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    • All HBS Web  (4,906)
      • Faculty Publications  (1,497)

      Corporate Governance TheoryRemove Corporate Governance Theory →

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      • October 1991 (Revised December 1992)
      • Background Note

      Note on Corporate Governance Systems: The United States, Japan, and Germany

      By: W. Carl Kester and Robert W. Lightfoot
      Describes and compares the corporate governance systems commonly found in the United States, Japan, and Germany. View Details
      Keywords: Corporate Governance; United States; Japan; Germany
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      Kester, W. Carl, and Robert W. Lightfoot. "Note on Corporate Governance Systems: The United States, Japan, and Germany." Harvard Business School Background Note 292-012, October 1991. (Revised December 1992.)
      • August 1991 (Revised March 1993)
      • Case

      Champion International Corp.: Timber, Trade, and the Northern Spotted Owl

      By: Forest L. Reinhardt
      Champion's forest products division owns timberlands, sawmills, and plywood mills in the Pacific Northwest. The listing of the northern spotted owl as an endangered species, and restrictions on exports of logs from state-owned lands, have disrupted the stumpage, log... View Details
      Keywords: Science-Based Business; Natural Environment; Product Marketing; Governing Rules, Regulations, and Reforms; Government and Politics; Environmental Sustainability; Corporate Strategy; Trade; Decisions; Management Teams; Forest Products Industry; North and Central America
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      Reinhardt, Forest L. "Champion International Corp.: Timber, Trade, and the Northern Spotted Owl." Harvard Business School Case 792-017, August 1991. (Revised March 1993.)
      • July 1991 (Revised August 2000)
      • Case

      California PERS (A)

      By: Jay O. Light, Jay W. Lorsch and James O. Sailer
      Examines California Public Employees Retirement System (CalPERS), the world's fourth largest pension fund. Dale Hanson, CEO of CalPERS, has a problem; how does he use CalPERS' influence as the holder of a small percentage of 1,300 American companies to put pressure on... View Details
      Keywords: Employees; Retirement; System; Asset Pricing; Performance Improvement; Corporate Governance; Investment Funds; Investment Return; California
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      Light, Jay O., Jay W. Lorsch, and James O. Sailer. "California PERS (A)." Harvard Business School Case 291-045, July 1991. (Revised August 2000.)
      • summer 1991
      • Article

      Japanese Corporate Governance and the Conservation of Value in Financial Distress

      By: W. C. Kester
      Keywords: Value; Finance; Japan
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      Kester, W. C. "Japanese Corporate Governance and the Conservation of Value in Financial Distress." Continental Bank Journal of Applied Corporate Finance 4, no. 2 (summer 1991): 98–104.
      • June 1991
      • Article

      Corporate Policy and the Ethics of Competitor Intelligence Gathering

      By: L. S. Paine
      Keywords: Policy; Ethics; Competition; Knowledge
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      Paine, L. S. "Corporate Policy and the Ethics of Competitor Intelligence Gathering." Journal of Business Ethics 10, no. 6 (June 1991): 423–436. (Reprinted in Ethical Theory and Business, edited by Norman E. Bowie and Tom L. Beauchamp, 4th ed. 489-497. Englewood Cliffs, N.J.: Prentice-Hall, Inc., 1993; Reprinted in Ethics in Marketing, edited by J. Quelch and C. Smith. Burr Ridge, Ill.: Richard D. Irwin, 1993; Reprinted (and abridged) in Ethics Journal 2, no. 1, Ethics Resource Center (1992): 1-5.)
      • April 1991 (Revised December 1997)
      • Case

      Southland Corp. (A)

      By: Richard S. Ruback
      Examines the Thompson's $4.9 billion leveraged buyout of the Southland Corp. in 1987. As the original founders of Southland, the Thompsons were concerned about losing control over the company upon learning of the Belzberg family's acquiring interest. The teaching... View Details
      Keywords: Leveraged Buyouts; Governance Controls; Corporate Governance; Bids and Bidding; Valuation; Forecasting and Prediction; Management Analysis, Tools, and Techniques; Strategy; Cash Flow
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      Ruback, Richard S. "Southland Corp. (A)." Harvard Business School Case 291-038, April 1991. (Revised December 1997.)
      • April 1991 (Revised July 1992)
      • Case

      Koito Manufacturing Ltd.

