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      • October 16, 2019
      • Article

      Where ESG Fails

      By: Michael E. Porter, George Serafeim and Mark Kramer
      We are entering a new stage of understanding of the linkage between investment performance and social impact. Previous approaches, such as socially responsible investing and environmental, social, and governance (ESG) screening, have obscured the opportunities for... View Details
      Keywords: ESG; Sustainability; Environment; Social Impact; Impact Investing; ESG (Environmental, Social, Governance) Performance; ESG Reporting; Shared Value; Environmental Sustainability; Social Issues; Investment; Value; Strategy
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      Porter, Michael E., George Serafeim, and Mark Kramer. "Where ESG Fails." Institutional Investor (October 16, 2019).
      • October 14, 2019
      • Article

      A Guide to the Big Ideas and Debates in Corporate Governance

      By: Lynn S. Paine and Suraj Srinivasan
      How corporations govern themselves has become a matter of broad public interest in recent decades. Amid this many commentators and experts still disagree on such basic matters as the purpose of the corporation, the role of corporate boards of directors, the rights of... View Details
      Keywords: Corporate Governance; Mission and Purpose; Governing and Advisory Boards; Business and Shareholder Relations; Performance; Measurement and Metrics
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      Paine, Lynn S., and Suraj Srinivasan. "A Guide to the Big Ideas and Debates in Corporate Governance." Harvard Business Review (website) (October 14, 2019).
      • October 2019 (Revised February 2025)
      • Case

      A Conversation with Ellen J. Kullman, Chair & CEO of DuPont, 2009-2015

      By: Lynn S. Paine and Will Hurwitz
      Ellen J. Kullman, the retired Chairman and CEO of DuPont, describes how she guided the storied science and technology company through a contentious proxy battle with activist investor Trian Partners, which acquired DuPont shares in 2013 and sought to break up the... View Details
      Keywords: Agribusiness; Capital Structure; Corporate Accountability; Corporate Governance; Institutional Investing; Leadership; Leadership Style; Management; Transformation; Agriculture and Agribusiness Industry; Chemical Industry; United States
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      Paine, Lynn S., and Will Hurwitz. "A Conversation with Ellen J. Kullman, Chair & CEO of DuPont, 2009-2015." Harvard Business School Case 320-017, October 2019. (Revised February 2025.)
      • 2019
      • Working Paper

      Stewardship Codes and Shareholder Voting on Disputed Ballot Measures

      By: Trang T. Nguyen and Charles CY Wang
      This study examines the impact of stewardship codes on investor voting behavior in disputed ballot measures-- where ISS's recommendation differs from management's recommendation-- across nine countries. U.S. institutional investors' voting behavior in adopting country... View Details
      Keywords: Stewardship Codes; Investment; Voting; Behavior
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      Nguyen, Trang T., and Charles CY Wang. "Stewardship Codes and Shareholder Voting on Disputed Ballot Measures." Harvard Business School Working Paper, No. 20-035, September 2019.
      • 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
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      Bernstein, Ethan, and Daniela Beyersdorfer. "JTC: Stronger Together with Shared Ownership." Harvard Business School Case 420-008, September 2019.
      • September 2019 (Revised August 2021)
      • Case

      It's All About Family: Esas Group

      By: Christina R. Wing and Alpana Thapar
      This case describes how Ali Sabancı and his sister Emine Sabancı Kamışlı, shareholders of Esas Group, one of Turkey’s largest family-owned investment firms, worked to grow and professionalize the business. While their father Şevket Sabancı, played an instrumental role... View Details
      Keywords: Family Business; Governance; Growth and Development Strategy; Turkey
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      Wing, Christina R., and Alpana Thapar. "It's All About Family: Esas Group." Harvard Business School Case 620-010, September 2019. (Revised August 2021.)
      • August 2019 (Revised August 2022)
      • Case

      Baroo (A): Pet Concierge

      By: Thomas R. Eisenmann and Susie L. Ma
      Baroo CEO Lindsay Hyde was facing unrest from the board of her pet services startup in August 2017. One board member (and lead investor) was alarmed that Baroo’s growth was slowing while its appetite for funding was accelerating. Hyde wanted to hit the gas and continue... View Details
      Keywords: Entrepreneurship; Outcome or Result; Failure; Business and Shareholder Relations; Venture Capital; Governing and Advisory Boards; Opportunities; Strategy; Service Industry; United States; Massachusetts
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      Eisenmann, Thomas R., and Susie L. Ma. "Baroo (A): Pet Concierge." Harvard Business School Case 820-011, August 2019. (Revised August 2022.)
      • August 2019 (Revised April 2021)
      • Case

