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2016
Working Paper

Consequences to Directors of Shareholder Activism

By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan

Using a comprehensive sample for 2004–2012, we examine the impact of shareholder activist campaigns on the careers of directors of targeted firms. We find that activism is associated with directors being almost twice as likely to leave—and performance-sensitivity of... View Details

Keywords: Shareholder Activism; Hedge Funds; Independent Directors; Director Reputation; Accountability; Shareholder Voting; Voting; Retention; Investment Funds; Management Teams; Investment Activism

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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)

February 2014
Article

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

By: Francois Brochet and Suraj Srinivasan

We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details

Keywords: Independent Directors; Litigation Risk; Class Action Lawsuits; Director Accountability; Reputation; Boards Of Directors; Corporate Governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation

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June 2011
Supplement

Q and A Sessions with Akhil Gupta, Deputy Group CEO and Managing Director of Bharti Enterprises

This tape includes the highlights of question and answer sessions with Akhil Gupta, Deputy Group CEO and Managing Director of Bharti Enterprises, one of the largest mobile phone companies in India. The video focuses on the challenges and lessons learned from Bharti's... View Details

Keywords: Management; Mobile and Wireless Technology; Job Cuts and Outsourcing; Agreements and Arrangements; Innovation and Invention; Telecommunications Industry; India

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

April 2015 (Revised July 2015)
Case

Proxy Access at Whole Foods

By: Jay Lorsch and Emily McTague

Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details

Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America

2013
Working Paper

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

By: Francois Brochet and Suraj Srinivasan

We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details

Keywords: Debt Securities; Lawsuits and Litigation; Legal Liability

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June 2017
Case

Harmonie Water: Refreshing the World Naturally

By: John A. Quelch and John L. Teopaco

The marketing director of Harmonie Mineral Water—the second-best selling bottled water in the world—is using findings from two project studies to assess how to establish a global brand identity for Harmonie via television advertising. He must decide what product... View Details

Keywords: Brands and Branding; Advertising; Marketing Communications; Global Strategy; Food and Beverage Industry

June 2013
Case

Hess Corporation

By: Jay W. Lorsch and Kathleen Durante

On January 29, 2013, Elliott Management, a hedge fund run by Paul E. Singer, which owned 4.5% of Hess Corporation stock, put forward a slate of five independent directors it wanted elected to improve the company's performance. Elliott argued that Hess lacked focus and... View Details

Keywords: Takeover Attempt; Board; Hess; Governing and Advisory Boards; Organizational Structure; Acquisition; Financial Services Industry; Energy Industry

November 2013 (Revised August 2023)
Case

'These People are Fiduciaries...'

By: Lena G. Goldberg and Amy W. Schulman

The fiduciary duties of loyalty and care, the corporate opportunity doctrine and the business judgment rule are introduced in the context of three vignettes drawn from decided cases that explore: a classic test of loyalty when one partner elects to take advantage of an... View Details

Keywords: Fiduciaries; Fiduciary Duties; Management Practices and Processes; Ethics; Business Processes

January 2021
Supplement

Aster DM Healthcare: Budget Exercise

By: V.G. Narayanan and Amy Klopfenstein

In April 2020, Alisha Moopen, Deputy Managing Director of Aster DM Healthcare, a network of clinics, hospitals, and pharmacies in the Middle East and India, must create her company’s budget for the 2021 fiscal year in light of the onset of Covid-19. The pandemic had... View Details

January 2021
Case

Aster DM Healthcare: Budgeting for a Crisis

By: V.G. Narayanan and Amy Klopfenstein

In April 2020, Alisha Moopen, Deputy Managing Director of Aster DM Healthcare, a network of clinics, hospitals, and pharmacies in the Middle East and India, must create her company’s budget for the 2021 fiscal year in light of the onset of Covid-19. The pandemic had... View Details

Keywords: Decision Making; Decisions; Forecasting and Prediction; Judgments; Decision Choices and Conditions; Cost vs Benefits; Budgets and Budgeting; Health Pandemics; Health Industry; Asia; India; United Arab Emirates; Dubai

October 1997 (Revised November 1997)
Case

NAACP, The

By: James E. Austin, Paul Barese, Stephanie L. Woerner and Elaine V. Backman

In February 1995, the National Association for the Advancement of Colored People (NAACP), the largest civil rights organization in the United States, was in the midst of a crisis. The executive director had been fired due to financial improprieties amid charges of... View Details

Keywords: Crime and Corruption; Capital; Governance Controls; Resignation and Termination; Selection and Staffing; Rights; Leadership; Management; United States

05 Mar 2008
Working Paper Summaries

Board of Directors’ Responsiveness to Shareholders: Evidence from Shareholder Proposals

Keywords: by Yonca Ertimur, Fabrizio Ferri & Stephen R. Stubben

October 2021 (Revised May 2023)
Case

Engine No.1: An Impact Investing Firm Engages with ExxonMobil

By: Mark Kramer, Shawn Cole, Vikram S. Gandhi and T. Robert Zochowski

ExxonMobil, the world's fifth largest source of carbon emissions, remained committed to aggressively expanding its oil & gas business despite global warming. During the COVID pandemic this strategy resulted in massive losses as the price and demand for oil declined. ... View Details

Keywords: Carbon Emissions; Global Warming; Impact Investment Funds; Hedge Fund Activism; Leadership Development; Business Model; Renewable Energy; Resource Allocation; Decision Choices and Conditions; Governing and Advisory Boards

05 Jul 2006
Op-Ed

Corporate Governance Activists are Headed in the Wrong Direction

votes cast in order to be elected. Contrast that, these activists warn, with the prevailing procedure that puts a candidate on a board with just a plurality of votes. They claim that under these conditions, directors can be View Details

Keywords: by Joseph Hinsey

21 Sep 2009
Research & Ideas

Excessive Executive Pay: What’s the Solution?

have their director candidates' names included on the ballots sent out by the company (dissident shareholders now must send out their own ballots); puts an end to staggered boards at all companies (boards traditionally View Details

Keywords: by Roger Thompson

2014
Article

Delaware's Choice

By: Guhan Subramanian

This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this... View Details

Keywords: Governing and Advisory Boards; Laws and Statutes; Policy; Delaware