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September–October 2024
Article

Boards Need a New Approach to Technology

By: Tarun Khanna, Mary C. Beckerle and Nabil Y. Sakkab

The boards of too many publicly traded companies are downright timid when considering matters involving science and technology. More often than not, they focus on security and digitization—a defensive posture that fails to consider the bigger opportunities emerging... View Details

Keywords: Governing and Advisory Boards; Opportunities; Technology Adoption

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September 2024
Case

Topaz: Navigating Governance, Legacy, and Change

By: Christina R. Wing and Carla Larangeira

Since its founding in 2011, the Garza Sada brothers and their father positioned Topaz among leading family offices in Monterrey, Mexico, with several assets under management. Topaz aspired to have a transformative impact across multiple Mexican industries. An industry... View Details

Keywords: Business Conglomerates; Family Business; Governing and Advisory Boards; Managerial Roles; Management Succession; Family Ownership; Corporate Governance; Organizational Structure; Adoption; Financial Services Industry; Real Estate Industry; Education Industry; Energy Industry; Latin America; Mexico

September 2024
Module Note

Governance for Non-Profit Social Enterprises

By: Brian Trelstad, Gerald Chertavian and Alexis Lefort

An overview of the various roles a non-profit board of directors plays, including the board’s principal responsibilities and how those evolve as organizations grow and scale. Looks closely at the overall role in setting the mission of the organization; supervising and... View Details

Keywords: Governing and Advisory Boards; Nonprofit Organizations; Growth Management; Mission and Purpose; United States

June 2024 (Revised December 2024)
Case

Climate Governance at Linde plc (A)

By: Lynn S. Paine, Suraj Srinivasan, Emilie Billaud and Vincent Dessain

In July 2023, the Linde plc board of directors' sustainability committee convened in London to review the company's environmental performance, with a focus on decarbonization and clean energy. Linde was the world's largest industrial gas supplier, with a workforce of... View Details

Keywords: Climate Change; Environmental Sustainability; Green Technology; Multinational Firms and Management; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing and Advisory Boards; Compensation and Benefits; Innovation Strategy; Leading Change; Goals and Objectives; Business and Shareholder Relations; Chemical Industry; United States; Germany; Europe; North America; London

June 2024
Supplement

Climate Governance at Linde plc (B)

By: Lynn S. Paine, Suraj Srinivasan, Emilie Billaud and Vincent Dessain

In July 2023, the Linde plc board of directors' sustainability committee convened in London to review the company's environmental performance, with a focus on decarbonization and clean energy. Linde was the world's largest industrial gas supplier, with a workforce of... View Details

September 2022 (Revised September 2024)
Case

Esas Group: Investing Together, Staying Together

By: Christina R. Wing and Alpana Thapar

This case opens in June 2022, after Esas Group, one of Turkey’s largest family-owned investment firms, implements a series of changes to professionalize the business and help transition family members from operators to responsible investors. In December 2019, the Group... View Details

Keywords: Family Business; Transition; Business or Company Management; Organizational Structure; Governing and Advisory Boards; Governance; Financial Services Industry; Turkey

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

March 2022
Supplement

Transforming Kimball International, Inc. (B)

By: Lynn S. Paine and Will Hurwitz

Supplements the (A) case. View Details

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

October 2021
Article

Board Design and Governance Failures at Peer Firms

By: Shelby Gai, J. Yo-Jud Cheng and Andy Wu

Our study introduces board committees as a crucial determinant of board actions. We examine how directors who structurally link different board committees—referred to as multi-committee directors (MCDs)—explain why some board actions are merely symbolic while others... View Details

Keywords: Board Committees; Board Monitoring; New Director Nomination; Peer Financial Restatements; Governing and Advisory Boards; Corporate Governance; Performance Effectiveness

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June 2021
Case

uBiome

By: Thomas R. Eisenmann and Olivia Graham

uBiome provided clinical tests that sequenced the DNA of human microbiome samples, providing data on health conditions directly to consumers or to prescribing physicians. Founded in 2012, the San Francisco-based startup raised $105 million from top-tier venture capital... View Details

