boards

eight experts and practitioners, all with ties to HBS, to examine the state of boards today, what lies ahead, and what needs to change in the context of an increasingly global world that has seen the complexity of corporations increase to... View Details

Keywords: by Julia Hanna

April 2025 (Revised June 2025)
Case

Governing Sustainability in a Shifting Context (A)

By: Lynn S. Paine and Will Hurwitz

In early 2025, boards of directors had to rethink corporate responsibility and sustainability efforts amid rapidly-shifting social, legal, regulatory, and economic forces. While just a few years earlier, calls to address racial justice and climate change reached into... View Details

January 2017
Supplement

T. Rowe Price and the Dell Inc. MBO (B)

By: Lena G. Goldberg

After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders... View Details

Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware

August 2002 (Revised May 2003)
Case

New Wachovia (B), The

By: Carliss Y. Baldwin and Jeremy Swinson

On August 3, 2001, after a hotly contested proxy fight, Wachovia Corp.'s shareholders voted to merge with First Union Corp. The managers of the two banks then turned to face the challenges of integrating the two organizations. Their task was to implement a "merger of... View Details

Keywords: Integration; Mergers and Acquisitions; Problems and Challenges; Banks and Banking; Banking Industry; North Carolina

April 2021 (Revised July 2021)
Case

Public Equities Impact Investing at BlackRock

By: Shawn A. Cole, Vikram S. Gandhi, Michael Norris and John Masko

In early 2021, BlackRock—the world’s largest asset manager with $9 trillion in assets under management (AUM)—sought to become a leader in promoting environmental and social sustainability. Over the previous ten years, CEO Larry Fink had written an annual open letter to... View Details

Keywords: Impact Investing; Renewable Energy; Climate Change; Environmental Sustainability; Equity; Corporate Social Responsibility and Impact; Financial Management; Investment Funds; Investment Return; Mission and Purpose; Organizational Change and Adaptation; Financial Services Industry; United States

19 Jan 2011
Research & Ideas

Activist Board Members Increase Firm’s Market Value

Public company shareholders have long complained that corporate boards don't always act in the best interest of their investors. But does the addition of a shareholder-sponsored board member increase the market value of the firm? The... View Details

Keywords: by Carmen Nobel

Summer 2015
Article

The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach

By: Fernan Restrepo and Guhan Subramanian

Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender... View Details

Keywords: Laws and Statutes; Business and Shareholder Relations; Delaware

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2021
Working Paper

No-fault Default, Chapter 11 Bankruptcy, and Financial Institutions

By: Robert C. Merton and Richard T. Thakor

This paper analyzes the costs and benefits of a no-fault-default debt structure as an alternative to the typical bankruptcy process. We show that the deadweight costs of bankruptcy can be avoided or substantially reduced through no-fault-default debt, which permits a... View Details

Keywords: No-fault Default; Chapter 11; Insolvency and Bankruptcy; Borrowing and Debt; Governing Rules, Regulations, and Reforms; Financial Institutions; Contracts