Publications

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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

Keywords: CEO Duality; Board Chairman; Firm Performance; Pay-performance Sensitivity; Corporate Governance; Governing and Advisory Boards; Leadership; Performance Efficiency

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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

April 2019
Technical Note

A Note on Boards in VC-Backed Ventures

By: Shikhar Ghosh, Ramana Nanda, Suraj Srinivasan and Terrence Shu

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

Keywords: Founders; Business Startup; Board; Board Of Directors; Business Startups; Governing and Advisory Boards; Venture Capital; Entrepreneurship

September–October 2012
Article

Toward a New Culture for Corporate Boards

By: Robert C. Pozen

A decade of business scandals and regulatory reforms find corporate America... facing fresh scandals and calls for more reforms. Robert Pozen, former chair of MFS Investment, noted director, and Harvard Business School faculty member, wonders if we have been fixing the... View Details

Keywords: Governing and Advisory Boards; Ethics; Change; United States

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

16 Jul 2024
Op-Ed

Corporate Boards Are Failing in Their No. 1 Duty

Ask board members their most important duty, and they will likely say it is appointing and overseeing the CEO. Yet many boards fail to make appropriate choices, often because they don’t prepare candidates... View Details

Keywords: by Bill George

03 Jan 2018
What Do You Think?

In the Wake of #MeToo, Should Corporate Boards Hire Compliance Officers?

believed that directors had just two primary responsibilities: ensuring the organization was led by an effective CEO and generally representing shareholders’ interests. The CEO was a filter between the organization and the board. In many organizations, the CEO View Details

Keywords: by James Heskett

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

Keywords: Boards Of Directors; Board Committees; Chairman; Governing and Advisory Boards; Corporate Governance; Construction Industry; North America

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

Keywords: Disclosure Regulation; Board Independence; Corporate Governance; Business and Shareholder Relations; Governing and Advisory Boards

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

05 Jul 2006
Op-Ed

Corporate Governance Activists are Headed in the Wrong Direction

from the perennial objection that having two leaders is confusing, those opposed to this idea undoubtedly cite situations where a separate board chair hasn't worked. But the fact of the matter is, it has... View Details

Keywords: by Joseph Hinsey

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

Keywords: Independent Directors; China; Corporate Governance; Governing and Advisory Boards; China

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

January 2023 (Revised April 2025)
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

Keywords: Corporate Governance; Governing and Advisory Boards; Growth Management; Investment Activism; Leadership; Entertainment and Recreation Industry; Sports Industry; United States

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

Keywords: Leadership And Change Management; Leadership; Change Management; Performance Improvement; Strategic Planning; Air Transportation; Outcome or Result; Air Transportation Industry; Los Angeles

Teaching Interest

Overview

By: Suraj Srinivasan

Professor Srinivasan serves as the Course Head for the required MBA course Financial Reporting and Control. He has previously taught the second year MBA elective Business Analysis and Valuation Using Financial Statements and teaches the executive education version... View Details

Keywords: Business Analysis; Business Evaluation; Financial Statements; Financial Analysis; Audit Committees; Corporate Governance; Compensation Committees

October 2008
Article

Evaluating the CEO

By: Stephen P. Kaufman

This article includes a one-page preview that quickly summarizes the key ideas and provides an overview of how the concepts work in practice along with suggestions for further reading. After Kaufman became a CEO, he was struck by how perfunctory the board was in its... View Details

Keywords: Decision Choices and Conditions; Governing and Advisory Boards; Leadership; Managerial Roles; Performance Evaluation; Motivation and Incentives

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

Keywords: Corporate Governance; Family Ownership; Business and Shareholder Relations; Family and Family Relationships; Agriculture and Agribusiness Industry; Chemical Industry; Mining Industry; Financial Services Industry; Latin America

February 2015 (Revised April 2017)
Case

Edyficar and Mibanco: The Emergence of M&A in Microfinance

By: Michael Chu

Mibanco, a microfinance icon, is for sale, and Edyficar, owned by Banco del Credito (BCP), Peru's largest bank, is evaluating its acquisition. Until recently, such a transaction would have been fanciful given Mibanco's preeminent role in Peruvian microfinance, which... View Details

Keywords: Base Of The Pyramid; Peru; Latin America; Microfinance; Commercial Banking; Mergers and Acquisitions; Banking Industry; Latin America; Peru