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- April 2025
- Case
Japan Industrial Partners Powers the Leveraged Buyout of Toshiba
By: Brian K. Baik, Joseph Pacelli and James Barnett
The case explores Japan Industrial Partners (JIP) $14 billion takeover of Toshiba Corporation (Toshiba). JIP was a private equity firm that took over the troubled electronics corporation in late 2023. The deal, which had been labeled one of the largest leveraged... View Details
Keywords: International Accounting; Borrowing and Debt; Management Analysis, Tools, and Techniques; Ownership; Risk and Uncertainty; Strategy; Valuation; Leveraged Buyouts; Restructuring; Capital Structure; Cost of Capital; Private Equity; Bids and Bidding; Accounting Industry; Electronics Industry; Energy Industry; Manufacturing Industry; Semiconductor Industry; Asia; Japan
Baik, Brian K., Joseph Pacelli, and James Barnett. "Japan Industrial Partners Powers the Leveraged Buyout of Toshiba." Harvard Business School Case 125-055, April 2025.
- January 2022 (Revised April 2025)
- Case
Steem Versus Hive: Testing Blockchain Governance
By: Shikhar Ghosh and Shweta Bagai
This case examines a pivotal governance conflict that occurred in 2020 when Justin Sun, founder of the TRON blockchain, acquired Steemit Inc., the company behind a popular social media platform operating on the Steem blockchain. Steem, launched in 2016 by Daniel... View Details
Keywords: Blockchain; Mergers and Acquisitions; Values and Beliefs; Corporate Governance; Organizational Culture; Social and Collaborative Networks; Technology Industry
Ghosh, Shikhar, and Shweta Bagai. "Steem Versus Hive: Testing Blockchain Governance." Harvard Business School Case 822-075, January 2022. (Revised April 2025.)
- June 2021
- Article
Deals in the Time of Pandemic
By: Guhan Subramanian and Caley Petrucci
The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the... View Details
Subramanian, Guhan, and Caley Petrucci. "Deals in the Time of Pandemic." Columbia Law Review 121, no. 5 (June 2021): 1405–1480.
- 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
Dey, Aiyesha, and Joshua White. "Labor Mobility and Antitakeover Provisions." Art. 101388. Journal of Accounting & Economics 71, nos. 2-3 (April–May 2021).
- November 12, 2020
- Article
What We Can Learn About Unity from Hostile Takeovers
In the wake of the recent election, the United States faces a fraught, difficult transfer of power. What we know about hostile takeovers in business can provide help in finding a path forward. Leaders on the winning side of the more successful acquisitions emphasized... View Details
Kanter, Rosabeth Moss. "What We Can Learn About Unity from Hostile Takeovers." Harvard Business Review Digital Articles (November 12, 2020).
- March 2018 (Revised January 2021)
- Case
China Vanke: Battle for Control (A)
By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo
In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... View Details
Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China
Paine, Lynn S., Charles C.Y. Wang, Dawn H. Lau, and Anthony K. Woo. "China Vanke: Battle for Control (A)." Harvard Business School Case 318-117, March 2018. (Revised January 2021.)
- November 2017
- Supplement
Merging American Airlines and US Airways (B)
By: David G. Fubini, David A. Garvin and Carin-Isabel Knoop
Exhibit to Merging American Airlines and US Airways (A) case. In February 2013, US Airways announced that it would merge with American Airlines to create the world’s largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines... View Details
Keywords: Airlines; Merger; Takeover; Integration Strategy; Merger Integration; Mergers and Acquisitions; Decision Making; Governance; Management Teams; Operations; Organizational Culture; Air Transportation Industry; United States
Fubini, David G., David A. Garvin, and Carin-Isabel Knoop. "Merging American Airlines and US Airways (B)." Harvard Business School Supplement 418-036, November 2017.
- January 2017 (Revised December 2017)
- Case
Merging American Airlines and US Airways (A)
By: David G. Fubini, David A. Garvin and Carin-Isabel Knoop
In February 2013, US Airways announced that it would merge with American Airlines to create the world’s largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines Group (AAL). The case describes a number of critical decisions... View Details
Keywords: Airlines; Merger; Takeover; Integration Strategy; Merger Integration; Mergers and Acquisitions; Decision Making; Governance; Management Teams; Operations; Organizational Culture; Air Transportation Industry; United States
Fubini, David G., David A. Garvin, and Carin-Isabel Knoop. "Merging American Airlines and US Airways (A)." Harvard Business School Case 417-054, January 2017. (Revised December 2017.)
