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- November 2023 (Revised January 2024)
- Case
Votorantim: Uniting Family and Business Across Generations
By: Christina R. Wing, Carla Larangeira and Pedro Levindo
Over a 105-year span, the Ermírio de Moraes family built Votorantim, one of Latin America’s largest industrial conglomerates, and among Brazil’s topmost businesses, also credited for helping “build” the country over decades. By early 2023, Votorantim included... View Details
- October 2023 (Revised January 2024)
- Case
McDonald's Board of Directors (A)
By: Lynn S. Paine and Will Hurwitz
In October 2019, the McDonald’s Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel’s investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing... View Details
Keywords: Board Of Directors; Board Chair; Board Decisions; Business Ethics; Corporate Boards; Fast Food; Franchising; Legal Aspects Of Business; Legal Battle; Legal Settlement; Misconduct; Regulation; Reorganization; Restaurant Industry; Sexual Harassment; Shareholders; Stakeholder Management; Strategy And Execution; Turnaround; Corporate Accountability; Corporate Governance; Culture; Executive Compensation; Leadership; Management; Ethics; Governing and Advisory Boards; Business and Stakeholder Relations; Food and Beverage Industry; Illinois; United States
- January 2023 (Revised May 2023)
- Case
Peloton Interactive (A)
By: Suraj Srinivasan, Lynn S. Paine and David Lane
Early in February 2022, the board of Peloton Interactive faced some knotty challenges. Immense pandemic demand for its stationary exercise bicycles and treadmills had prompted the firm to scale up production rapidly. But as gyms reopened and the virulence of the virus... View Details
- March 2022 (Revised October 2022)
- Case
Transforming Kimball International, Inc. (A)
By: Lynn S. Paine and Will Hurwitz
Kimball International, Inc. (KII), led by CEO Kristie Juster, and its board of directors, chaired by Kim Ryan, faced critical questions about KII’s future in the spring of 2021. Two years earlier, the board had appointed Juster as the new CEO of KII, a publicly traded,... View Details
Keywords: Board Of Directors; Board Committees; Board Decisions; Board Dynamics; CEO Compensation; CEO Succession; Compensation Committee; Compensation Consultants; Compensation Design; Compensation Mix; Corporate Purpose; COVID-19; ESG; Furniture; Furniture Industry; Manufacturing; Midwest; Pandemic; Purpose; Spin Off; Strategic Change; Strategic Decisions; Strategic Evolution; Target-setting; Executive Compensation; Family Ownership; Governance; Restructuring; Strategy; Transformation; Manufacturing Industry; United States
- October 2021
- Case
Financial Reporting at Mattel
By: Aiyesha Dey, Trung Nguyen, Marshal Herrmann and Julia Kelley
In September 2020, Diana Ferguson was nearing her first Audit Committee meeting as the newly appointed Audit Committee chair of Mattel, Inc. Mattel was just recovering from an accounting scandal which had revealed the company’s poor internal controls and weak board... View Details
Keywords: Accounting; Accounting Audits; Financial Reporting; Financial Statements; Governance; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governance Compliance; Governance Controls; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Lawsuits and Litigation; Business and Shareholder Relations; Consumer Products Industry; Entertainment and Recreation Industry; Financial Services Industry; North and Central America; United States; California
- January 2021 (Revised January 2021)
- Case
Thomas Keller Restaurant Group: Leadership Through a Pandemic
By: Lena G. Goldberg and Michael S. Kaufman
Thomas Keller, the first and only American-born chef to hold multiple three-star ratings from the prestigious Michelin Guide, and Joe Essa, the immediate past Board Chair of the National Restaurant Association and the CEO of Keller’s restaurant group, were class guests... View Details
- September 2020
- Case
Keeping It in the Family at the Hayden Saw Company
By: V.G. Narayanan and John Masko
In 2019, Board Chair and third-generation shareholder Helen Fullerton was preparing for a meeting to discuss Ohio-based Hayden Saw Company’s (Hayden) future as a family business. As the company entered its fifth decade, the Hayden family was dealing with three distinct... View Details
- Article
The Role of the Board Chair During a Crisis
By: Achim Schmitt, Gilbert Probst and Michael Tushman
A company’s long-term survival during a crisis depends on complementary roles, strategic alignment, and chemistry between the chair and CEO. View Details
- December 2019 (Revised May 2020)
- Case
Income Inequality and the CEO Pay Ratio at TJX Cos
By: Ethan Rouen and Akari Furukawa
TJX Companies reported a CEO pay ratio of 1,596-to-1 in 2019, leaving board chair Carol Meyrowitz with a host of questions about whether, and how, she could take action to address concerns raised by having one of the highest pay ratios in the S&P 500. As a retail... View Details
- December 2019 (Revised June 2020)
- Case
The New LAX: Ready for Takeoff?
