Jay W. Lorsch

Louis E. Kirstein Professor of Human Relations

Jay W. Lorsch is the Louis Kirstein Professor of Human Relations at the Harvard Business School. He is editor of The Future of Boards: Meeting the Governance Challenges of the Twenty-First Century (2012) He is the author of over a dozen books, the most recent of which are Back to the Drawing Board: Designing Boards for a Complex World (with Colin B. Carter, 2003), Aligning the Stars: How to Succeed When Professionals Drive Results (with Thomas J. Tierney, 2002), and Pawns or Potentates: The Reality of America's Corporate Boards (1989). Organization and Environment (with Paul R. Lawrence) won the Academy of Management's Best Management Book of the Year Award and the James A. Hamilton Book Award of the College of Hospital Administrators in 1969.

Having taught in all of Harvard Business School's educational programs, he was Chairman of the Doctoral Programs, Senior Associate Dean and Chair of the Executive Education Programs from 1991-1995, Senior Associate Dean and Director of Research from 1986-1991, Chairman of the Advanced Management Programs from 1980-1985, and prior to that was Chairman of the Organizational Behavior Unit. He is currently Chairman of the Harvard Business School Global Corporate Governance Initiative and Faculty Chairman of the Executive Education Corporate Governance Series. As a consultant, he has had as clients such diverse companies as Applied Materials, Berkshire Partners, Biogen Idec, Citicorp, Cleary Gottlieb, Steen & Hamilton LLP, Deloitte Touche, DLA Piper Rudnick, Goldman Sachs, Kellwood Company, MassMutual Financial Group, Tyco International, Shire Pharmaceuticals and Sullivan & Cromwell LLC. He is a member of the Board of Directors of New Sector Alliance as well as The Antioch Review National Advisory Board. He formerly served on the boards of Benckiser (now Reckitt Benckiser), Blasland Bouck & Lee Inc., Brunswick Corporation, Sandy Corporation and CA, Inc.; he also served on the Advisory Board of U.S. Foodservice. He currently serves on the Board of Trustees of Antioch College and Cambridge at Home, as well as the Global Advisory Board of the Women's Tennis Association.

He is a graduate of Antioch College (1955) with a M.S. degree in Business from Columbia University (1956) and a Doctor of Business Administration from Harvard Business School (1964). At Columbia, he was a Samuel Bronfman Fellow in Democratic Business Administration. From 1956-59, he served as a Lieutenant in the U.S. Army Finance Corps.

Professor Lorsch is a Fellow of the American Academy of Arts & Sciences.

Books

  1. The Future of Boards: Meeting the Governance Challenges of the Twenty-First Century

    This book is a collection of chapters written by Harvard Business School faculty and alums who have experience with corporate boards. It will provide a uniquely HBS perspective on the future of boards.

    Keywords: corporate governance; boards of directors; compensation; succession; Governing and Advisory Boards; Books; Perspective; Governance;

    Citation:

    Lorsch, Jay W., ed. The Future of Boards: Meeting the Governance Challenges of the Twenty-First Century. Boston, MA, USA: Harvard Business Review Press, 2012. View Details

Journal Articles

  1. How to Outsmart Activist Investors

    We offer opinions on how management and corporate boards of directors can best manage investor relations with activist stockholders such as hedge funds who are demanding major changes within a corporation to improve stockholder return. Beverage industry firm PepsiCo is cited in support of the contention that creating and maintaining a long-term strategic plan is of value in thwarting such investors. Executives and directors are advised to analyze their corporations from the point of view of an activist investor, to create harmony within the board of directors, and to measure performance against specific and publicly stated goals.

    Keywords: Investment Activism;

    Citation:

    George, Bill, and Jay W. Lorsch. "How to Outsmart Activist Investors." Harvard Business Review 92, no. 5 (May 2014): 88–95. View Details
  2. America's Changing Corporate Boardrooms: The Last Twenty-Five Years

    This article outlines several significant changes in corporate boardrooms over the past twenty-five years and uses those lessons to propose a thought experiment about how boards can be shaped in the future. Professor Lorsch argues that the major problems in the last twenty-five years have been the negative, unindended consequences of reforms and the inability to balance the interests of the various stakeholders. Future policymakers should turn their attention to resolving these issues, because they have the potential to thwart other attempts at progress.

