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Show Results For
-
All HBS Web
(680)
- News (97)
- Research (503)
- Events (2)
- Multimedia (2)
- Faculty Publications (206)
- March 2012 (Revised September 2014)
- Supplement
Clarks at a Crossroads (B)
By: John A. Davis and Suzanne Stroh
Clarks (B) summarizes the results of the shareholders vote described in the (A) case.
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Davis, John A., and Suzanne Stroh. "Clarks at a Crossroads (B)." Harvard Business School Supplement 812-114, March 2012. (Revised September 2014.)
- June 2007 (Revised April 2008)
- Case
Say on Pay
By: Jay W. Lorsch, V.G. Narayanan and Alexis Chernak
Briefly describes the trend in 2006 and 2007 in the United States to give shareholders an advisory vote on executive compensation. Highlights a few examples where shareholders have successfully garnered a majority in support of an advisory vote measure on company proxy...
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Keywords:
Voting;
Corporate Governance;
Governing and Advisory Boards;
Executive Compensation;
Business and Government Relations;
Business and Shareholder Relations;
United States
Lorsch, Jay W., V.G. Narayanan, and Alexis Chernak. "Say on Pay." Harvard Business School Case 407-129, June 2007. (Revised April 2008.)
- January 2014 (Revised January 2014)
- Case
Showdown at Cracker Barrel
By: Suraj Srinivasan and Tim Gray
In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a...
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Keywords:
Boards;
Activist Investors;
Proxy Battles;
Shareholder Activism;
Peer Firm;
Ratio Analysis;
Financial Accounting;
Financial Analysis;
Board Of Directors;
Boards Of Directors;
Financial Intermediaries;
Financial Analysts;
CEO Turnover;
New CEO;
Peer Groups;
Hedge Fund;
Hedge Funds;
Proxy Contest;
Proxy Fight;
Proxy Advisor;
Proxy Battle;
Financial Statement Analysis;
Financial Strategy;
Corporate Governance;
Corporate Disclosure;
Governing and Advisory Boards;
Competition;
Valuation;
Business Strategy;
Value Creation;
Business and Shareholder Relations;
Financial Reporting;
Financial Statements;
Retail Industry;
Food and Beverage Industry;
United States
Srinivasan, Suraj, and Tim Gray. "Showdown at Cracker Barrel." Harvard Business School Case 114-026, January 2014. (Revised January 2014.)
- Research Summary
Current Research: Issues in Corporate Governance
Effectiveness of shareholder voting
Reform of shareholder voting is a key component of legislation arising from the financial crisis of 2008. Professor Gow examines the effect of shareholder voting on corporate actions, particularly on...
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- 2009
- Book
Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950
By: Aldo Musacchio
In Experiments in Financial Democracy, I challenge the idea that it was colonial institutions that sent Brazil, a civil law country, down a particular path of corporate governance and finance. Detailed archival research reveals significantly different patterns of...
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Keywords:
Private Equity;
Investment;
Corporate Governance;
Governing Rules, Regulations, and Reforms;
Business History;
Business and Shareholder Relations;
Brazil
Musacchio, Aldo. Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950. Cambridge University Press, 2009.
- July 2020 (Revised March 2021)
- Case
Board Diversity at Amazon (A)
By: Aiyesha Dey and Anu Atluru
The case revolves around the decisions that the board of directors of ecommerce giant Amazon would need to make in response to the controversial letter that activist shareholder CtW investment group sent to Amazon’s shareholders, urging them to vote in favor of a...
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Keywords:
Board Of Directors;
Boards;
Governing and Advisory Boards;
Diversity;
Gender;
Race;
United States
Dey, Aiyesha, and Anu Atluru. "Board Diversity at Amazon (A)." Harvard Business School Case 121-012, July 2020. (Revised March 2021.)
- 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...
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Keywords:
Independent Directors;
Litigation Risk;
Class Action Lawsuits;
Director Accountability;
Reputation;
Boards Of Directors;
Corporate Governance;
Debt Securities;
Corporate Accountability;
Lawsuits and Litigation
Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Journal of Financial Economics 111, no. 2 (February 2014): 430–449.
- 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...
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Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Working Paper, 2013. (Harvard Business School Working Paper, No. 13-104, June 2013.)
- 03 Nov 2013
- News
The (advisory) ties that bind executive pay
- August 2009 (Revised August 2010)
- Supplement
Eddie Bauer (B)
By: Paul M. Healy, Sharon P. Katz and Aldo Sesia
In February 2007, shareholders of Eddie Bauer, the specialty apparel retailer, were scheduled to vote on management's proposed sale of the company to two private equity firms. More than 50% of outstanding shares in Eddie Bauer needed to be voted in favor of the deal...
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Keywords:
Financial Statements;
Mergers and Acquisitions;
Governing and Advisory Boards;
Privatization;
Valuation;
Apparel and Accessories Industry;
Retail Industry;
United States
Healy, Paul M., Sharon P. Katz, and Aldo Sesia. "Eddie Bauer (B)." Harvard Business School Supplement 110-009, August 2009. (Revised August 2010.)
- Web
Doing Business in a Divided World: The Changing Role & Responsibilities of the American Firm - Institute for the Study of Business in Global Society
Doing Business in a Divided World: The Changing Role & Responsibilities of the American Firm Doing Business in a Divided World: The Changing Role & Responsibilities of the American Firm 21 Oct 2022 By invitation only Overview Preliminary Agenda Location: Detroit, MI...
