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    • All HBS Web  (1,134)
      • Faculty Publications  (226)

      Corporate LawRemove Corporate Law →

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      • October 2006 (Revised January 2008)
      • Case

      Allianz AG: Becoming a European Company

      By: Jay W. Lorsch and Alexis Chernak
      Focuses on the decision made by leadership at Allianz AG, the German insurance and financial services company, to complete a cross-border merger with the Italian insurance and financial services company, RAS. Allianz, however, could not complete the cross-border merger... View Details
      Keywords: Mergers and Acquisitions; Business Organization; Decision Choices and Conditions; Cross-Cultural and Cross-Border Issues; Governing and Advisory Boards; Laws and Statutes; European Union; Germany; Italy
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      Lorsch, Jay W., and Alexis Chernak. "Allianz AG: Becoming a European Company." Harvard Business School Case 407-049, October 2006. (Revised January 2008.)
      • August 2006 (Revised September 2008)
      • Case

      Duane Morris: Balancing Growth and Culture at a Law Firm

      By: Boris Groysberg and Robin Abrahams
      After nearly 100 years as a mid-size regional law firm, Duane Morris entered a period of spectacular growth led by CEO Sheldon Bonovitz. Originally founded by Quakers, the firm had a distinct organizational culture featuring a number of unique or unusual business... View Details
      Keywords: Mergers and Acquisitions; Growth and Development Strategy; Management Practices and Processes; Organizational Culture; Competitive Advantage; San Francisco
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      Groysberg, Boris, and Robin Abrahams. "Duane Morris: Balancing Growth and Culture at a Law Firm." Harvard Business School Case 407-025, August 2006. (Revised September 2008.)
      • spring 2006
      • Article

      All's Fair in Love, War, & Bankruptcy: Corporate Governance Implications of CEO Turnover in Financial Distress

      By: Ethan S. Bernstein
      Prior discussions of management turnover during financial distress have examined bankrupt and non-bankrupt firms as distinct groupings with little overlap. Separately investigating rates of turnover in-bankruptcy and out-of-bankruptcy, without a direct comparison... View Details
      Keywords: CEO Turnover; Bankruptcy; Restructuring; Shadow Of Bankruptcy; Borrowing and Debt; Credit; Financing and Loans; Corporate Governance; Finance; Theory; Markets; United States
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      Bernstein, Ethan S. "All's Fair in Love, War, & Bankruptcy: Corporate Governance Implications of CEO Turnover in Financial Distress." Stanford Journal of Law, Business & Finance 11, no. 2 (spring 2006): 299–325.
      • spring 2006
      • Article

      All's Fair in Love, War & Bankruptcy?: Corporate Governance Implications of CEO Turnover in Financial Distress

      By: Ethan S Bernstein
      Prior discussions of management turnover during financial distress have examined bankrupt and non-bankrupt firms as distinct groupings with little overlap. Separately investigating rates of turnover in-bankruptcy and out-of-bankruptcy, without a direct comparison... View Details
      Keywords: Management Succession; Insolvency and Bankruptcy; Corporate Governance
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      Bernstein, Ethan S. "All's Fair in Love, War & Bankruptcy?: Corporate Governance Implications of CEO Turnover in Financial Distress." Stanford Journal of Law, Business & Finance 11, no. 2 (spring 2006): 228–325.
      • February 2006 (Revised October 2006)
      • Case

      Veridian: Putting a Value on Values

      By: Rakesh Khurana, Joel Podolny and Jaan Margus Elias
      David Langstaff, the CEO of Veridian, a defense company, struggles with the decision of selling the company. Langstaff has concerned himself with inculcalating his organization with the values necessary for superior achievement over the long term. But as a fiduciary,... View Details
      Keywords: Cash; Corporate Governance; Financial Markets; Law; Leadership; Patents; Values and Beliefs; Service Industry; Aerospace Industry
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      Khurana, Rakesh, Joel Podolny, and Jaan Margus Elias. "Veridian: Putting a Value on Values." Harvard Business School Case 406-028, February 2006. (Revised October 2006.)
      • February 2006 (Revised August 2006)
      • Case

      Investment Banking at Thomas Weisel Partners

      By: Malcolm P. Baker and Lauren Barley
      Thomas Weisel Partners (TWP), a San Francisco-based bank focusing on emerging growth companies, is considering its strategy in the context of regulatory, competitive, and legal changes. Blake Jorgensen, the chief operating officer and co-director of investment banking,... View Details
      Keywords: Strategy; Business or Company Management; Conflict of Interests; Change Management; Investment Banking; Financing and Loans; Laws and Statutes; Financial Strategy; Corporate Finance; Banking Industry; San Francisco
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      Baker, Malcolm P., and Lauren Barley. "Investment Banking at Thomas Weisel Partners." Harvard Business School Case 206-091, February 2006. (Revised August 2006.)
      • November 2005 (Revised February 2006)
      • Case