    Keywords: boards of directors; BEST practices; stakeholder engagement; Governing and Advisory Boards; Problems and Challenges; Business and Stakeholder Relations; Change;

    Citation:

    Lorsch, Jay W. "America's Changing Corporate Boardrooms: The Last Twenty-Five Years." Harvard Business Law Review 3, no. 1 (Spring 2013): 119–134. View Details
  3. The Future of Boards: Meeting the Governance Challenges of the 21st Century

    Predicting the challenges boards will face in the years ahead requires an understanding of how they and the governance they have provided has evolved in past years, as well as the challenges they face in the years ahead. Since I have been serving on and doing research about public company boards over the past twenty-five years, I believe I have a clear sense of the state of corporate governance in the United States and in much of Western Europe. Not surprisingly, my crystal ball for predicting future developments and demands on boards cannot be so clear.

    Keywords: boards of directors; corporate governance; governance; succession; compensation; Governing and Advisory Boards;

    Citation:

    Lorsch, Jay W. "The Future of Boards: Meeting the Governance Challenges of the 21st Century." European Financial Review (August–September 2012), 2–4. View Details
  4. What Good Are Shareholders?

    The article looks at the role outside shareholders play in corporate governance in the U.S., and the relationship between companies' shareholders and managers, as of 2012. It recounts the shift beginning in the 1970s toward shareholders claiming an increasing amount of power relative to corporate managers. The authors argue that shareholders have not benefited much from the trend. They suggest that shareholders as a category are not well positioned to guide corporate decisions or to discipline management. They also discuss problems in two other roles shareholders play with respect to corporations, as a source of funds and as aggregators of information about corporations by way of their decisions to buy or sell stock.

    Keywords: corporate governance; shareholder activism; Business and Shareholder Relations; Investment Activism; Corporate Governance; Decision Making; Managerial Roles; United States;

    Citation:

    Fox, Justin, and Jay W. Lorsch. "What Good Are Shareholders?" R1207B. Harvard Business Review 90, nos. 7-8 (July–August 2012): 49–57. View Details

Book Chapters

  1. A Contingency Theory of Leadership

    The idea of a contingency theory of leadership is not novel. In the 1960s several scholars conducted research and proposed such an approach arguing that the style of leadership that would be most effective depended upon the situation (Fiedler, Tannenbaum and Schmidt, and Vroom and Yetton). This work was an integral part of the wave of organizational behavior research that led to what we labeled a "Contingency Theory" of organizations at the time. Like much of the early contingency work, these efforts on leadership suffered from some limitations. First, while there was an agreement that the appropriate leadership style did depend on situational contingencies, there was not complete agreement about what such factors were. For example, all three of the authors cited indicated that the appropriate leadership style did depend upon the nature of the task, specifically how certain or uncertain it was. However Vroom and Yetton defined the task as decision making, while the others were not so specific about the type of task.

    Keywords: Leadership Style; Situation or Environment; Behavior; Theory;

    Citation:

    Lorsch, Jay W. "A Contingency Theory of Leadership." Chap. 15 in Handbook of Leadership Theory and Practice, edited by Nitin Nohria and Rakesh Khurana. Harvard Business Press, 2010. View Details
  2. Governance Information in Knowledge-Based Companies

    Keywords: Corporate Governance; Knowledge Management; Information Management; Information Industry;

    Citation:

    Lorsch, Jay W. "Governance Information in Knowledge-Based Companies." Chap. 14 in Knowledge Creation and Management: New Challenges for Managers, edited by Kazuo Ichijo and Ikujiro Nonaka, 229–239. New York: Oxford University Press, 2006. View Details

Working Papers

Cases and Teaching Materials

  1. McKinsey & Co. - Protecting its Reputation (B)

    Keywords: board; McKinsey; reputation; corporate governance; risk management; CONSULTING firms; risk; Risk assessment; partnerships; insider trading; confidentiality; personal investing; Reputation; Corporate Accountability; Corporate Governance; Management Practices and Processes; Risk Management; Construction Industry; United States; California;

    Citation:

    Lorsch, Jay, and Emily McTague. "McKinsey & Co. - Protecting its Reputation (B)." Harvard Business School Supplement 415-022, July 2014. View Details
  2. McKinsey & Co. - Protecting its Reputation (A)

    On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda, discussed the Galleon Group insider-trading trial and the recent allegations against the Firm's former Managing Director, Rajat Gupta. Three months earlier Senior Partner, Anil Kumar, pled guilty to providing confidential information about McKinsey clients he served to Galleon Group founder Raj Rajaratnam. The McKinsey Partners were shocked and dismayed by the actions of Kumar, as well as the recent allegations against Gupta and were closely monitoring the situation. Could a former Managing Director of their Firm have conspired to enable insider trading? And if so, what did that mean for the future of the Firm?