      Zillow Offers: Winning Online Real Estate 2.0

      By: Luis Viceira, Marco Di Maggio and Allison Ciechanover
      Founded in 2005, Zillow had become the leading online real estate and home-related marketplace. The brand was recognized as a trusted resource for players in the real estate market, providing information and transparency on home prices. Revenue, which was historically... View Details
      Keywords: Real Estate; Corporate Culture; Intermediation; Brokerage; Startup; Evaluating Business Investments; Property; Information Technology; Business Model; Expansion; Business Startups; Real Estate Industry; Media and Broadcasting Industry; United States
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      Viceira, Luis, Marco Di Maggio, and Allison Ciechanover. "Zillow Offers: Winning Online Real Estate 2.0." Harvard Business School Case 220-021, August 2019. (Revised April 2021.)
      • August 22, 2019
      • Article

      CEOs Say Their Aim Is Inclusive Prosperity. Do They Mean It?

      By: Lynn S. Paine
      Earlier this week, the Business Roundtable issued a statement on corporate purpose. It is noteworthy both for its endorsement of inclusive prosperity as an ideal and for its rejection of maximizing shareholder returns as the sole corporate objective. However, the real... View Details
      Keywords: Mission and Purpose; Goals and Objectives; Corporate Governance
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      Paine, Lynn S. "CEOs Say Their Aim Is Inclusive Prosperity. Do They Mean It?" Harvard Business Review (website) (August 22, 2019).
      • Article

      181 Top CEOs Have Realized Companies Need a Purpose Beyond Profit

      By: Claudine Gartenberg and George Serafeim
      On August 19, 2019, the Business Roundtable (BR) issued a memo entitled “Statement on the Purpose of a Corporation.” The Business Roundtable, one of the most preeminent business lobbies in the United States, includes 192 CEOs of leading U.S. companies from Apple to... View Details
      Keywords: Purpose; Corporate Purpose; Stakeholder Management; CEO; Mission and Purpose; Business and Stakeholder Relations; Strategy
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      Gartenberg, Claudine, and George Serafeim. "181 Top CEOs Have Realized Companies Need a Purpose Beyond Profit." Harvard Business Review (website) (August 20, 2019).
      • Editorial

      3 Ways Investors Can Pressure Companies to Take Sustainability Seriously

      By: Mindy Lubber and George Serafeim
      Keywords: Sustainability; Activism; ESG; Shareholder Activism; Investor Behavior; Climate Change; Environment; Diversity; Corporate Governance; Corporate Accountability
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      Lubber, Mindy, and George Serafeim. "3 Ways Investors Can Pressure Companies to Take Sustainability Seriously." Barron's (June 23, 2019).
      • May 2019
      • Teaching Note

      Tesla, Inc. in 2018

      By: Siko Sikochi and Suraj Srinivasan
      Teaching Note for HBS No. 119-013. The case facilitates a discussion about corporate governance and its role in achieving sustainable profitability and driving long-term shareholder value. The discussion can focus on such questions as what constitutes good governance,... View Details
      Keywords: Public Company; Corporate Governance; Governing and Advisory Boards; Cost vs Benefits
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      Sikochi, Siko, and Suraj Srinivasan. "Tesla, Inc. in 2018." Harvard Business School Teaching Note 119-101, May 2019.
      • May 17, 2019
      • Article

      Amazon's Priorities Over the Years, Based on Jeff Bezos's Letters to Shareholders

      By: Tricia Gregg and Boris Groysberg
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      Gregg, Tricia, and Boris Groysberg. "Amazon's Priorities Over the Years, Based on Jeff Bezos's Letters to Shareholders." Harvard Business Review (website) (May 17, 2019).
      • 16 May 2019
      • Panel Discussion

