Publications

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02 Nov 2016
Working Paper Summaries

The Structure of Board Committees

Keywords: by Kevin D. Chen and Andy Wu

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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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

Teaching Interest

Compensation Committees

By: Suraj Srinivasan

Executive compensation has become a flashpoint issue for board members, institutional investors, regulators, and the media. Compensation committees are challenged to design compensation programs that not only tie business or corporate strategies to company performance,... View Details

24 Oct 2005
Research & Ideas

Building an IT Governance Committee

someone who fits these criteria, boards may find that many talented CIOs and CTOs drop off the list of potential IT committee members.) The IT expert must have not only a solid grounding in the firm's... View Details

Keywords: by Richard Nolan & Warren McFarlan

October 2010 (Revised October 2011)
Case

Ken Langone: Member, GE Compensation Committee

By: Suraj Srinivasan and Lizzie Gomez

On September 2003, Richard Grasso stepped down as chairman and CEO of the New York Stock Exchange, following weeks of intense public criticism over the size of his $190 million compensation package. As chairman of the committee that oversaw Grasso's payout, Ken Langone... View Details

Keywords: Accounting; Corporate Governance; Governing and Advisory Boards; Employee Stock Ownership Plan; Executive Compensation; Governing Rules, Regulations, and Reforms; Labor and Management Relations; Wages; Change Management; Energy Industry; New York (city, NY)

October 2012 (Revised February 2013)
Case

Jim Johnson's Re-election to the Goldman Sachs Board

By: Suraj Srinivasan and Kelly Baker

The case presents the opposition by a leading institutional investor in Goldman Sachs to the re-election of Jim Johnson to the board of directors of the company. The investor, Sequoia Fund, opposes the re-election citing Jim Johnson's prior track record as the CEO of... View Details

Keywords: Board Of Directors; Corporate Governance; Director Elections; Goldman Sachs; Reputation; Institutional Investing; Governing and Advisory Boards; Corporate Accountability; Banking Industry; New York (city, NY)

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

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

Keywords: Accounting Audits; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Laws and Statutes; Risk Management

February 1996 (Revised June 1996)
Teaching Note

General Mills Board and Strategic Planning and Lukens Inc., The: The Melters' Committee (A) & (B) TN

By: Jay W. Lorsch, Cynthia A. Montgomery and Lisa J. Chadderdon

Teaching Note for (9-491-117), (9-493-070), and (9-493-071). View Details

Keywords: Strategic Planning; Governing and Advisory Boards; Joint Ventures; Sales; Strategy; Managerial Roles; Steel Industry

September 2013
Case

United Rentals (A)

By: Jay W. Lorsch, Kathleen Durante and Emily McTague

In December 1997 United Rentals (URI) went public on the NYSE. Ten years later, during the peak of the economic meltdown, the company's performance was in decline. United Rentals had experienced its share of problems in the prior years and was still struggling to... View Details

Keywords: Board Of Directors; Board Dynamics; Accounting Fraud; Governance; Board Committees; Merger; Corporate Governance; Construction Industry; United States

April 1993 (Revised October 1993)
Case

Lukens Inc.: The Melters' Committee (A)

By: Jay W. Lorsch

Discusses the Lukens board's involvement in strategic planning. View Details

Keywords: Governing and Advisory Boards; Strategic Planning

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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22 Dec 2003
Research & Ideas

How to Build a Better Board

these things do we want to do which define our role?" Having done that, they then can think more intelligently about how they want to design the board itself and answer questions such as "Who do we want on the board? What View Details

Keywords: by Martha Lagace

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

16 Jul 2024
Op-Ed

Corporate Boards Are Failing in Their No. 1 Duty

in multiple innovations, including smartphones, search, online purchasing, and social media. Lead director John Thompson led the board committee that chose insider Satya Nadella as its next CEO. Nadella... View Details

Keywords: by Bill George

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

24 Nov 2003
Research & Ideas

Boards and Corporate Governance: A Balanced Scorecard Approach

directors. Independent directors are now expected to play a greater role, audit committees are required to take on greater responsibilities, and senior managers and boards are being held more accountable for... View Details

Keywords: Re: Robert S. Kaplan & Krishna G. Palepu

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