    Keywords: board; McKinsey; reputation; corporate governance; risk management; CONSULTING firms; risk; Risk assessment; partnerships; insider trading; confidentiality; personal investing; Reputation; Corporate Accountability; Corporate Governance; Management Practices and Processes; Risk Management; Consulting Industry; United States; California;

    Citation:

    Lorsch, Jay, and Emily McTague. "McKinsey & Co. - Protecting its Reputation (A)." Harvard Business School Case 415-021, July 2014. View Details
  3. United Rentals (A)

    In December 1997 United Rentals (URI) went public on the NYSE. Ten years later, during the peak of the economic meltdown, the company's performance was in decline. United Rentals had experienced its share of problems in the prior years and was still struggling to emerge from this turmoil.

    In the spring of 2008, the recession had decimated the company's core business, construction equipment rental. The economic downturn resulted in a significant decrease in North American construction and industrial activities and had adversely affected the company's revenues and operating result. The stock of the company quickly fell from the mid-$30 range in late 2007 to $3 in March 2009. In addition, two of the company's former chief financial officers had been charged with securities fraud and other violations, by both the U.S. Attorney's office and the SEC.

    The Board was faced with the resignation of the founder and chairman, management succession issues, the failed merger with Cerberus, and the lawsuit in Delaware. The Board was responsible for overseeing the change in a number of senior management and board positions which became increasingly difficult due to the turmoil and poor performance of the company. Recruiting and retaining talent in senior management and the board was central to the success of the company, which relied on their people for strong performance. In addition the company's total indebtedness was approximately $3.3 billion, including $146 million of subordinated convertible debenture. The company's substantial indebtedness had the potential to have adverse consequences in a number of ways, including: increase their vulnerability to adverse economic, industry or competitive developments; require the company to devote a substantial portion of their cash flow to debt service, reduce the funds available for other purposes; limit their ability to obtain additional financing; and decrease their profitability or cash flow. And the company was still dealing with multiple purported class action and derivative lawsuits that had been filed against it. It was during this time the board started looking for candidates both for the CEO and Chairman positions.

    Keywords: corporate governance; board of directors; board dynamics; accounting fraud; governance; board committees; Merger; Corporate Governance; Construction Industry; United States;

    Citation:

    Lorsch, Jay W., Kathleen Durante, and Emily McTague. "United Rentals (A)." Harvard Business School Case 414-043, September 2013. View Details
  4. United Rentals (B)

    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 transaction that was perhaps the ultimate fulfillment of the founders' original vision. She was reminded of the company's founding just 15 years earlier and its meteoric growth. With a considerable sense of achievement and satisfaction, she reflected on her tenure as board chair commencing five years ago. Elected to the board in 2006 and then unanimously selected by her peers as Chairman in June 2008, Britell led the board through the aftermath of a tumultuous period that included senior management and board changes, a SEC investigation, financial restatements, the jilting of the company by Cerberus Capital Management in a transaction to acquire URI, and the deepest recession to hit the global economy since the Great Depression. At the meeting, stockholders would be asked to consider approval of a merger agreement between URI, the largest equipment rental company in the world, with RSC, the second largest equipment rental company in the world and URI's largest competitor. The meeting would mark the triumph of a new governance model and company strategy whose development and implementation Britell and CEO Michael Kneeland had led. As Britell reflected on the hard won gains, she also looked forward to the challenges and opportunities that lay ahead as the company managed the integration of RSC's operations with URI and the integration of three new board members from the acquired company. She also reflected on how governance and strategy could continue to evolve as the company planned for the next five years.

    Keywords: corporate governance; boards of directors; board committees; chairman; Governing and Advisory Boards; Corporate Governance; Construction Industry; North America;

    Citation:

    Lorsch, Jay W., and Kathleen Durante. "United Rentals (B)." Harvard Business School Supplement 414-031, July 2013. (Revised October 2013.) View Details
  5. Procter & Gamble

    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. (Revised August 2013.) View Details
  6. Hess Corporation

    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. View Details
  7. McKinsey & Company

    In early 2013 the leaders of McKinsey & Co., were reflecting, as they did periodically, on the path forward for their firm. Founded in Chicago in 1926 by James O. McKinsey (Mac), with only a small staff in one office, the firm had grown to be a global company with more than 17,000 firm members, including more than 9,000 consultants. It was arguably the world's preeminent management consulting firm. This case describes the history of events and decisions which have led to this enviable record of success, and poses the questions before the firm's senior leaders in 2013. What should be their path forward? Could the firm continue to grow successfully with its current strategy, organization, and culture?

