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• Working Paper | HBS Working Paper Series | 2013

  Independent Directors' Dissent on Boards: Evidence from Listed Companies in China

  Juan Ma and Tarun Khanna

  In this paper, we examine the circumstances under which so-called "independent" directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public investors. We find that when independent directors dissent, they tend to offer mild, subjective justifications. Overt criticism of the management team is rare. Next, we ask when an independent director is more likely to dissent and who is more likely to dissent. Controlling for firm and board characteristics, we find that independent directors' dissent is associated with breakdown of social ties between the independent director and the board chairperson, who is at the center of the board bureaucracy in China. Dissent is more likely to occur when the chairperson who appointed the independent director has left the board. Dissent also tends to occur at the end of board "games", defined as a 60-day window prior to departure of the board chairperson or departure of the independent director herself. The endgame effect is particularly strong, seeing 27% of the dissent issued at board "endgames" which represents only 4% of independent directors' average tenure. While directors with foreign experience are more likely to dissent, we do not find that academics, accountants and lawyers are significantly more active in dissenting. Lastly, we show that dissent is consequential to the director and the firm. For directors, we show that dissent is significantly associated with the likelihood of exiting the director labor market. For firms, we document an economically and statistically significant cumulative abnormal return of -0.97% around announcement of dissent. Although the literature has suggested that dissent might be reflective of diverse viewpoints, and perhaps beneficial in and of itself through reduction of firm variability, we do not find this offsetting beneficial effect to be strong.

  Keywords: corporate governance; independent directors; China; China; Asia;

  Citation:

  Ma, Juan, and Tarun Khanna. "Independent Directors' Dissent on Boards: Evidence from Listed Companies in China." Harvard Business School Working Paper, No. 13–089, April 2013. (Revised May 2013.)

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• Case | HBS Case Collection | 2013 (Revised from original 2008 version)

  Bernd Beetz: Creating the New Coty

  Geoffrey Jones and David Kiron

  Considers the creation of the world's largest fragrance company by Bernd Beetz, appointed chief executive of Coty Inc. in 2001. In 1990 the German consumer goods company Benkiser began acquiring fragrance and cosmetics brands with the intent of developing a beauty business. These included the long-established, but relatively small, U.S. fragrance company Coty. In 1996 the beauty business was spun off under the name Coty. When Beetz was hired as chief executive, it was still a fragmented collection of recently acquired brands. The case describes how Beetz re-ignited the dormant celebrity fragrance business with the successful launch of a new Jennifer Lopez fragrance line. Fashioning a new entrepreneurial culture based on the principles of "faster, further, freer," Coty hired longstanding executives from other firms and liberated their entrepreneurial capabilities, refreshing brands which had been tarnished into a global mass color cosmetics brand. In 2005 the acquisition of Calvin Klein from Unilever, and its renewal, catapulted Coty into the position of the world's largest fragrance company. The case provides an opportunity to examine the entrepreneurial, cultural, and organizational factors which enable acquired brands and employees to be re-invigorated and molded into a dynamic new global business. It asks if the cultural and other factors behind its rapid growth can sustain the company as it seeks growth much further as a top-five beauty company.

  Keywords: Mergers and Acquisitions; Entrepreneurship; Globalized Firms and Management; Growth and Development Strategy; Corporate Strategy; Beauty and Cosmetics Industry; Germany; United States;

  Citation:

  Jones, Geoffrey, and David Kiron. "Bernd Beetz: Creating the New Coty." Harvard Business School Case 808-133, April 2013. (Revised from original June 2008 version.)

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• Case | HBS Case Collection | 2013 (Revised from original 2009 version)

  Christian Dior: A New Look for Haute Couture

  Geoffrey Jones and Veronique Pouillard

  The case describes the foundation of Christian Dior, the leading Parisian fashion house, in 1946 and its subsequent globalization strategy. After explaining the historical origins of France's preeminence in upscale fashion, the case explores the challenges to this position from New York after World War 2, and the importance of Christian Dior's New Look in restoring French fashion to world leadership. The case examines, in particular, Dior's innovative strategy to combine a high-fashion business in Paris with a ready-to-wear business in New York, and his subsequent pursuit of licensing opportunities in jewelry and other luxury products. The case provides an opportunity to explore the role of creativity in the luxury fashion industry, and the challenges and opportunities of globalizing such an industry.

  Keywords: Global Strategy; Globalized Firms and Management; Globalized Markets and Industries; Business History; Innovation Strategy; Luxury; Fashion Industry; France; New York (city, NY);

  Citation:

  Jones, Geoffrey, and Veronique Pouillard. "Christian Dior: A New Look for Haute Couture." Harvard Business School Case 809-159, April 2013. (Revised from original June 2009 version.)

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