Keywords: Business Startups; Crime and Corruption; Insolvency and Bankruptcy

April 2021
Case

Glass-Shattering Leaders: Michele Hooper

By: Boris Groysberg and Colleen Ammerman

Michele Hooper joined the board of the Dayton-Hudson Corporation when she was in her late thirties, becoming the company’s youngest director as well as the only woman and the only person of color in the boardroom. Such “firsts” were not unusual for Hooper, who had been... View Details

Keywords: Governing and Advisory Boards; Diversity; Corporate Governance; Personal Development and Career

January 2021 (Revised October 2024)
Case

Aptiv PLC Board of Directors (A)

By: Lynn S. Paine and Will Hurwitz

Aptiv’s board must decide whether a joint venture with an auto maker is the right next step in the company’s efforts to develop and commercialize a production-ready autonomous driving system. While many commentators believed that Aptiv’s self-driving technologies had... View Details

2019
Working Paper

Bank Boards: What Has Changed Since the Financial Crisis?

By: Shiva Rajgopal, Suraj Srinivasan and Forester Wong

Several government-mandated committees investigating the financial crisis highlighted four key deficiencies in the composition of bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii)... View Details

Keywords: Banks and Banking; Governing and Advisory Boards; Corporate Governance; Financial Crisis; Change; Diversity

November 2018 (Revised July 2023)
Case

The Weir Group: Reforming Executive Pay (A)

By: Lynn S. Paine and Federica Gabrieli

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the... View Details

April 2018 (Revised June 2020)
Case

Tesla's CEO Compensation Plan

By: Krishna G. Palepu and Sarah Mehta

Tesla’s board of directors proposed an unusual compensation plan for the company’s CEO Elon Musk. The plan payouts were entirely contingent on achieving very ambitious market value, sales, and EBIT targets over the next ten years. If all the targets were achieved,... View Details

Keywords: CEO Compensation; Compensation Committee; Corporate Governance; Executive Compensation; Governing and Advisory Boards; Business and Shareholder Relations; Auto Industry; United States

December 2016
Article

Deal Process Design in Management Buyouts

By: Guhan Subramanian

Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and... View Details

Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness

2016
Working Paper

The Structure of Board Committees

By: Kevin D. Chen and Andy Wu

We document and analyze board committee structures utilizing a novel dataset containing full board committee membership for over 6,000 firms. Board committees provide benefits (specialization, efficiency, and accountability benefits) and costs (information... View Details

Keywords: Board Of Directors; Board Committees; Specialization; Accountability; Information Segregation; Overloaded Directors; Multi-commitee Directors; Sarbanes-Oxley Act; Corporate Accountability; Governing and Advisory Boards; Accounting; Corporate Governance

August 2016
Case

CSI Ingenieros

By: Jay Lorsch and Emily McTague

CSI's business unit managers gathered around the downstairs conference room for the company's weekly meeting to discuss project bids. Cristina WaldAshley Hartman, who was in charge of finding projects for the engineering firm to work on, read through several she had... View Details

Keywords: Corporate Governance; Board; Board Committees; Board Dynamics; Organization; Organization Alignment; Dynamic Capabilities; Organization Design; Organizational Prototyping; Organizational Silence; Organizational Learning; Organization Behavior; Organizational Change and Adaptation; Organizational Culture; Manufacturing Industry; South America; Uruguay

February 2015
Case

BlackRock: Diversity as a Driver for Success

By: Boris Groysberg and Katherine Connolly

In July 2014, the Global Executive Committee (GEC) for BlackRock, the world's largest asset manager, held a two-day offsite to discuss the state of talent within the firm. A year prior, in 2013, Chairman and CEO Laurence (Larry) Fink had asked Global Head of HR Jeff... View Details

Keywords: Women And Leadership; Diversity; General Management; Leadership; Change Management; Human Capital; Leading Change; Management Practices and Processes; Organizational Culture; Financial Services Industry; United States

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