    Keywords: CONSULTING firms; McKinsey; professional service firm; Marvin Bower; Strategy; Governance; Consulting Industry;

    Citation:

    Lorsch, Jay W., and Kathleen Durante. "McKinsey & Company." Harvard Business School Case 413-109, May 2013. (Revised August 2013.) View Details
  8. Olympus (B)

    This case outlines Michael Woodford's awards and honors, after having been fired from Olympus in October 2011. It discusses the repercussions following an investigation into the fraud and the report that was released thereafter. It also discusses the lawsuit that followed (filed by Woodford against Olympus), its settlement, and the new Olympus board and the fate of the Olympus executives who were at Olympus while the scandal occurred.

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

    Citation:

    Lorsch, Jay W., Suraj Srinivasan, and Kathleen Durante. "Olympus (B) ." Harvard Business School Supplement 413-075, October 2012. View Details
  9. The Dow Acquisition of Rohm and Haas (A)

    The Rohm and Haas Board decided how to move forward after its largest shareholder chose to sell all of its shares in the company.

    Keywords: Governing and Advisory Boards; Leadership; Management Teams; Ownership Stake; Business and Shareholder Relations; Chemical Industry;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (A)." Harvard Business School Case 411-001, August 2010. (Revised March 2012.) View Details
  10. The Dow Acquisition of Rohm and Haas (B)

    The Dow Board made a bid for Rohm and Haas Company in order to transition its portfolio away from commodity chemicals towards specialty chemicals.

    Keywords: Mergers and Acquisitions; Investment Portfolio; Governing and Advisory Boards; Chemical Industry;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (B)." Harvard Business School Supplement 411-002, August 2010. (Revised March 2012.) View Details
  11. The Dow Acquisition of Rohm and Haas (C)

    The global economy entered a crippling recession in the fourth quarter of 2008 and Dow lost its primary source of funding for its planned acquisition of Rohm and Haas.

    Keywords: Mergers and Acquisitions; Financial Crisis; Financing and Loans; Chemical Industry;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (C)." Harvard Business School Supplement 411-003, August 2010. (Revised March 2012.) View Details
  12. The Dow Acquisition of Rohm and Haas (D)

    Dow's board and management team worked on arranging appropriate financing to complete the acquisition of Rohm and Haas. Meanwhile, the board of Rohm and Haas filed suit against Dow after it delayed the completion of the acquisition.

    Keywords: Mergers and Acquisitions; Financing and Loans; Governing and Advisory Boards; Lawsuits and Litigation; Management Teams; Chemical Industry;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (D)." Harvard Business School Supplement 411-004, August 2010. (Revised March 2012.) View Details
  13. The Dow Acquisition of Rohm and Haas (E)

    Dow completed the acquisition of Rohm and Haas and escaped a battle in a Delaware courtroom

    Keywords: Mergers and Acquisitions; Legal Liability; Managerial Roles; Complexity;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (E)." Harvard Business School Supplement 411-005, August 2010. (Revised March 2012.) View Details
  14. Boardroom Change in Norway

    In 2003, the Norwegian Parliament amended the Public Limited Companies Act in order to achieve greater representation of women on corporate boards. According to the amendment, all state-owned companies and public limited companies were required to have at least 40% women on their boards. This case uses first-hand accounts from Norwegian directors to document the Norwegian business community's reaction to the quota, how Norwegian boards sought women directors, and the transferability of the quota law to other nations.

    Keywords: Laws and Statutes; Gender Characteristics; Corporate Governance; Norway;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "Boardroom Change in Norway." Harvard Business School Case 411-089, April 2011. (Revised December 2013.) View Details
  15. RiskMetrics Group

    RiskMetrics Group, a risk and governance consultancy, had a great deal of influence on U.S. companies. This case examines the history and growth of the company, the governance services it offers, the extent of its impact on shareholders, the controversy surrounding its conflicts of interest, and the impact it has had on directors.

    Keywords: Conflict of Interests; Risk Management; Governing and Advisory Boards; Corporate Governance; Power and Influence; Consulting Industry; United States;

    Citation:

    Lorsch, Jay W., and Kaitlyn Simpson. "RiskMetrics Group." Harvard Business School Case 410-008, July 2009. (Revised June 2011.) View Details
  16. Trouble in Islandia; Computer Associates 2001 - 2004

    The Board of Directors of Computer Associates deals with pressure from the U.S. Department of Justice as its members try to gain better insight into the accounting practices of the company's top management team.

    Keywords: Problems and Challenges; Corporate Governance; Management Teams; Ethics; Practice; Florida; United States;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "Trouble in Islandia; Computer Associates 2001 - 2004." Harvard Business School Case 411-112, June 2011. View Details
  17. Hewlett-Packard Company: CEO Succession in 2010

    Mark Hurd resigned as the CEO of Hewlett Packard in 2010 after the board discovered that he had misfiled expense reports and paid an H.P. contractor for unsubstantiated work. After Hurd left H.P., he joined Oracle, an H.P. competitor. Soon thereafter, the H.P. board appointed a new CEO following an eight-week search.