      Oracle vs. PeopleSoft (A)

      By: Lynn S. Paine, Guhan Subramanian and David Millstone
      Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the... View Details
      Keywords: Takeover; Fiduciary Duty; Mergers and Acquisitions; Applications and Software; Ethics; Law; Governing and Advisory Boards; Customer Focus and Relationships; Competition; Strategy; Information Technology Industry; United States
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      Paine, Lynn S., Guhan Subramanian, and David Millstone. "Oracle vs. PeopleSoft (A)." Harvard Business School Case 306-058, November 2005. (Revised February 2006.)
      • November 2005 (Revised July 2009)
      • Case

      Cutter & Buck (A)

      By: William A. Sahlman and Victoria Winston
      Only three short months into her new position as CEO of publicly traded golf apparel manufacturer Cutter & Buck, Fran Conley discovers accounting irregularities that call into question the reliability of this company's financial statements. Working closely with her... View Details
      Keywords: Financial Statements; Crime and Corruption; Corporate Disclosure; Governing and Advisory Boards; Lawsuits and Litigation; Organizational Change and Adaptation; Going Public
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      Sahlman, William A., and Victoria Winston. "Cutter & Buck (A)." Harvard Business School Case 806-028, November 2005. (Revised July 2009.)
      • November 2005 (Revised February 2007)
      • Case

      Governing Sumida Corporation

      By: Lynn S. Paine, Masako Egawa, Chisato Toyama and Kim Bettcher
      Describes the corporate governance changes adopted by Japan's Sumida Corp. between 1999 and 2005, setting them in the context of changes in Japan's commercial code during this period. Sumida was the first Japanese company to adopt a new U.S.-inspired "committee system"... View Details
      Keywords: Governing and Advisory Boards; Corporate Governance; Change Management; Business or Company Management; Management Teams; Law; Japan
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      Paine, Lynn S., Masako Egawa, Chisato Toyama, and Kim Bettcher. "Governing Sumida Corporation." Harvard Business School Case 306-022, November 2005. (Revised February 2007.)
      • July 2005
      • Teaching Note

      Multinational Corporations in Apartheid-Era South Africa: The Issue of Reparations (TN)

      By: Geoffrey G. Jones
      Teaching Note to (9-804-027). View Details
      Keywords: Lawsuits and Litigation; Globalized Firms and Management; South Africa
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      Jones, Geoffrey G. "Multinational Corporations in Apartheid-Era South Africa: The Issue of Reparations (TN)." Harvard Business School Teaching Note 806-034, July 2005.
      • July 2005 (Revised August 2008)
      • Background Note

      Attorney-Client Privilege

      By: Lynn S. Paine and Christopher Bruner
      Provides a brief summary of the requirements of the attorney-client privilege--an important mechanism for protecting client confidences under U.S. law. Discusses the application of the privilege in a corporate context. View Details
      Keywords: Business Ventures; Interpersonal Communication; Crime and Corruption; Law; Attorney and Client Relationships
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      Paine, Lynn S., and Christopher Bruner. "Attorney-Client Privilege." Harvard Business School Background Note 306-013, July 2005. (Revised August 2008.)
      • July 2005
      • Background Note

      Guth v. Loft: Synopsis

      By: Lynn S. Paine and Christopher Bruner
      Provides a brief overview of the Supreme Court of Delaware's opinion in the 1939 case of Guth v. Loft, a widely cited application of the "corporate opportunity doctrine." Explores the corporate law principles regulating when a corporate manager can or cannot take... View Details
      Keywords: Courts and Trials; Lawfulness; Management; Opportunities
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      Paine, Lynn S., and Christopher Bruner. "Guth v. Loft: Synopsis." Harvard Business School Background Note 306-015, July 2005.
      • February 2005 (Revised March 2006)
      • Case

      PCAOB, The (A)

      By: Lynn S. Paine and Kim Bettcher
      Members of the Public Co. Accounting Oversight Board--a private-sector, nonprofit body created by the Sarbanes-Oxley Act of 2002--must determine the form and content of a new auditing standard on internal control that will fulfill the requirements of Section 404 of the... View Details
      Keywords: Law; Financial Reporting; Corporate Governance; Standards; Government Administration; Accounting Audits
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      Paine, Lynn S., and Kim Bettcher. "PCAOB, The (A)." Harvard Business School Case 305-025, February 2005. (Revised March 2006.)
      • January 2005
      • Case

