Corporate Governance - Publications - Faculty & Research - Harvard Business School

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2020
Working Paper

How ESG Issues Become Financially Material to Corporations and Their Investors

By: George Serafeim

Management and disclosure of environmental, social and governance (ESG) issues have received substantial interest over the last decade. In this paper, we outline a framework of how ESG issues become financially material, affecting corporate profitability and valuation.... View Details

2019
Chapter

The Consequences of Mandatory Corporate Sustainability Reporting

By: Ioannis Ioannou and George Serafeim

A key aspect of the governance process inside organizations and markets is the measurement and disclosure of important metrics and information. In this chapter, we examine the effect of sustainability disclosure regulations on firms’ disclosure practices and... View Details

2021
Working Paper

Shareholder Activism and Firms' Voluntary Disclosure of Climate Change Risks

By: Caroline Flammer, Michael W. Toffel and Kala Viswanathan

This paper examines whether—in the absence of mandated disclosure requirements—shareholder activism can elicit greater disclosure of firms’ exposure to climate change risks. We find that environmental shareholder activism increases the voluntary disclosure of climate... View Details

Keywords: Shareholder Activism; Climate Risk; Corporate Accountability; Climate Change; Corporate Disclosure; Corporate Governance; Corporate Social Responsibility and Impact; Business and Shareholder Relations; Risk and Uncertainty; Natural Environment; Environmental Sustainability; Financial Services Industry; United States

October 2019 (Revised January 2020)
Case

Fixing Facebook: Fake News, Privacy, and Platform Governance

By: David Yoffie and Daniel Fisher

Mark Zuckerberg founded Facebook based on the idea that connecting people was a fundamentally good thing—and a way to turn a handsome profit. But from the beginning, Facebook received criticism both for how it handled user privacy and how it curated user-generated... View Details

Keywords: Platform; Governance; Privacy; Internet and the Web; Corporate Governance; Ethics; Business and Government Relations; Strategy; Digital Platforms; Web Services Industry

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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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

August 2019
Case

Preserving Trust at Care.com (A)

By: Krishna G. Palepu and Julia Kelley

Care.com was an online platform designed to match caregivers with individuals seeking care for themselves, others, and pets, through job postings, caregiver profiles, and directories of local day care centers. In March 2019, the Wall Street Journal had just published a... View Details

Keywords: Business Strategy; Corporate Governance; Digital Platforms; Market Design; Emerging Markets; Trust; Technology Industry; United States

August 2019 (Revised October 2019)
Supplement

Preserving Trust at Care.com (B)

By: Krishna G. Palepu and Julia Kelley

The (B) case describes the company’s response and subsequent developments. View Details

Keywords: Business Strategy; Corporate Governance; Digital Platforms; Market Design; Emerging Markets; Trust; Technology Industry; United States

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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July 2019
Article

Market Reaction to Mandatory Nonfinancial Disclosure

By: Jody Grewal, Edward J. Riedl and George Serafeim

We examine the equity market reaction to events associated with the passage of a directive in the European Union (EU) mandating increased nonfinancial disclosure. These disclosures relate to firms’ environmental, social, and governance (ESG) performance and would be... View Details

Keywords: Nonfinancial Information; Nonfinancial Performance; ESG; ESG (Environmental, Social, Governance) Performance; Investor Behavior; Disclosure; Disclosure Regulation; Regulation; Sustainability; Corporate Performance; Information; Corporate Disclosure; Governing Rules, Regulations, and Reforms; Performance; Environmental Sustainability; Corporate Governance; Outcome or Result

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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

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

2019
Working Paper

Bank Boards: What Has Changed Since the Financial Crisis?

By: Shiva Rajgopal, Suraj Srinivasan and Forester Wong

Several government-mandated committees investigating the financial crisis highlighted four key deficiencies in the composition of bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii)... View Details

Keywords: Banks and Banking; Governing and Advisory Boards; Corporate Governance; Financial Crisis; Change; Diversity

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

Article

Four Things No One Will Tell You About ESG Data

By: Sakis Kotsantonis and George Serafeim

As the ESG finance field and the use of ESG data in investment decision-making continue to grow, the authors seek to shed light on several important aspects of ESG measurement and data. This article is intended to provide a useful guide for the rapidly rising number of... View Details

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March 2019 (Revised June 2019)
Case

Global Sourcing at Nike

By: Nien-hê Hsieh, Michael W. Toffel and Olivia Hull

This case explores the evolution of Nike’s global product sourcing strategy, in particular ongoing efforts to improve working conditions at its suppliers’ factories. When the case opens in July 2018, Vice President of Sourcing Amanda Tucker and her colleagues in Nike’s... View Details

February 2019
Article

Does It Matter If Your Health Insurer Is For Profit? Effects of Ownership on Premiums, Insurance Coverage, and Medical Spending

By: Leemore S. Dafny

There is limited empirical evidence about the impact of for-profit health insurers on various outcomes. I study the effects of conversions to for-profit status by Blue Cross Blue Shield (BCBS) affiliates in 11 states, spanning 28 geographic markets. I find both the... View Details

Keywords: Health Insurance; Medical Loss Ratio; Blue Cross; Corporate Governance; Health; Insurance; For-Profit Firms; Insurance Industry; United States

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December 2018 (Revised May 2019)
Case

Bord Bia: Strategically Growing Irish Exports

By: Jose B. Alvarez, Forest L. Reinhardt and Emer Moloney

Agriculture was Ireland’s largest indigenous industry. Its agri-food sector was export driven, with almost 90% of production exported. Bord Bia was the Irish government agency charged with the promotion, trade development, and marketing of the Irish food, drink, and... View Details

December 2018
Case

Corporate Transformation at Merck KGaA, Darmstadt, Germany

By: Joseph B. Fuller, Amy C. Edmondson, Daniela Beyersdorfer and Tonia Labruyere

When Stefan Oschmann became CEO and chairman of the executive board of Merck KGaA, Darmstadt, Germany, in 2016, the company had started its transformation from a mid-tier traditional German industry player to a global modern science and technology player. The... View Details

Keywords: Corporate Governance With Family Ownership; Transformation; Change Management; Restructuring; Corporate Governance; Family Ownership

November 2018
Case

Governance Transition at Anadolu Group

By: Paul M. Healy and Esel Y. Cekin

Kamil Yazici and Izzet Ozilhan founded and built Anadolu Group Holding—a family business that grew into a multi-billion-dollar regional powerhouse. For 57 years they were equal partners in running the company. They then handed over a leadership role to a next... View Details

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