By: Boris Groysberg, Kerry Herman and Carin-Isabel Knoop
Chair of LAX Board Sean Burton and LAX CEO Deborah Flint have made progress on streamlining and modernizing LAX's complex capital projects ($12 billion worth) while reorganizing and retooling Los Angeles World Airport (LAWA) staff resources, management processes, and... View Details
- 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
- April 2019
- Technical Note
A Note on Boards in VC-Backed Ventures
What is the value of a Board, and why does a company need one? The note documents the formal role of a Board of Directors as going beyond simply acting as legal representation of corporate ownership. Moreover, this role changes as the company moves through different... View Details
- November 2018 (Revised January 2020)
- Case
Tesla, Inc. in 2018
By: Siko Sikochi, Suraj Srinivasan and Quinn Pitcher
On August 7, 2018 Elon Musk, Chairman and CEO of Tesla tweeted that he was considering taking Tesla private and had secured funding. Weeks went by without details about a deal and speculation grew that Musk had misled investors. He soon abandoned the idea, but the... View Details
- August 2016
- Article
Independent Directors' Dissent on Boards: Evidence from Listed Companies in China
By: Juan Ma and Tarun Khanna
In this paper, we examine the circumstances under which so-called "independent" directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public... View Details
- July 2013 (Revised October 2013)
- Supplement
United Rentals (B)
By: Jay W. Lorsch and Kathleen Durante
In April 2012, Jenne Britell, the Chairman of the board of directors of United Rentals, Inc. (NYSE: URI) was preparing her notes for an upcoming stockholders' meeting. It was a meeting unlike most other meetings she had chaired. Stockholders were about to vote on a... View Details
- October 2012 (Revised August 2018)
- Case
Carolina for Kibera
By: Kathleen L. McGinn, Beth-Ann Kutchma and Cailin B. Hammer
Carolina for Kibera (CFK) is an international non-profit organization whose mission is to promote youth leadership and gender and ethnic cooperation in Kibera, the largest unstructured settlement situated in the heart of Nairobi, Kenya. CFK's programs constructively... View Details
- December 2011
- Article
CEO and Board Chair Roles: To Split or Not to Split?
By: Aiyesha Dey, Ellen Engel and Xiaohui Liu
We examine the performance and compensation implications of firms' decisions to combine the roles of CEO and board chairman (duality). We document that firms that split the CEO and chairman positions due to investor pressure have significantly lower announcement... View Details
- November 2010
- Case
Lessons Learned? Brooksley Born & the OTC Derivatives Market (A)
By: Clayton S. Rose and David Lane
On May 7, 1998, the U.S. Commodity Futures Trading Commission, chaired by Brooksley Born, issued a "Concept Release" inviting public comment on the relevance and appropriateness of existing regulation of the over-the-counter (OTC) derivatives market, a market with a... View Details
- June 2009
- Case
The Role of the Audit Committee in Risk Oversight
By: Jay W. Lorsch and Kaitlyn Simpson
An audit committee chair considers how he can help his committee become more effective given the increasing regulatory demands on audit committees. He also wrestles with the lack of specificity in audit committee duties and whether his committee should take on... View Details
- January 2009 (Revised June 2010)
- Case
Cisco Business Councils (2007): Unifying a Functional Enterprise with an Internal Governance System
By: Ranjay Gulati
In response to the 2001 market downturn, Cisco Systems implemented a major restructuring that transformed the company from a decentralized to centralized organization. While recognizing that a centralized, functional structure was necessary to avoid product and... View Details