    Keywords: Ethics; Governing and Advisory Boards; Leadership Development; Management Succession; Competitive Strategy; Technology Industry;

    Citation:

    Lorsch, Jay W., Krishna G. Palepu, and Melissa Barton. "Hewlett-Packard Company: CEO Succession in 2010." Harvard Business School Case 411-056, October 2010. (Revised July 2012.) View Details
  18. American International Group - 2010

    The AIG Board underwent significant restructuring after the company was bailed out by the U.S. government in September 2008 in the midst of the financial crisis.

    Keywords: Financial Crisis; Insolvency and Bankruptcy; Business and Government Relations; Governing and Advisory Boards; Management Teams; Restructuring; Financial Services Industry;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "American International Group - 2010." Harvard Business School Case 411-074, November 2010. (Revised December 2010.) View Details
  19. Sony Ericsson WTA Tour (A)

    Larry Scott, the new CEO of the Women's Tennis Association, arrives amidst turmoil. Players and tournaments clash over opposing interests. As a result, the board members who represent them are equally divided and feel conflicted about their role. They aren't sure how to help their constituents while also fulfilling their duty of oversight of the WTA as a whole. In order to make women's tennis more popular and profitable, Scott must find a way to get the board of directors to resolve their differences and work together for the greater good of the organization.

    Keywords: Corporate Governance; Governing and Advisory Boards; Leadership; Business and Stakeholder Relations; Conflict of Interests; Cooperation; Sports Industry;

    Citation:

    Lorsch, Jay W., and Kaitlyn Simpson. "Sony Ericsson WTA Tour (A)." Harvard Business School Case 409-018, July 2008. (Revised September 2010.) View Details
  20. ValueAct: Shareholder in the Boardroom

    ValueAct, a San Francisco investment firm, makes an investment in PerSe Technologies. The partners of ValueAct build relationships with the PerSe board and management. Eventually ValueAct is given a seat on the PerSe board and is able to influence a significant imprint in PerSe's performance.

    Keywords: Governing and Advisory Boards; Investment; Business and Shareholder Relations; Financial Services Industry; San Francisco;

    Citation:

    Lorsch, Jay W., and Alexis Chernak. "ValueAct: Shareholder in the Boardroom." Harvard Business School Case 408-007, September 2007. (Revised September 2010.) View Details
  21. Board Leadership at Entergy Corporation

    Wayne Leonard became CEO of Entergy in 1999. After serving as CEO for close to eight years, the Entergy Board named Leonard Chairman and CEO.

    Keywords: Management Teams; Governing and Advisory Boards; Leadership;

    Citation:

    Lorsch, Jay W., and Melissa Barton. "Board Leadership at Entergy Corporation." Harvard Business School Case 410-061, November 2009. (Revised July 2012.) View Details
  22. Delphi Corporation (A)

    The Delphi Corp.'s board of directors faces a transition as lead director Thomas Wyman approaches mandatory retirement. Chairman and CEO J.T. Battenberg reflects on Delphi's history and its successful reinvention by Wyman and Battenberg when it separated from its 100-year-old parent company, GM. Examines how boards of directors interact with top management and how management can work effectively with an active board.

    Keywords: Corporate Governance; Governing and Advisory Boards; Leadership; Management Succession; Management Teams; Relationships; Corporate Strategy;

    Citation:

    Lorsch, Jay W., Rakesh Khurana, and Sonya Sanchez. "Delphi Corporation (A)." Harvard Business School Case 402-033, June 2002. (Revised January 2010.) View Details
  23. Relational Investors and Home Depot (A)

    In 2006, amidst shareholder upset over CEO Robert Nardelli's compensation and Home Depot's declining stock price, Relational Investors decided to further investigate the situation. As experts in turning around underperforming and undervalued companies, Relational's principals saw opportunities for Home Depot to improve its stock price through changes in strategy, corporate governance, and capital allocation. In particular, Relational felt Nardelli's growth plan for the company had caused the decline in the stock price. Relational decided to invest in Home Depot and intended to initiate a proxy fight if the board did not reassess the company's strategy. Shortly thereafter, Nardelli left Home Depot and the board offered Relational a board seat. This case describes Relational's analysis of the problems at Home Depot, why they decided to invest, and how they went about getting their recommendations implemented.

