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• Case | HBS Case Collection | 2013

  Hess Corporation

  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 was distracted by ventures outside its core exploration and production business. Further it argued that John Hess, CEO and son of the founder, was more interested in "maintaining a family dynasty than instilling accountability and addressing chronic underperformance."

  Keywords: takeover attempt; board; Hess; North and Central America;

  Citation:

  Lorsch, Jay W., and Kathleen Durante. "Hess Corporation." Harvard Business School Case 413-126, June 2013.

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• Case | HBS Case Collection | 2013

  Procter & Gamble

  Jay W. Lorsch and Kathleen Durante

  On July 12, 2012, Bill Ackman's Pershing Square Capital Management announced publicly that it had purchased about $2 billion of Procter and Gamble (P&G) stock. Shares in the company closed up 3.75% the day the disclosure was made public. Ackman told the New York Times that Pershing would be a major P&G shareholder. "We think it's an underrated stock," he said. "We think there is a lot of great opportunity there."

  During the next several months there was little or no public discussion of the matter although people familiar with the situation reported that Ackman held conversations with P&G directors individually. Then, on April 24, 2013, P&G announced that its 3rd quarter earnings had risen 6%. However its 4th quarter forecast fell short of Wall Street's expectations. Shares fell 5% based on this outlook. P&G results were lagging its peers by 4% in 2012 and 2% in the first quarter of 2013.

  Then, abruptly in late May, CEO Robert A. McDonald, who was 59, resigned. The board selected A.J. Lafley, (65) who had been McDonald's predecessor to return to lead the company. There was speculation about how long Lafley would stay and in what direction he would take the company. On June 6th, P&G announced that Lafley had appointed four senior executives to lead the company's major businesses, reporting directly to him.

  Keywords: Ackman; P＆G; Pershing Square Capital Managment; Consumer Products Industry;

  Citation:

  Lorsch, Jay W., and Kathleen Durante. "Procter & Gamble." Harvard Business School Case 413-127, June 2013.

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• Case | HBS Case Collection | 2013 (Revised from original 2012 version)

  Olympus (A)

  Jay W. Lorsch, Suraj Srinivasan and Kathleen Durante

  As 2012 approached, the woes of the financial crisis seemed to be fading, companies were resuming business as usual, and some of the scrutiny on corporate governance practices began to recede as well. That is until another major financial scandal emerged in Japan in the fall of 2011. It was slowly revealed that the 92-year-old camera and medical photo-imaging company, Olympus, had been hiding its losses for more than a decade—to the tune of $1.7 billion—long before the current economic pressures, slow job growth, and poor investor confidence plagued the global economy. The fraud renewed the focus on corporate governance policies worldwide, but especially in Japan, where the lack of board independence and a deep-rooted corporate culture entrenched in personal loyalties fostered an environment that made it difficult for scandals such as this to be unveiled, let alone for whistleblowers to come forward about them.

  Keywords: accounting; corporate governance; Accounting; Corporate Governance; Electronics Industry; Health Industry; Japan;

  Citation:

  Lorsch, Jay W., Suraj Srinivasan, and Kathleen Durante. "Olympus (A)." Harvard Business School Case 413-040, March 2013. (Revised from original October 2012 version.)

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