Publications

04 Oct 2022
Cold Call Podcast

Cold Call: Corporate Governance and Growth Strategy at Capital SAFI

Keywords: Re: V.G. Narayanan; Financial Services

March 2024 (Revised May 2025)
Case

Governing OpenAI (A)

By: Lynn S. Paine, Suraj Srinivasan and Will Hurwitz

In late November 2023, OpenAI’s new board of directors took stock of the situation. The company, which sought to develop artificial general intelligence (AGI)—computer systems with capabilities exceeding human abilities—was looking to regain its footing after a chaotic... View Details

November 2011
Article

Corporate Governance When Founders Are Directors

By: Feng Li and Suraj Srinivasan

We examine CEO compensation, CEO retention policies, and M&A decisions in firms where founders serve as a director with a non-founder CEO (founder-director firms). We find that founder-director firms offer a different mix of incentives to their CEOs than other firms.... View Details

Keywords: Corporate Governance; Executive Compensation; Retention; Policy; Motivation and Incentives; Performance; Governing and Advisory Boards; Mergers and Acquisitions; Wages; United States

SSRN

September 2013
Case

United Rentals (A)

By: Jay W. Lorsch, Kathleen Durante and Emily McTague

In December 1997 United Rentals (URI) went public on the NYSE. Ten years later, during the peak of the economic meltdown, the company's performance was in decline. United Rentals had experienced its share of problems in the prior years and was still struggling to... View Details

Keywords: Board Of Directors; Board Dynamics; Accounting Fraud; Governance; Board Committees; Merger; Corporate Governance; Construction Industry; United States

March 2013
Supplement

HOYA Corporation (A)

By: W. Carl Kester

Keywords: Mergers and Acquisitions; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Negotiation Tactics; Business and Shareholder Relations; Valuation; Japan

November 2011
Article

The Role of the Board in Accelerating the Adoption of Integrated Reporting

By: Robert G. Eccles and George Serafeim

This report examines the concept of integrated reporting and its current state of adoption around the globe. It also discusses the benefits to both companies and society and recommends ways boards can help their organizations accelerate the implementation of integrated... View Details

Keywords: Cost vs Benefits; Governing and Advisory Boards; Corporate Social Responsibility and Impact; Integrated Corporate Reporting; Social Issues; Global Range; Adoption

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2010
Working Paper

Corporate Governance When Founders Are Directors

By: Feng Li and Suraj Srinivasan

We examine CEO compensation, CEO retention policies, and M&A decisions in firms where founders serve as a director with a non-founder CEO (founder-director firms). We find that founder-director firms offer a different mix of incentives to their CEOs than other firms.... View Details

Keywords: Business Startups; Governing and Advisory Boards; Executive Compensation; Retention; Managerial Roles; United States

SSRN

January 2015
Article

Are Incentives Without Expertise Sufficient? Evidence from Fortune 500 Firms

By: Emilie R. Feldman and Cynthia A. Montgomery

Agency theory predicts that incentives will align agents' interests with those of principals. However, the resource-based view suggests that to be effective, the incentive to deliver must be paired with the ability to deliver. Using Fortune 500 boards as an... View Details

Keywords: Board Of Directors; Corporate Governance; Incentives; Expertise; Motivation and Incentives; Governing and Advisory Boards; Experience and Expertise; Agency Theory

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15 Sep 2015
Working Paper Summaries

Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality

Keywords: by Robert G. Eccles & Tim Youmans

17 Aug 2006
Working Paper Summaries

Corporate Governance and Networks: Bankers in the Corporate Networks of Brazil, Mexico, and the United States circa 1910

Keywords: by Aldo Musacchio

26 Nov 2001
Op-Ed

Why Corporate Budgeting Needs To Be Fixed

Corporate budgeting is a joke, and everyone knows it. It consumes a huge amount of executives' time, forcing them into endless rounds of dull meetings and tense negotiations. It encourages managers to lie and cheat, lowballing targets and... View Details

Keywords: by Michael C. Jensen

Article

The Error at the Heart of Corporate Leadership

By: Joseph L. Bower and Lynn S. Paine

Agency theory, a new model of governance promulgated by academic economists in the 1970s, is behind the idea that corporate managers should make shareholder value their primary concern and that boards should ensure they do. The theory regards shareholders as owners of... View Details

Keywords: Agency Theory; Business and Shareholder Relations; Leadership; Corporate Governance

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18 Jul 2005
Research & Ideas

Time to Rethink the Corporate Tax System?

ultimately harm shareholders, and the role boards of directors play in making sure their companies stay within the rules. Ann Cullen: How has the way corporations view taxation changed? Mihir A. Desai: There... View Details

Keywords: by Ann Cullen

June 2008 (Revised July 2008)
Case

How Serial Entrepreneurs Build and Manage a Board of Directors in a Venture-Backed Start Up

By: Michael J. Roberts, William A. Sahlman and Sasha Novakovich

This case includes structured interviews with four serial entrepreneurs about the way in which they built and used their boards in each of their companies and what they have learned through that process. These entrepreneurs were asked similar questions, such as "How do... View Details

Keywords: Business Startups; Entrepreneurship; Corporate Governance; Governing and Advisory Boards

Research Summary

Understanding the Drivers and Limits of Corporate Growth

By: Gary P. Pisano

Perhaps no issues garners more attention of senior executives and Boards of Directors than growth. Yet, the underlying factors shaping and limiting corporate growth are poorly understood. Empirically, we know that some corporations grow much faster than... View Details

September 1997
Case

Siam Cement Group, The: Corporate Philosophy (C)

By: Lynn S. Paine and Prompilai Khunaphante

In November 1996, the board of directors of Thailand's Siam Cement Group approves a policy spelling out the extent to which code of ethics shall be applied in joint venture and contractor relationships. View Details

Keywords: Joint Ventures; Policy; Ethics; Cross-Cultural and Cross-Border Issues; Governing and Advisory Boards; Construction Industry; Thailand

April 2020
Case

The Board's Role in Refocusing Bahrain Development Bank

By: Paul M. Healy and Alpana Thapar

In March 2016, Bahrain Development Bank’s (BDB) existing board term came to an end and Khalid Al Rumaihi was appointed the new chairman. Determining a need for change, he immediately overhauled the board and replaced BDB’s long-standing CEO. The new board quickly... View Details

Keywords: Board Of Directors; Governing and Advisory Boards; Organizational Change and Adaptation; Change Management; Banking Industry; Bahrain

April 2022
Case

Marsha Simms: Trailblazer in Corporate Law

By: Robin Ely, Boris Groysberg, Colleen Ammerman and Olivia Hull

Follows the journey of lawyer Marsha Simms from her childhood in racially-segregated St. Louis to the upper echelons of the New York legal community. Describes her education, career choices, accomplishments, and setbacks. Highlights significant moments such as her... View Details