    Keywords: Restructuring; Financial Management; Investment; Corporate Governance; Governing and Advisory Boards; Organizational Change and Adaptation; Ownership Stake; Business and Shareholder Relations; Corporate Strategy;

    Citation:

    Lorsch, Jay W., and Kaitlyn Simpson. "Relational Investors and Home Depot (A)." Harvard Business School Case 409-076, March 2009. (Revised December 2009.) View Details
  24. The Role of the Audit Committee in Risk Oversight

    An audit committee chair considers how he can help his committee become more effective given the increasing regulatory demands on audit committees. He also wrestles with the lack of specificity in audit committee duties and whether his committee should take on additional responsibilities. In particular, he considers the growing concern over risk oversight and wonders what kinds of risks the audit committee should consider and whether they should be the sole repository for risk management. This case includes a historical overview of the beginnings and evolution of audit committees, and the laws and regulations that have affected their role over time.

    Keywords: Accounting Audits; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Laws and Statutes; Risk Management;

    Citation:

    Lorsch, Jay W., and Kaitlyn Simpson. "The Role of the Audit Committee in Risk Oversight." Harvard Business School Case 409-016, June 2009. View Details
  25. Executive Remuneration at Royal Dutch Shell (A)

    The remuneration committee at Shell decided to exercise their discretionary power to award five top executives a bonus for 2008, even though they had not met the necessary performance measures under the compensation plan. Proxy advisors RiskMetrics and the British Association of Insurers advise their clients to vote against the plan at the upcoming 2009 annual meeting. The Shell remuneration committee wonders how the shareholders will react.

    Keywords: Corporate Governance; Governance Controls; Executive Compensation; Performance Evaluation; Business and Shareholder Relations; Energy Industry;

    Citation:

    Lorsch, Jay W., and Kaitlyn Simpson. "Executive Remuneration at Royal Dutch Shell (A)." Harvard Business School Case 409-126, June 2009. View Details
  26. Executive Remuneration at Royal Dutch Shell (B)

    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 their rationale for reacting so strongly against the pay package).

    Keywords: Voting; Corporate Governance; Governance Controls; Executive Compensation; Business and Shareholder Relations; Perspective; Energy Industry;

    Citation:

    Lorsch, Jay W., and Kaitlyn Simpson. "Executive Remuneration at Royal Dutch Shell (B)." Harvard Business School Supplement 409-127, June 2009. View Details
  27. OppenheimerFunds and Take-Two Interactive (A)

    Describes the dilemma faced by Emmanuel Ferreira, a fund manager at OppenheimerFunds. As the largest shareholder and a long-time investor in software publisher Take-Two Interactive, Ferreira contemplates whether or not to get involved with other investors in trying to replace the board of directors at Take-Two Interactive. The company has been encountering a number of problems with its accounting methods and in the design of its products, etc. All of this has led to a depressed stock price, which is of serious concern to the manager(s) at OppenheimerFunds as well as to other investors. This leads a media turnaround firm to contact OppenheimerFunds and other large Take-Two shareholders with the intention of ousting the company's board, replacing management, and rejuvenating the company. No fund manager at OppenheimerFunds has ever pursued such an action, and the case invites readers to weigh the pros and cons of Ferreira's options.

    Keywords: Restructuring; Decision Choices and Conditions; Investment; Corporate Governance; Governing and Advisory Boards; Business and Shareholder Relations;

    Citation:

    Lorsch, Jay W., Andrew Hill, and Kaitlyn Simpson. "OppenheimerFunds and Take-Two Interactive (A)." Harvard Business School Case 408-074, November 2007. (Revised March 2009.) View Details
  28. The American National Red Cross (A)

    Describes the governance issues facing the Board of Governors of the American Red Cross. After a series of issues--FDA consent decree on its blood operations; the response to 9/11 and Hurricane Katrina--the Red Cross board was under pressure to fix its governance from the public, the media, and from Congress. Describes the Red Cross governance structure and practices in place and the process used to examine them.

    Keywords: Corporate Governance; Governing and Advisory Boards; Management Practices and Processes; Service Operations; Business Processes; Non-Governmental Organizations; Service Industry;

    Citation:

    Lorsch, Jay W., Eliot Sherman, and David Chen. "The American National Red Cross (A)." Harvard Business School Case 408-040, December 2007. (Revised October 2008.) View Details
  29. Say on Pay

    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 ballots, and describes discussion within Congress on the matter.

    Keywords: Voting; Corporate Governance; Governing and Advisory Boards; Executive Compensation; Business and Government Relations; Business and Shareholder Relations; United States;

    Citation:

    Lorsch, Jay W., V.G. Narayanan, and Alexis Chernak. "Say on Pay." Harvard Business School Case 407-129, June 2007. (Revised April 2008.) View Details
  30. Philips Electronics N.V.

