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- November–December 2024
- Article
How Robust Is Your Climate Governance?
By: Lynn S. Paine and Suraj Srinivasan
During the past few years, as evidence of climate change and its effects has mounted, many corporate boards have added climate governance to their agendas. But the maturity of boards’ climate-oversight processes and activities varies widely.
To better... View Details
To better... View Details
- December 2024
- Article
Proxy Advisory Firms and Corporate Shareholder Engagement
By: Aiyesha Dey, Austin Starkweather and Joshua White
We study how Institutional Shareholder Services (ISS) affect firms’ engagement with shareholders. Our analyses exploit a quasi-natural experiment using say-on-pay voting outcomes near a threshold that triggers ISS to review engagement activities. Firms receiving ISS... View Details
- November 2024
- Background Note
Nonprofit Governance: Some Basics
By: Lynn S. Paine and Will Hurwitz
This background note discusses basics about the prevalence, purpose, and unique legal, governance and regulatory dynamics of nonprofits and their boards of directors. The note describes both similarities and differences between for-profit and non-profit governance,... View Details
- November–December 2024
- Article
Group Size and Its Impact on Diversity-Related Perceptions and Hiring Decisions in Homogeneous Groups
By: Aneesh Rai, Edward H. Chang, Erika Kirgios and Katherine L. Milkman
Why do some homogeneous groups face backlash for lacking diversity, whereas others escape censure? We show that a homogeneous group’s size changes how it is perceived and whether decision makers pursue greater diversity in its ranks. We theorize that people make... View Details
- November 2024
- Article
Stakeholder Amnesia in M&A Deals
By: Caley Petrucci and Guhan Subramanian
Public companies have increasingly embraced environmental, social and governance (ESG) factors in the course of everyday business. However, these ESG considerations are virtually non-existent in merger and acquisition (M&A) transactions. Elon Musk’s recent acquisition... View Details
- September 2024
- Case
Board Director Dilemmas: The Tradeoffs of Board Selection
By: David G. Fubini, Suraj Srinivasan and Patrick Sanguineti
After retiring from a long and successful career in financial auditing, Linda McGill looked forward to the prospect of joining a board. She felt the time was right to leverage the breadth of her experience while fulfilling one of her long-term goals. Though somewhat of... View Details
- July 2024
- Case
Board Director Dilemmas: Strategic Leadership
By: David G. Fubini and Patrick Sanguineti
Professor John Michaels, a distinguished scholar of corporate strategy, has served on the Board of OmniCo, a diversified industrial giant, for four years. Three months ago, the Board appointed a new CEO, Andrew Bennett, to lead growth, develop a more cooperative... View Details
- 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... 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
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; Energy Industry; United States; Germany; Europe; North America; London
- April 2024 (Revised December 2024)
- Case
Anthropic: Building Safe AI
By: Shikhar Ghosh and Shweta Bagai
In March 2024, Anthropic, a leading AI safety and research company, made headlines with the launch of Claude 3, its most advanced AI model. This marked Anthropic’s bold entry into the multimodal GenAI domain, showcasing capabilities extending to both image and text... View Details
- April 2024
- Teaching Note
eBee: Affordable Mobility for Africa
By: Ramon Casadesus-Masanell, Gamze Yucaoglu and Jordan Mitchell
The case opens in March 2023, as Sten van der Ham and Jaap Maljers, CEO and co-founder of eBee, an electric bike (e-bike) company in Africa, are contemplating the different avenues for growth and path to profitability for the young and ambitious company. In 2023, the... View Details
- March 2024 (Revised June 2024)
- Case
Governing OpenAI (A)
By: Lynn S. Paine, Suraj Srinivasan and Will Hurwitz
In late November 2023, OpenAI’s new board of directors took stock of the situation. The company, which sought to develop artificial general intelligence (AGI)—computer systems with capabilities exceeding human abilities—was looking to regain its footing after a chaotic... View Details
Keywords: Artificial Intelligence; Board Of Directors; Board Decisions; Board Dynamics; Corporate Boards; Governance Changes; Governance Structure; Leadership Change; Legal Aspects Of Business; Nonprofit Governance; Strategy And Execution; Technological Change; AI and Machine Learning; Corporate Governance; Leadership; Management; Mission and Purpose; Technological Innovation; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Resignation and Termination; Ethics; Nonprofit Organizations; Open Source Distribution; Partners and Partnerships; Technology Industry; San Francisco; United States
- 2024
- Working Paper
Corporate Culture Homogeneity and Top Executive Incentive Design: Evidence from CEO Compensation Contracts
By: Dennis Campbell, Ruidi Shang and Zhifang Zhang
We examine how corporate cultures characterized by high degrees of homogeneity in the underlying values and beliefs of organizational members are related to the design of CEO incentive compensation contracts. We argue that culture homogeneity within firms lowers... View Details
- 2024
- Chapter
Managing for Organisational Integrity: My Take After Three Decades
By: Lynn S. Paine
This chapter revisits core ideas from my 1994 article “Managing for Organizational Integrity” and explores a critical issue not discussed in the article: the role of corporate boards. In the chapter, I first re-examine the article’s ideas about the origins of... View Details
- January 2024 (Revised November 2024)
- Technical Note
Legal Analysis: Corporate Governance and the Board of Directors
By: Louis Caldera
- January 2024 (Revised May 2024)
- Case
Pioneer Natural Resources: Enhancing the Capital Return Strategy with Variable Dividends
In February 2021, Scott Sheffield, the CEO of Pioneer Natural Resources (an independent oil and gas company based in Texas), was considering the possibility of enhancing the firm’s capital return strategy by introducing a variable dividend tied to cash flows in... View Details
- January 2024 (Revised February 2024)
- Case
OpenAI: Idealism Meets Capitalism
By: Shikhar Ghosh and Shweta Bagai
In November 2023, the board of OpenAI, one of the most successful companies in the history of technology, decided to fire Sam Altman, its charismatic and influential CEO. Their decision shocked the corporate world and had people wondering why OpenAI had designed a... View Details
- 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
- Third Quarter 2022
- Article
How Global Upheaval Influences Board Decision-Making: What Is the Effect of Cold War II on Corporate Governance?
What should boards and companies do or not do when confronting the impact of geopolitical crises? It may be helpful to consider the broader context giving rise to these issues, namely why we’re in the situation, the lessons we’re learning about geopolitical risk in... View Details