      Czech Mate: CME and Vladimir Zelezny (E) - CME Returns

      By: Mihir A. Desai and Kathleen Luchs
      Supplements the (A) case. View Details
      Keywords: Financial Institutions; Ownership Stake; Developing Countries and Economies; Corporate Governance; Fairness; Rights
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      Desai, Mihir A., and Kathleen Luchs. "Czech Mate: CME and Vladimir Zelezny (E) - CME Returns." Harvard Business School Case 205-069, January 2005.
      • January 2005
      • Case

      Managing Failure: American Bankruptcy Law at a Crossroads

      By: David A. Moss, Mary Oey and Jonathan Lackow
      Introduces the core principles and challenges of bankruptcy law (both individual and corporate) against the backdrop of the early 1970s, when the U.S. bankruptcy system appeared to be failing. With personal bankruptcy filings at record levels and successful corporate... View Details
      Keywords: Change; Insolvency and Bankruptcy; Policy; Government Legislation; United States
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      Moss, David A., Mary Oey, and Jonathan Lackow. "Managing Failure: American Bankruptcy Law at a Crossroads." Harvard Business School Case 705-024, January 2005.
      • November 2004 (Revised January 2006)
      • Case

      Martha Stewart (A)

      By: Lynn S. Paine and Christopher Bruner
      Explores Martha Stewart's December 2001 sale of ImClone Systems common stock, the ensuing federal investigations into possible insider trading, and Stewart's criminal prosecution and sentencing. Discusses the impact of publicity on Stewart's company, Martha Stewart... View Details
      Keywords: Capital Markets; Corporate Governance; Financial Markets; Management Teams; Law; Government and Politics
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      Paine, Lynn S., and Christopher Bruner. "Martha Stewart (A)." Harvard Business School Case 305-034, November 2004. (Revised January 2006.)
      • October 2004 (Revised October 2013)
      • Case

      In Search of Global Regulation

      By: Geoffrey Jones, Mona Rahmani and Alexis Gendron
      The history of the international regulation of global capitalism is surveyed, addressing the challenges facing firms confronting international, national, and regional regulation. Follows the history of global regulation after 1914, from the League of Nations'... View Details
      Keywords: History; Multinational Firms and Management; International Relations; Laws and Statutes; Corporate Governance; Business and Government Relations
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      Jones, Geoffrey, Mona Rahmani, and Alexis Gendron. "In Search of Global Regulation." Harvard Business School Case 805-025, October 2004. (Revised October 2013.)
      • September 2004 (Revised April 2005)
      • Background Note

      Note on Individual and Corporate Liability

      By: Lynn S. Paine
      Answers some of the most common questions managers ask about potential corporate and individual liability for corporate misconduct under U.S. law. Describes a few general principles of liability that managers should be aware of. A rewritten version of an earlier note. View Details
      Keywords: Corporate Accountability; Legal Liability
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      Paine, Lynn S. "Note on Individual and Corporate Liability." Harvard Business School Background Note 305-049, September 2004. (Revised April 2005.)
      • Article

      Little Patents and Big Secrets: Managing Intellectual Property

      By: James J. Anton and Dennis A. Yao
      Exploitation of an innovation commonly requires some disclosure of enabling knowledge (e.g., to obtain a patent or induce complementary investment). When property rights offer only limited protection, the value of the disclosure is offset by the increased threat of... View Details
      Keywords: Patents; Management; Innovation and Invention; Knowledge; Rights; Value; Information; Corporate Disclosure
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      Anton, James J., and Dennis A. Yao. "Little Patents and Big Secrets: Managing Intellectual Property." RAND Journal of Economics 35, no. 1 (Spring 2004): 1–22. (Harvard users click here for full text.)
      • March 2004 (Revised July 2004)
      • Case

      Sarbanes-Oxley Act, The

      By: Lynn S. Paine and James Weber
      Describes the evolution and passage of the Sarbanes-Oxley Act of 2002 from the perspective of the senior counsel on capital markets for the U.S. House Committee on Financial Services. View Details
      Keywords: Government Legislation; Corporate Accountability; Governance Controls; Capital Markets; Financial Reporting; Laws and Statutes; United States
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      Paine, Lynn S., and James Weber. "Sarbanes-Oxley Act, The." Harvard Business School Case 304-079, March 2004. (Revised July 2004.)
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