      Under Pressure: Directors in an Era of Shareholder Primacy

      By: Lynn S. Paine
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      Paine, Lynn S. "Under Pressure: Directors in an Era of Shareholder Primacy." Lazard Directors' Event, New York, NY, May 16, 2019.
      • 2021
      • Working Paper

      rTSR: Properties, Determinants, and Consequences of Benchmark Choice

      By: Paul Ma, Jee-Eun Shin and Charles C.Y. Wang
      We develop a measurement-error framework for assessing the quality of relative-performance metrics designed to filter out the systematic component of performance and analyze relative total shareholder return (rTSR)—the predominant metric market participants use to... View Details
      Keywords: Relative TSR; Relative Performance Evaluation; Systematic Risk; Board Of Directors; Compensation Consultants; Style Effects; Executive Compensation; Performance Evaluation; Corporate Governance
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      Ma, Paul, Jee-Eun Shin, and Charles C.Y. Wang. "rTSR: Properties, Determinants, and Consequences of Benchmark Choice." Harvard Business School Working Paper, No. 19-112, April 2019. (Revised May 2021.)
      • April 2019 (Revised December 2021)
      • Case

      Sears: The Demise of an American Icon

      By: Kristin Mugford and Sarah L. Abbott
      In 2019, ESL Investments’ $5.2 billion offer to purchase Sears Holdings out of Chapter 11 bankruptcy, was accepted, despite opposition from the company's unsecured creditors and other parties. ESL, which was led by Eddie Lampert, had acquired a stake in Sears following... View Details
      Keywords: Bankruptcy; Reorganization; Bonds; Restructuring; Business Divisions; Transformation; Fairness; Borrowing and Debt; Credit; Insolvency and Bankruptcy; Corporate Governance; Motivation and Incentives; Retail Industry; United States
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      Mugford, Kristin, and Sarah L. Abbott. "Sears: The Demise of an American Icon." Harvard Business School Case 219-106, April 2019. (Revised December 2021.)
      • 2019
      • Working Paper

      Rehabilitating Corporate Purpose

      By: Malcolm S. Salter
      In this paper, I address how the ascendance of the theory of shareholder value maximization into the central consciousness of public corporations and its canonization as the only legitimate expression of corporate purpose has contributed to both a widening breach... View Details
      Keywords: Capitalism; Justice; Corporate Purpose; Shareholder Value Maximization; Ethical Reciprocity; Economic Systems; Business Ventures; Mission and Purpose; Ethics; Corporate Social Responsibility and Impact
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      Salter, Malcolm S. "Rehabilitating Corporate Purpose." Harvard Business School Working Paper, No. 19-104, April 2019.
      • Article

      Short-Termism and Capital Flows

      By: Jesse M. Fried and Charles C.Y. Wang
      During 2007–2016, S&P 500 firms distributed to shareholders $7 trillion via buybacks and dividends, over 96% of their aggregate net income, prompting claims that "short-termism" is impairing firms' ability to invest and innovate. We show that, when taking into account... View Details
      Keywords: Short-termism; Quarterly Capitalism; Share Buybacks; Open Market Repurchases; Dividends; Equity Issuances; Seasoned Equity Offerings; Equity Compensastion; Acquisitions; Payout Policy; Capital Flows; Capital Distribution; Working Capital; Business and Shareholder Relations; Acquisition
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      Fried, Jesse M., and Charles C.Y. Wang. "Short-Termism and Capital Flows." Review of Corporate Finance Studies 8, no. 1 (March 2019): 207–233.
      • February 2019 (Revised November 2023)
      • Case

      Rent-a-Center/Vintage Capital

      By: Guhan Subramanian and Caeden Brynie
      Christopher Korst, General Counsel for Rent-A-Center (RAC), looked at the time. It was late in the evening on December 17, 2018, yet no notice of extension had come from Vintage Capital. In June, Vintage had agreed to buy RAC for $15 per share in cash, amounting to... View Details
      Keywords: Negotiation; Communication; Decision Making
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      Subramanian, Guhan, and Caeden Brynie. "Rent-a-Center/Vintage Capital." Harvard Business School Case 919-031, February 2019. (Revised November 2023.)
      • 2020
      • Working Paper

      Are ISS Recommendations Informative? Evidence from Assessments of Compensation Practices

      By: Ana Albuquerque, Mary Ellen Carter and Susanna Gallani
      Using detailed information from the largest proxy advisor in the U.S., Institutional Shareholder Services (ISS), we examine whether proxy advisors’ assessments of firms’ compensation practices are able to identify poor compensation practices as measured by subsequent... View Details
      Keywords: Proxy Advisors; CEO Compensation; Say-on-Pay; Institutional Shareholder Voting; Executive Compensation; Performance
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      Albuquerque, Ana, Mary Ellen Carter, and Susanna Gallani. "Are ISS Recommendations Informative? Evidence from Assessments of Compensation Practices." Harvard Business School Working Paper, No. 19-085, February 2019. (Revised March 2020.)
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