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February 2020 (Revised June 2020)
Case

Shaping the Governance Debate at ISS

By: Suraj Srinivasan, Jonah S. Goldberg and Calvin O. Liou

ISS is the world’s largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of... View Details

Keywords: Proxy Advisory Services; Corporate Governance; Research; Investment; Governing Rules, Regulations, and Reforms; Business and Shareholder Relations; Institutional Investing

December 2024
Article

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Austin Starkweather and Joshua White

We study how Institutional Shareholder Services (ISS) affect firms’ engagement with shareholders. Our analyses exploit a quasi-natural experiment using say-on-pay voting outcomes near a threshold that triggers ISS to review engagement activities. Firms receiving ISS... View Details

Keywords: Business and Shareholder Relations; Governing and Advisory Boards; Policy; Voting

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July 2010
Supplement

Post-Crisis Compensation at Credit Suisse (C)

By: Clayton S. Rose and Aldo Sesia

The (C) case describes the results of Credit Suisse's PIP I program, the value of PAF, shareholders' vote on the new compensation plan supported by management, and the impact of the company's approach to the U.K. banker's tax. View Details

Keywords: Voting; Taxation; Compensation and Benefits; Business and Shareholder Relations; Banking Industry; Financial Services Industry; Switzerland; United Kingdom

January 2017
Supplement

T. Rowe Price and the Dell Inc. MBO (B)

By: Lena G. Goldberg

After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders... View Details

Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware

March 2023 (Revised September 2023)
Case

Patagonia: 'Earth Is Now Our Only Shareholder'

By: Brian Trelstad, Nien-hê Hsieh, Michael Norris and Susan Pinckney

In September 2022, Yvon Chouinard, the iconoclastic founder of outdoor apparel company Patagonia, announced a new ownership model for his company. Chouinard and his family had held complete control of the company's voting and non-voting stock since its founding 50... View Details

March 2012 (Revised September 2014)
Case

Clarks at a Crossroads (A)

By: John A. Davis and Suzanne Stroh

Clarks at a Crossroads (A) describes how this venerable British shoe company falls behind its competition and into financial trouble. The case ends with a pivotal vote by shareholders on whether to sell this family company. View Details

04 Feb 2020
Video

Sir Fazle Hasan Abed

Sir Fazle Hasan Abed, founder of Bangladesh-based BRAC, the world’s largest NGO, describes how he was approached by politicians asking him to influence the votes of his employees, and how he refused to do... View Details

Will a Five-Minute Discussion Change Your Mind? A Countrywide Experiment on Voter Choice in France

This paper provides the first estimate of the effect of door-to-door canvassing on actual electoral outcomes, via a countrywide experiment embedded in Francois Hollande’s campaign in the 2012 French presidential election. While existing experiments randomized... View Details

June 2009
Supplement

Executive Remuneration at Royal Dutch Shell (B)

By: Jay W. Lorsch and Kaitlyn Simpson

At the 2009 Shell annual meeting, the majority of shareholders vote against the exclusive pay package. The B case compares the remuneration committee perspective (and their rationale for using discretion to award the bonuses) as well as the shareholder perspective (and... View Details

Keywords: Voting; Corporate Governance; Governance Controls; Executive Compensation; Business and Shareholder Relations; Perspective; Energy Industry

February 2017 (Revised June 2017)
Supplement

ExxonMobil: Business as Usual? (B)

By: George Serafeim, Shiva Rajgopal and David Freiberg

The case presents ExxonMobil's response to growing pressure to disclose how climate change will impact their business. This includes multiple asset impairments and losing a proxy vote to shareholders to increase climate change related reporting. Supplements the (B)... View Details

Keywords: Oil ＆ Gas; Oil Prices; Oil Companies; Asset Impairment; Predictive Analytics; Sustainability; Environmental Impact; Innovation; Disclosure; Accounting; Valuation; Energy Sources; Ethics; Corporate Disclosure; Governance Compliance; Climate Change; Financial Reporting; Energy Industry; United States

December 2016
Case

Muñoz Group Faces Brexit

By: Forest Reinhardt and Annelena Lobb

In 2016, Muñoz Group, a multifaceted agribusiness company that developed, produced, packed, imported, and exported citrus, flowers, grapes, juice, and ice cream, faced an unexpected new challenge in the British public’s vote for the United Kingdom to exit the European... View Details

Keywords: Agribusiness; Globalization; Intellectual Property; Government and Politics; Agriculture and Agribusiness Industry; Europe

Centralized Governance in Decentralized Organizations

We systematically document governance centralization in decentralized autonomous organizations (DAOs) and study its drivers and economic implications. Using multiple data sources and granular on-chain transactional data, we compare our findings to those in... View Details

05 Jul 2006
News

Corporate Governance Activists are Headed in the Wrong Direction

February 2015 (Revised December 2016)
Case

1worker1vote: MONDRAGON in the U.S.

By: Rebecca Henderson and Michael Norris

MONDRAGON, the largest cooperative in the world, and the inspiration for several U.S. cooperatives, faces a challenge in 2013 after one of its largest cooperatives votes to leave the group and another goes bankrupt. View Details

Keywords: Cooperatives; Spain; United States; Manufacturing; Cooperative Ownership; Manufacturing Industry; Spain; United States

December 2010
Article

Rating the Ratings: How Good are Commercial Governance Ratings?

By: Robert M. Daines, Ian D. Gow and David F. Larcker

Proxy advisory and corporate governance rating firms (such as RiskMetrics/Institutional Shareholder Services, GovernanceMetrics International, and The Corporate Library) play an increasingly important role in U.S. public markets. They rank the quality of firm corporate... View Details

Keywords: Corporate Governance; Markets; Rank and Position; Quality; Business and Shareholder Relations; Voting; Change; Information; Outcome or Result; United States

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November 2013 (Revised January 2015)
Case

Obamacare

By: Matthew Weinzierl and Katrina Flanagan

One vote in June, 2012, decided the fate of President Barack Obama's crowning first-term achievement: universal health insurance. Chief Justice John Roberts of the U.S. Supreme Court cast the deciding vote to uphold the keystone of the reform: the mandate to purchase... View Details

Keywords: Universal Health Insurance; Adverse Selection; Leviathan; Courts and Trials; Judgments; Insurance; Health Care and Treatment; Government and Politics; Insurance Industry; Public Administration Industry; Health Industry; United States

July 2020 (Revised March 2021)
Case

Board Diversity at Amazon (A)

By: Aiyesha Dey and Anu Atluru

The case revolves around the decisions that the board of directors of ecommerce giant Amazon would need to make in response to the controversial letter that activist shareholder CtW investment group sent to Amazon’s shareholders, urging them to vote in favor of a... View Details

Keywords: Board Of Directors; Boards; Governing and Advisory Boards; Diversity; Gender; Race; United States