      By: W. Carl Kester and Robert W. Lightfoot
      Having acquired a 26% stake in Koito Manufacturing, a Japanese automotive parts supplier in the Toyota Group, T. Boone Pickens seeks a seat on Koito's board of directors. Koito's management resists, claiming Pickens is an unhelpful greenmailer, not a true long-term... View Details
      Keywords: Acquisition; Debates; Corporate Governance; Production; Supply Chain; Performance Efficiency; Welfare; Auto Industry; Japan; United States
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      Kester, W. Carl, and Robert W. Lightfoot. "Koito Manufacturing Ltd." Harvard Business School Case 291-027, April 1991. (Revised July 1992.)
      • March 1991 (Revised October 1991)
      • Case

      CEO Evaluation at Dayton Hudson

      By: Jay W. Lorsch
      Describes the Dayton Hudson CEO evaluation process, one of the most intensive in corporate America today. The board of directors' role in the evaluation is examined, as is the question of whether the Dayton Hudson CEO evaluation process should serve as a model for... View Details
      Keywords: Performance Evaluation; Governing and Advisory Boards; Management Succession; Management Teams
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      Lorsch, Jay W. "CEO Evaluation at Dayton Hudson." Harvard Business School Case 491-116, March 1991. (Revised October 1991.)
      • March 1991 (Revised January 1996)
      • Case

      The General Mills Board and Strategic Planning

      By: Jay W. Lorsch
      Examines the General Mills Board of Directors' role in the General Mills joint venture with Nestle S.A. to sell cereals outside of North America. It raises the more general question of the appropriate role for the board of directors in strategy formulation. View Details
      Keywords: Joint Ventures; Trade; Corporate Governance; Managerial Roles; Expansion; Food and Beverage Industry; North America
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      Lorsch, Jay W. "The General Mills Board and Strategic Planning." Harvard Business School Case 491-117, March 1991. (Revised January 1996.)
      • February 1991 (Revised April 1991)
      • Case

      Zenith and High-Definition Television--1990

      By: Benjamin Gomes-Casseres, David B. Yoffie and Heather A. Hazard
      Describes Zenith's strategy in HDTV and high resolution monitors. Includes overview of HDTV industry with profiles of major competitors worldwide and policies of U.S., Japanese, and European governments. Focuses on competition over standards setting, industrial policy,... View Details
      Keywords: Corporate Governance; Standards; Production; Corporate Strategy; Customization and Personalization; Electronics Industry; Technology Industry
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      Gomes-Casseres, Benjamin, David B. Yoffie, and Heather A. Hazard. "Zenith and High-Definition Television--1990." Harvard Business School Case 391-084, February 1991. (Revised April 1991.)
      • February 1991 (Revised July 1993)
      • Case

      Cultural Change at Nissan Motors

      By: John P. Kotter
      Depicts the reformation of Nissan Motor Co.'s corporate culture and the company's subsequent turnaround in market share and profits. In 1985, Yutaka Kume became president of Nissan and thereafter, he continually emphasized the need for internal change throughout the... View Details
      Keywords: Organizational Change and Adaptation; Organizational Culture; Leadership; Behavior; Governing Rules, Regulations, and Reforms; Change Management; Management; Auto Industry; Manufacturing Industry
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      Kotter, John P. "Cultural Change at Nissan Motors." Harvard Business School Case 491-079, February 1991. (Revised July 1993.)
      • February 1991 (Revised June 1991)
      • Case

      Raymond Jackson (A)

      By: Jay W. Lorsch
      Professor Jackson is offered a spot on the slate of directors that Harold Simmons, Lockheed's largest shareholder, has nominated for Lockheed's board to oppose the slate nominated by Lockheed in the Spring, 1990 elections. Jackson must decide whether to join Simmons'... View Details
      Keywords: Business and Shareholder Relations; Corporate Governance; Decisions; Voting; Governing and Advisory Boards; Alliances
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      Lorsch, Jay W. "Raymond Jackson (A)." Harvard Business School Case 491-025, February 1991. (Revised June 1991.)
      • January 1991 (Revised March 2010)
      • Case

      Westchester Distributing, Inc. (A)

