Publications

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October 2009 (Revised November 2009)
Case

Acciona and the Battle for Control of Endesa

Acciona, S.A. is a global infrastructure and renewable energy conglomerate that is publicly traded in Spain and controlled by the Entrecanales family. In 2006, the company joined the highly politicized cross-border takeover battle for Spain's largest electric utility,... View Details

Keywords: Mergers and Acquisitions; Business Conglomerates; Renewable Energy; Cross-Cultural and Cross-Border Issues; Ownership Stake; Business and Government Relations; Business Strategy; Energy Industry; Utilities Industry; Spain

March 1988 (Revised July 1990)
Case

Walt Disney Productions: Greenmail

Considers a firm whose investment strategies have essentially run out. Walt Disney's original visions and goals have all been fulfilled and after his death no new ones are forthcoming. Disney faces repeated takeover attacks and is forced to either set new corporate... View Details

Keywords: Corporate Strategy; Crisis Management; Acquisition; Financial Strategy; Entertainment and Recreation Industry; United States

February 2000 (Revised April 2004)
Case

Butler Capital Partners and Autodistribution: Putting Private Equity to Work in France

Describes a proposed buyout transaction of Autodistribution, an entrepreneurial firm that is the leading car-parts distributor in France. The deal became feasible because of a failed takeover battle for Autodistribution's parent company. Private equity investor Butler... View Details

Keywords: Private Equity; Leveraged Buyouts; Valuation; Executive Compensation; Entrepreneurship; Distribution Industry; Auto Industry; France

Research Summary

Survivorship and the Economic Grim Reaper

Robert E. Kennedy and George P. Baker III are studying the long-term equity market performance of firms that are no longer public entities. Firms are delisted for a variety of reasons, including liquidation, merger, and leveraged buyout. Although the short-term... View Details

August 2008
Case

Thoma Bravo - Citect Corporation Take-Private

In 2006, Citect Corporation, a publicly traded Australian software company, was the target of a takeover battle between a financial sponsor and a strategic buyer. Thoma Bravo, the U.S.-based private equity firm, had to decide on its acquisition strategy in the face of... View Details

Keywords: Mergers and Acquisitions; Private Equity; Investment; Negotiation Deal; Privatization; Valuation; Australia

October 2011
Article

Concentrating on Governance

By: Dalida Kadyrzhanova and Matthew Rhodes-Kropf

This paper develops a novel trade-off view of corporate governance. Using a simple model that integrates agency costs and bargaining benefits of management friendly provisions, we identify the economic determinants of the resulting trade-offs for shareholder value.... View Details

Keywords: Market Participation; Corporate Governance; Business and Shareholder Relations

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November 2015 (Revised March 2018)
Case

Air Products' Pursuit of Airgas (A)

By: Charles C.Y. Wang, Paul M. Healy, Penelope Rossano and Kyle Thomas

This case centers around the Air Products' hostile takeover attempt of Airgas in 2010. Air Products argued that its offer of a 38% premium is generous given Airgas' poor performance, which Air Products attributed to underperforming and entrenched managers at Airgas. On... View Details

Keywords: Acquisition; Business and Shareholder Relations; Industrial Products Industry; Energy Industry; Chemical Industry

June 1996 (Revised July 1997)
Case

Hostile Bid for Red October, The

By: Benjamin C. Esty and Alan Bigman

Manatep Bank, a Russian investment bank, has just announced the country's first hostile tender offer for Red October, a confectionery company located in Moscow. As the chief financial officer of the target company, Yuri Yegorov must decide how to respond, how much his... View Details

Keywords: Capital Markets; Cash; Governance Controls; Financial Condition; Investment Banking; Financial Markets; Trade; Valuation; Financial Management; Food and Beverage Industry; Moscow

April–May 2021
Article

Labor Mobility and Antitakeover Provisions

By: Aiyesha Dey and Joshua White

How do firms protect their human capital? We test whether firms facing an increased threat of being acquired strengthen their antitakeover provisions (ATPs) in order to bond with their employees. We use the adoption of the Inevitable Disclosure Doctrine (IDD) by U.S.... View Details

Keywords: Labor Mobility; Antitakeover Provisions; Trade Secrets; Implicit Contracting; Employee Bonding; Corporate Governance; Acquisition; Human Capital; Strategy; Innovation and Invention; Intellectual Property; Safety

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December 1997
Case

American Cyanamid (A) & (B) (Combined)

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest merger-and-acquistion transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had... View Details

Keywords: Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Conflict and Resolution; Pharmaceutical Industry

February 2006 (Revised November 2012)
Case

Corporate Responsibility & Community Engagement at the Tintaya Copper Mine (A)

By: V. Kasturi Rangan, Brooke Barton and Ezequiel Reficco

Located in the highlands of Peru, the Tintaya copper mine has long been a source of intense conflict between local community members and mine operators. The mine, which was owned and managed first by the Peruvian state and later by BHP Billiton, stands on 2,300... View Details

Keywords: Developing Countries and Economies; Multinational Firms and Management; Agreements and Arrangements; Corporate Social Responsibility and Impact; Business and Community Relations; Non-Governmental Organizations; Conflict Management; Mining Industry; Australia; Peru

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge... View Details

August 2015 (Revised September 2015)
Case

Shareholder Activists and Corporate Strategy

By: David Collis and Ashley Hartman

By 2015, there had been an upsurge in activist shareholders arguing for radical changes in companies' corporate strategies. Personalities like Carl Icahn, Bill Ackman, and Daniel Loeb were feared and loathed in some quarters, celebrated in others. With nearly $120... View Details

Keywords: Scope; Activist Investors; Spin-offs; Synergy; Diversification; Consolidation; Hedge Fund; Corporate Strategy

April 1998 (Revised May 2001)
Supplement

Acquisition of Consolidated Rail Corporation (B), The

By: Benjamin C. Esty, Lori A. Flees and Mathew M Millett

Eight days after CSX announced it was going to buy Consolidated Rail (Conrail) for $88.65 per share, Norfolk Southern made a hostile $100 per share bid for Conrail. Over the next several months, the potential acquirers upped their bids while exchanging criticism in the... View Details

Keywords: Law; Valuation; Rail Transportation; Bids and Bidding; Governance Controls; Mergers and Acquisitions; Business Strategy; Corporate Finance; Rail Industry; United States

16 Mar 2010
First Look

First Look: March 16

takeovers and/or liberation. Capitalist evolution requires the continuing transformation of its three levels of governance. Denial: Why Business Leaders Fail to Look Facts in the Face—and What to Do About It Author:Richard S. Tedlow... View Details

Keywords: Martha Lagace

Guhan Subramanian

Guhan Subramanian is the Joseph Flom Professor of Law and Business at the Harvard Law School and the Douglas Weaver Professor of Business Law at the Harvard Business School. He is the first person in the history of Harvard University to hold... View Details

August 2022
Case

One Tiger Per Mountain: The He Family Office

By: Lauren Cohen, Fei Wu and Grace Headinger

Roy He, founder and majority shareholder of his family construction material production company, was preparing to pass down the family business through its first generational handover to his children. His decision would establish his familial legacy and set a precedent... View Details

Keywords: Governance Structure; Family Business; Family Ownership; Strategic Planning; Family and Family Relationships; Leadership; Construction Industry; Canton (city, China); Canton (province, China); China