    Looks at the multinational company, Philips Electronics, which is headquartered in the Netherlands, as an example of a company with a two-tiered board. The company is governed by both a supervisory board and a board of management. Examines the role, dynamic, and best practices of each of the two boards. Additionally, the case examines the relationship between the two boards and the key factors in determining that relationship.

    Keywords: Multinational Firms and Management; Corporate Governance; Governing and Advisory Boards; Business or Company Management; Management Teams; Netherlands;

    Citation:

    Lorsch, Jay W., and Alexis Chernak. "Philips Electronics N.V." Harvard Business School Case 407-047, September 2006. (Revised February 2008.) View Details
  31. Allianz AG: Becoming a European Company

    Focuses on the decision made by leadership at Allianz AG, the German insurance and financial services company, to complete a cross-border merger with the Italian insurance and financial services company, RAS. Allianz, however, could not complete the cross-border merger by remaining a German corporation under the current German statutes. Allianz, however, could conduct the cross-border merger as a European company according to the Statute of the European Community (Societas Europaea, or SE), which was recently passed by the European Union and adopted into German law. Examines the rationale for the decision made by the Allianz supervisory board and the board of management in addition to the process of becoming an SE, including the change in the composition of the supervisory board as a result of the merger and the conversion to an SE.

    Keywords: Mergers and Acquisitions; Business Organization; Decision Choices and Conditions; Cross-Cultural and Cross-Border Issues; Governing and Advisory Boards; Laws and Statutes; European Union; Germany; Italy;

    Citation:

    Lorsch, Jay W., and Alexis Chernak. "Allianz AG: Becoming a European Company." Harvard Business School Case 407-049, October 2006. (Revised January 2008.) View Details
  32. Board of Directors of Medtronic, Inc.

    The board of directors of Medtronic, Inc., a company known for its commitment to effective corporate governance, must prepare for the departure of Chairman and CEO Bill George and the retirement of four long-time directors. The company had experienced rapid growth in the early 1990s as well as significant change in the composition of its board. Now the Medtronic directors must evaluate how the board has changed, how it will continue to change, and how it should prepare for the future.

    Keywords: Change Management; Corporate Governance; Governing and Advisory Boards; Management Succession; Organizational Culture;

    Citation:

    Lorsch, Jay W., and Alexis Chernak. "Board of Directors of Medtronic, Inc." Harvard Business School Case 407-045, September 2006. (Revised November 2007.) View Details
  33. Hewlett-Packard Company: The War Within

    In September 2006 it was revealed that the Hewlett-Packard Company (HP) had been carrying out an extended investigation of its own employees, board members, and journalists outside the company. The investigation was launched in response to a series of leaks to the press that could only have come from highly placed members of the company. Fully understanding the context of the events of September, however, requires knowledge of board personalities and events that began under former CEO Carly Fiorina and continued thought the successful turnaround under her successor, Mark Hurd. As such, special focus is given to the individual board personalities and their conflicts over this time in order to fully explore the environment in which the investigation would later take place.

    Keywords: Problems and Challenges; Employee Relationship Management; Corporate Accountability; Corporate Governance; Governing and Advisory Boards; Management Analysis, Tools, and Techniques; Corporate Social Responsibility and Impact; Communication Technology; Conflict and Resolution; Newspapers; Computer Industry; Information Technology Industry;

    Citation:

    Palepu, Krishna G., Jay W. Lorsch, Carin-Isabel Knoop, and Eliot Sherman. "Hewlett-Packard Company: The War Within." Harvard Business School Case 107-030, November 2006. (Revised May 2007.) View Details
  34. The Board of Directors at Morgan Stanley Dean Witter (A)

    Examines the resignation of Philip Purcell as chairman and CEO of Morgan Stanley as a result of poor performance and cultural problems, as well as his relationship to the board of directors.

    Keywords: Cross-Cultural and Cross-Border Issues; Corporate Governance; Resignation and Termination; Performance; Rank and Position;

    Citation:

    Lorsch, Jay W., and Ashley Robertson. "The Board of Directors at Morgan Stanley Dean Witter (A)." Harvard Business School Case 405-105, June 2005. (Revised January 2007.) View Details
  35. DLA Piper: Becoming a Global Firm

    Focuses on DLA Piper, a global law firm resulting from the merger of the combined U.S. firm Piper Rudnick Gray Cary and the British firm DLA. At the time of the merger, the firms had similar strategies for the future and approaches to clients. While figuring out some of the details in order to successfully merge, the firm leadership has many questions about how to further align the merged firms in terms of strategy, people and systems, structure, culture, and leadership. Examines some of the steps the firm plans to take in the future to achieve greater alignment in order to move from being several local and regional entities to becoming one global firm.