- March 2016 (Revised October 2023)
- Case
Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover
By: Stuart C. Gilson and Sarah L. Abbott
In early 2013, Central European Distribution Corporation (CEDC), a large publicly traded producer and distributer of vodka and spirits in Eastern and Central Europe, has suffered significant declines in its financial performance, is at risk of defaulting on its debt,... View Details
Keywords: Hostile Takeover; Accounting Restatement; Activist Shareholder; Restructuring; Mergers and Acquisitions; Financial Statements; Corporate Governance; Investment Activism; Distribution Industry; Food and Beverage Industry; United States; Russia; Europe
Gilson, Stuart C., and Sarah L. Abbott. "Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover." Harvard Business School Case 216-059, March 2016. (Revised October 2023.)
- 2015
- Working Paper
Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov
By: Alma Cohen and Charles C.Y. Wang
In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They... View Details
Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware
Cohen, Alma, and Charles C.Y. Wang. "Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov." Harvard Business School Working Paper, No. 16-097, February 2016.
- January 2016 (Revised January 2019)
- Case
The Allergan Board Under Fire (A)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
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 fund... View Details
Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry
Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)
- January 2016 (Revised January 2019)
- Supplement
The Allergan Board Under Fire (B)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
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 fund... View Details
Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry
Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)
- 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
Wang, Charles C.Y., Paul M. Healy, Penelope Rossano, and Kyle Thomas. "Air Products' Pursuit of Airgas (A)." Harvard Business School Case 116-024, November 2015. (Revised March 2018.)
- July 2015
- Exercise
An Activist Approach: Castle Rock-Fultons-Remingtons
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Castle Rock-Fultons-Remingtons." Harvard Business School Exercise 916-011, July 2015.
- July 2015
- Exercise
An Activist Approach: Confidential Role Assignment for Castle Rock Management
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Castle Rock Management." Harvard Business School Exercise 916-012, July 2015.
- July 2015
- Exercise
An Activist Approach: Confidential Role Assignment for Fultons Department Stores
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Fultons Department Stores." Harvard Business School Exercise 916-013, July 2015.
- July 2015
- Exercise
An Activist Approach: Confidential Role Assignment for Remingtons Housewares
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Remingtons Housewares." Harvard Business School Exercise 916-014, July 2015.
- April 2014
- Article
Golden Parachutes and the Wealth of Shareholders
By: Lucian A. Bebchuk, Alma Cohen and Charles C.Y. Wang
Golden parachutes (GPs) have attracted substantial attention from investors and public officials for more than two decades. We find that GPs are associated with higher expected acquisition premiums and that this association is at least partly due to the effect of GPs... View Details
Keywords: Golden Parachute; Acquisitions; Takeovers; Acquisition Takeover; Acquisition Likelihood; Acquisition Premiums; Agency Costs; Managerial Slack; Dodd-Frank; Executive Compensation; Acquisition; Corporate Governance; Business and Shareholder Relations
Bebchuk, Lucian A., Alma Cohen, and Charles C.Y. Wang. "Golden Parachutes and the Wealth of Shareholders." Journal of Corporate Finance 25 (April 2014): 140–154.
- June 2013
- Case
Hess Corporation
By: Jay W. Lorsch and Kathleen Durante
On January 29, 2013, Elliott Management, a hedge fund run by Paul E. Singer, which owned 4.5% of Hess Corporation stock, put forward a slate of five independent directors it wanted elected to improve the company's performance. Elliott argued that Hess lacked focus and... View Details
Keywords: Takeover Attempt; Board; Hess; Governing and Advisory Boards; Organizational Structure; Acquisition; Financial Services Industry; Energy Industry
Lorsch, Jay W., and Kathleen Durante. "Hess Corporation." Harvard Business School Case 413-126, June 2013.
- July 2012
- Case
Transatlantic Holdings, Inc. - The Belle of the Ball
By: Clayton S. Rose and Aldo Sesia
In November of 2011 Transatlantic Holdings, Inc., a global property and casualty reinsurance company, announced it had agreed to sell itself to Alleghany Corporation, ending "the most frenzied takeover battle" of 2011, which involved competitors, Warren Buffett's... View Details
Keywords: Mergers & Acquisitions; Finance; Insurance And Reinsurance; Governance; Insurance; Mergers and Acquisitions; Strategy; Valuation; Financial Services Industry; Insurance Industry; United States; Bermuda; Switzerland
Rose, Clayton S., and Aldo Sesia. "Transatlantic Holdings, Inc. - The Belle of the Ball." Harvard Business School Case 313-017, July 2012.