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- 05 Jul 2006
- Op-Ed
Corporate Governance Activists are Headed in the Wrong Direction
director nominations from the floor often exceed the board "slots" to be filled. Nominees receiving the highest number of votes (albeit perhaps not a majority) are elected under the plurality rule. View Details
Keywords:
by Joseph Hinsey
- July 2011 (Revised September 2011)
- Case
CEO Compensation at GE: A Decade with Jeff Immelt
By: V.G. Narayanan and Lisa Brem
When ISS, a large shareholder advisory group, recommended a "no" vote on Jeff Immelt's award of 2 million stock options in April 2011, GE's compensation committee had to decide whether to rescind or amend the award or ignore the ISS recommendation. Was Immelt's 2010...
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Keywords:
Budgets and Budgeting;
Stock Options;
Stock Shares;
Annual Reports;
Executive Compensation;
Compensation and Benefits;
Business and Shareholder Relations;
Performance Evaluation;
Corporate Governance;
Corporate Accountability;
Energy Industry;
Financial Services Industry
Narayanan, V.G., and Lisa Brem. "CEO Compensation at GE: A Decade with Jeff Immelt." Harvard Business School Case 112-003, July 2011. (Revised September 2011.)
- December 2010
- Article
Rating the Ratings: How Good are Commercial Governance Ratings?
By: Robert M. Daines, Ian D. Gow and David F. Larcker
Proxy advisory and corporate governance rating firms (such as RiskMetrics/Institutional Shareholder Services, GovernanceMetrics International, and The Corporate Library) play an increasingly important role in U.S. public markets. They rank the quality of firm corporate...
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Keywords:
Corporate Governance;
Markets;
Rank and Position;
Quality;
Business and Shareholder Relations;
Voting;
Change;
Information;
Outcome or Result;
United States
Daines, Robert M., Ian D. Gow, and David F. Larcker. "Rating the Ratings: How Good are Commercial Governance Ratings?" Journal of Financial Economics 98, no. 3 (December 2010): 439–461.
- Research Summary
Say on Pay
By: Jay W. Lorsch
This project is examining, on a continuing basis, the evolving practice of allowing shareholders to have a vote on top executive compensation. The expected product will be an article explaining the limitations of this effort to give shareholders voice.
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- June 2009
- Supplement
Executive Remuneration at Royal Dutch Shell (B)
By: Jay W. Lorsch and Kaitlyn Simpson
At the 2009 Shell annual meeting, the majority of shareholders vote against the exclusive pay package. The B case compares the remuneration committee perspective (and their rationale for using discretion to award the bonuses) as well as the shareholder perspective (and...
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Keywords:
Voting;
Corporate Governance;
Governance Controls;
Executive Compensation;
Business and Shareholder Relations;
Perspective;
Energy Industry
Lorsch, Jay W., and Kaitlyn Simpson. "Executive Remuneration at Royal Dutch Shell (B)." Harvard Business School Supplement 409-127, June 2009.
- February 2020 (Revised June 2020)
- Case
Shaping the Governance Debate at ISS
By: Suraj Srinivasan, Jonah S. Goldberg and Calvin O. Liou
ISS is the world’s largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of...
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Keywords:
Proxy Advisory Services;
Corporate Governance;
Research;
Investment;
Governing Rules, Regulations, and Reforms;
Business and Shareholder Relations;
Institutional Investing
Srinivasan, Suraj, Jonah S. Goldberg, and Calvin O. Liou. "Shaping the Governance Debate at ISS." Harvard Business School Case 120-085, February 2020. (Revised June 2020.)
- June 2016
- Article
Corporate Governance and Executive Compensation for Corporate Social Responsibility
By: Bryan Hong, Zhichuan (Frank) Li and Dylan B. Minor
We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility (CSR) to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation...
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Keywords:
Corporate Social Responsibility;
Incentives For CSR;
Non-financial Performance Measures;
Agency Costs;
Board Independence;
Institutional Holdings;
Managerial Power;
Motivation and Incentives;
Corporate Social Responsibility and Impact;
Executive Compensation;
Corporate Governance
Hong, Bryan, Zhichuan (Frank) Li, and Dylan B. Minor. "Corporate Governance and Executive Compensation for Corporate Social Responsibility." Journal of Business Ethics 136, no. 1 (June 2016): 199–213.
- December 2011 (Revised May 2015)
- Case
Aviva Investors
By: George Serafeim
The Aviva Investors case describes the challenge of integrating sustainability considerations into the strategy and business practices of companies and into the decision making process of the investment community. Steve Waygood, Chief Responsible Investment Officer at...
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Keywords:
Investing;
Investment Management;
Shareholder Activism;
Disclosure;
Stock Exchanges;
Sustainability;
Sustainable Development;
Sustainability Reporting;
ESG;
ESG (Environmental, Social, Governance) Performance;
Social Impact;
Activism;
Investment;
Management;
Business and Shareholder Relations;
Environmental Sustainability;
United Kingdom
Serafeim, George, Robert G. Eccles, and Kyle Armbrester. "Aviva Investors." Harvard Business School Case 112-047, December 2011. (Revised May 2015.)
- March 2009
- Supplement
Groupe Eurotunnel S.A. (B): Restructuring Under the Procedure de Sauvegarde
By: Stuart C. Gilson, Vincent Marie Dessain and Sarah Abbott
In mid-2007 the chairman and CEO of Eurotunnel Group, having elected to file for bankruptcy under a newly-enacted French insolvency law, awaits the outcome of a vote by creditors and shareholders. At least 50% of the shareholders must approve the plan, however they...
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Keywords:
Restructuring;
Capital Structure;
Insolvency and Bankruptcy;
Law;
Valuation;
Assets;
Investment Funds;
Voting;
Business and Shareholder Relations;
Ownership;
Outcome or Result;
France
Gilson, Stuart C., Vincent Marie Dessain, and Sarah Abbott. "Groupe Eurotunnel S.A. (B): Restructuring Under the Procedure de Sauvegarde." Harvard Business School Supplement 209-113, March 2009.