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- July 2023 (Revised February 2024)
- Case
Equity Restructuring at Dell Technologies: Buy Out, Buy Up, Buy In (A)
By: Stuart C. Gilson and Sarah L. Abbott
In November 2018, Dell Technologies was poised to re-enter the public markets by means of a complex recapitalization that would replace an entire class of publicly-traded “tracking stock,” with new shares that would trade publicly without the need of a formal IPO. The... View Details
- January 2023
- Supplement
Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard
By: Jonas Heese and Joseph Pacelli
- January 2023
- Teaching Note
Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard
By: Jonas Heese and Joseph Pacelli
Teaching Note for HBS Case No. 123-011. View Details
- December 2022
- Article
Conflicting Interests and the Effect of Fiduciary Duty: Evidence from Variable Annuities
By: Mark Egan, Shan Ge and Johnny Tang
We examine the variable annuity market to study conflicts of interest and the effect of fiduciary duty in brokerage markets. Insurers typically pay brokers higher commissions for selling more expensive annuities. Our results indicate that sales are four times as... View Details
- July 2022 (Revised September 2024)
- Case
Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard
By: Jonas Heese, Joseph Pacelli and James Barnett
In January 2022, Microsoft announces its acquisition of the video game company Activision Blizzard, in a deal valued at $68.7 billion, which would make Microsoft the world’s third largest video game company. The deal came as Activision Blizzard faced gender pay... View Details
Keywords: Accounting; Goodwill Accounting; Analysis; Decision Making; Talent and Talent Management; Games, Gaming, and Gambling; Ethics; Leadership; Risk and Uncertainty; Mergers and Acquisitions; Lawsuits and Litigation; Entertainment and Recreation Industry; Video Game Industry; North America; California
- November 2021 (Revised November 2023)
- Background Note
Legal Analysis: Fiduciary Duties for Managers
By: J.S. Nelson and Trevor Fetter
This note describes the essential legal responsibilities of managers and company directors toward investors and other parties. These include basic fiduciary duties of loyalty, obedience, good faith and care, as well as duties that relate to... View Details
- 2020
- Working Paper
Nonprofit Boards: It Is time to Lift Your Gaze and See the System
By: Shamal Dass, Kristy Muir and V. Kasturi Rangan
Nonprofits the world over have faced significant crises in 2020, leaving them and their constituents in precarious positions. Responses to these crises have demonstrated incredible agility. However, they have also demonstrated that the first two levels of governance... View Details
- November 2020 (Revised April 2021)
- Case
Roll-Ups and Surprise Billing: Collisions at the Intersection of Private Equity and Patient Care
By: Trevor Fetter and Kira Seiger
This case describes the increasing investment by private equity (PE) firms in patient care and other healthcare services. The case focuses on investments in physician staffing firms and roll-up strategy investments in physician practice management (PPM). Included in... View Details
Keywords: Business Ventures; Acquisition; Mergers and Acquisitions; Business Model; Change; Disruption; Fluctuation; Trends; Customers; Customer Value and Value Chain; Ethics; Fairness; Finance; Equity; Insurance; Private Equity; Geography; Geographic Scope; Health; Health Care and Treatment; Markets; Demand and Consumers; Supply and Industry; Industry Structures; Ownership; Ownership Type; Private Ownership; Relationships; Agency Theory; Business and Community Relations; Business and Shareholder Relations; Business and Stakeholder Relations; Networks; Strategy; Competition; Consolidation; Expansion; Integration; Horizontal Integration; Vertical Integration; Value; Value Creation; Health Industry; Insurance Industry; United States
- December 2019 (Revised December 2020)
- Technical Note
A Short Note on Fiduciary Duties
By: Lena G. Goldberg, Rebecca Henderson and Amy W. Schulman
- August 2019 (Revised November 2019)
- Case
Sustainable Investing at J.P. Morgan Private Bank
By: Sara Fleiss and Luis Viceira
This case features Monica Issar, then Global Head of J.P. Morgan Endowments & Foundations Group in the Private Bank. In just five years, she and J.P. Morgan have grown the Outsourced Chief Investment Officer (OCIO) business from $5 billion in AUM from primarily family... View Details
- June 2019
- Article
Brokers vs. Retail Investors: Conflicting Interests and Dominated Products
By: Mark Egan
I study how brokers distort household investment decisions. Using a novel convertible bond dataset, I find that consumers often purchase dominated bonds—cheap and expensive versions of otherwise identical bonds coexist in the market. The empirical evidence suggests... View Details
- November 2018 (Revised January 2019)
- Module Note
Responsibilities to Investors (Abridged)
By: Lena G. Goldberg and Joseph L. Badaracco
This note focuses on managers’ responsibilities—economic, legal, and ethical—to investors. In capitalist and some socialist economies, these responsibilities traditionally have been grounded in fiduciary duties and are typically part of the common law or statutory law... View Details
- November 2018 (Revised December 2018)
- Case
CalSTRS Takes on Gun Violence
By: Vikram S Gandhi and Caitlin Reimers
In Spring of 2018, Chris Ailman, CIO of the $200 billion pension plan for California public school teachers (CalSTRS) was mandated by his board to “prioritize engagement with makers and retailers of firearms in California” following a series of gun-related tragedies in... View Details
- January 2018
- Background Note
Shareholder Value Maximization, Fiduciary Duties, and the Business Judgement Rule: What Does the Law Say?
By: Rebecca Henderson and Tony L He
- Article
ESG Integration in Investment Management: Myths and Realities
By: Sakis Kotsantonis, Christopher Pinney and George Serafeim
The authors’ aim in this article is to set the record straight on the financial performance of sustainable investing while also correcting a number of other widespread misconceptions about this rapidly growing set of principles and methods.
Myth Number 1:... View Details
- Article
Professionalism, Fiduciary Duty, and Health-Related Business Leadership
Expanding fiduciary duty to leaders of health-related businesses can help leaders meet the challenges of caring for not only the corporation and shareholders but also the patients and medical professionals. How should leaders of health-related businesses weigh the... View Details
- 2014
- Chapter
Promoting Corporate Sustainability through Integrated Reporting: The Role of Investment Fiduciaries and the Responsibilities of the Corporate Board
By: Robert G. Eccles, J. Herron and George Serafeim
This book is a comprehensive reference work exploring recent changes and future trends in the principles that govern institutional investors and fiduciaries. A wide range of contributors offer new perspectives on dynamics that drive the current emphasis on short-term... View Details
- February 2014 (Revised October 2014)
- Case
ISS A/S: The Buyout
By: Clayton Rose, Carsten Bienz and Lucy White
Provides the opportunity to value a leveraged buy-out; and to examine the nature and extent of a company's responsibilities to its bondholders. Here, the context is a "going private" transaction in Europe, where the financing plan called for the addition to the... View Details
Keywords: LBO; Private Equity; Contracts; Global Business; International Business; Finance; Ethics; Law; Service Industry; Europe
- January 2014 (Revised October 2014)
- Supplement
Mittal Steel's Pursuit of Arcelor (B)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details
- January 2014 (Revised September 2015)
- Case
Mittal Steel's Pursuit of Arcelor (A)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details