      By: Robert L. Simons and Robert Boxwell
      Focuses on the three-way interaction among internal controls, employee behavior, and incentives. Salesmen are illegally providing kickbacks to customers of this beer-distribution firm. In turn, salesmen are reimbursing themselves by filing fraudulent expense reports.... View Details
      Keywords: Financial Reporting; Crime and Corruption; Corporate Governance; Governance Controls; Salesforce Management; Behavior; Motivation and Incentives; Distribution Industry; Food and Beverage Industry
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      Simons, Robert L., and Robert Boxwell. "Westchester Distributing, Inc. (A)." Harvard Business School Case 191-118, January 1991. (Revised March 2010.)
      • October 1990
      • Article

      Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default

      By: S. C. Gilson
      In 111 publicly traded firms that either file for bankruptcy or privately restructure their debt between 1979 and 1985, bank lenders frequently become major stockholders or appoint new directors. On average, only 46% of incumbent directors remain when bankruptcy or... View Details
      Keywords: Insolvency and Bankruptcy; Governance; Banks and Banking; Change; Business Ventures; Ownership
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      Gilson, S. C. "Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default." Journal of Financial Economics 27, no. 2 (October 1990): 355–387.
      • April 1990
      • Case

      Philip Morris Companies' ""Bill of Rights"" Sponsorship Program

      By: Stephen A. Greyser and Norman Klein
      Describes the new policy of the National Archives of inviting corporate cosponsorship of historic exhibits and commemorations. In November 1989, Philip Morris Companies (PM) became the first cosponsor of the bicentennial commemoration of the Bill of Rights, and used... View Details
      Keywords: Policy; Brands and Branding; Decisions; Advertising; Marketing Strategy; Risk and Uncertainty; Financing and Loans; Reputation; Nonprofit Organizations
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      Greyser, Stephen A., and Norman Klein. Philip Morris Companies' ""Bill of Rights"" Sponsorship Program. Harvard Business School Case 590-108, April 1990.
      • April 1990
      • Case

      Gillette vs. Coniston: Communications in a Proxy Fight

      By: Stephen A. Greyser and Norman Klein
      Keywords: Business and Shareholder Relations; Corporate Governance; Communication; Governing and Advisory Boards
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      Greyser, Stephen A., and Norman Klein. "Gillette vs. Coniston: Communications in a Proxy Fight." Harvard Business School Case 590-066, April 1990.
      • September 1989
      • Background Note

      Industrial Governance and Corporate Performance

      By: John T. Dunlop and Malcolm S. Salter
      Keywords: Governance; Performance
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      Dunlop, John T., and Malcolm S. Salter. "Industrial Governance and Corporate Performance." Harvard Business School Background Note 390-032, September 1989.
      • July 1989 (Revised August 1990)
      • Background Note

      New Theories of International Trade

      By: David B. Yoffie and Heather A. Hazard
      Explores the "new" theories of international trade--also called strategic trade policy--which were developed in the 1980s. Examines why economists and policy makers thought new approaches were necessary to explain international trade, the contributions of industrial... View Details
      Keywords: Corporate Strategy; Theory; Policy; Trade
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      Yoffie, David B., and Heather A. Hazard. "New Theories of International Trade." Harvard Business School Background Note 390-001, July 1989. (Revised August 1990.)
      • June 1989 (Revised July 1989)
      • Case

      Coniston vs. Gillette: Communications in a Proxy Fight

      By: Stephen A. Greyser and Norman Klein
      Keywords: Business and Shareholder Relations; Corporate Governance; Communication; Governing and Advisory Boards
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      Greyser, Stephen A., and Norman Klein. "Coniston vs. Gillette: Communications in a Proxy Fight." Harvard Business School Case 589-110, June 1989. (Revised July 1989.)
      • January 1989 (Revised March 1995)
      • Case

      Du Pont Freon Products Division (A)

      By: Richard H.K. Vietor and Forest L. Reinhardt
      In 1988, the Du Pont Co. is abruptly confronted with solid scientific evidence that chlorofluorocarbons are destroying the earth's ozone shield. Du Pont, with its Freon brand product line serving markets for foam insulation, electronics solvents, and especially... View Details
      Keywords: Business Divisions; Policy; Management; Brands and Branding; Production; Service Operations; Natural Environment; Competition; Corporate Strategy; Environmental Sustainability
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      Vietor, Richard H.K., and Forest L. Reinhardt. "Du Pont Freon Products Division (A)." Harvard Business School Case 389-111, January 1989. (Revised March 1995.)
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