    Keywords: Mergers and Acquisitions; Global Strategy; Leadership; Alignment; Expansion; Legal Services Industry; United States;

    Citation:

    Lorsch, Jay W., and Alexis Chernak. "DLA Piper: Becoming a Global Firm." Harvard Business School Case 407-057, October 2006. (Revised October 2006.) View Details
  36. McDuffy, Arms & Ginsberg

    Describes the musings of the managing partner of a law firm as he returns from an executive education program. He thinks about the many issues confronting him and his firm. Teaching Purpose: To prepare executive education participants to return to their companies and implement what they have learned.

    Keywords: Executive Education; Leadership; Management; Legal Services Industry;

    Citation:

    Lorsch, Jay W. "McDuffy, Arms & Ginsberg." Harvard Business School Case 401-028, February 2001. (Revised October 2006.) View Details
  37. Executive Remuneration at Reckitt Benckiser plc

    Reckitt Benckiser plc has developed an executive compensation system. This case outlines the structure of the system, its emphasis on performance-based pay and a global outlook, and explains the role of the human resources department, the board of directors, and company shareholders in determining pay. It raises questions about how to balance incentive remuneration effectively in recruiting and retaining top managers, while addressing shareholder concerns about executive compensation.

    Keywords: Governing and Advisory Boards; Employee Relationship Management; System; Executive Compensation; Retention; Performance; Human Resources; Recruitment; Business and Shareholder Relations;

    Citation:

    Lorsch, Jay W., V.G. Narayanan, Krishna G. Palepu, Lisa Brem, and Ashley Robertson. "Executive Remuneration at Reckitt Benckiser plc." Harvard Business School Case 104-062, January 2004. (Revised July 2006.) View Details
  38. Quickturn Design Systems, Inc. (F)

    Supplements the (A) case.

    Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (F)." Harvard Business School Case 400-011, July 1999. (Revised December 2005.) View Details
  39. Quickturn Design Systems, Inc. (G)

    Supplements the (A) case.

    Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (G)." Harvard Business School Case 400-012, July 1999. (Revised December 2005.) View Details
  40. Michael Ovitz and The Walt Disney Company (A)

    Faced with the need to hire a new president, The Walt Disney Co. pursued Michael Ovitz, a founder of the Creative Artist Agency. Although initially disinterested, Ovitz engaged in negotiations with Michael Eisner, CEO of The Walt Disney Co., in the summer of 1995 before accepting an offer. Ovitz officially began as president on October 1 of that year. While the hiring of Ovitz was at first heralded as a coup for Disney, Eisner and senior executives began to have doubts about Ovitz's fit with the company culture. By the summer of 1996, Eisner decided Ovitz had to be fired. He began conversations with members of the board of directors, who agreed Ovitz's contract should be terminated. Ovitz left the company at the end of the year with a sizable severance package.

    Keywords: Corporate Governance; Management Teams; Selection and Staffing; Negotiation; Organizational Culture;

    Citation:

    Lorsch, Jay W., and Alexis Chernak. "Michael Ovitz and The Walt Disney Company (A)." Harvard Business School Case 406-065, November 2005. View Details
  41. Kinetic Concepts, Inc.

    Raises issues about how the nature and function of a board changes as a company moves from ownership by its employees, including the founder, to ownership by a private equity firm, Fremont Partners, culminating in a highly successful IPO. Gives students the opportunity to consider changes in board membership, board duties, and responsibilities. Teaching Purpose: To enable students to think about improving corporate governance at a specific company.

    Keywords: Private Equity; Governing and Advisory Boards; Initial Public Offering; Behavior; Organizations; Employee Ownership; Health Care and Treatment; Medical Devices and Supplies Industry; Health Industry; United States;

    Citation:

    Lorsch, Jay W., Dwight B. Crane, and Ashley Robertson. "Kinetic Concepts, Inc." Harvard Business School Case 405-042, October 2004. (Revised July 2005.) View Details
  42. Digitas (A)

    Raises issues about how the nature and function of a board changes as its company moves from ownership by its employees (including the founder) to ownership by a private equity firm, Hellman & Friedman, to public ownership. Teaching Purpose: To consider changes in board membership, board duties, and board responsibilities. A rewritten version of an earlier case.

    Keywords: Private Equity; Governing and Advisory Boards; Behavior; Organizations; Employee Ownership; Public Ownership;

    Citation:

    Lorsch, Jay W., and Ashley Robertson. "Digitas (A)." Harvard Business School Case 405-023, July 2004. (Revised June 2005.) View Details
  43. The P&G Acquisition of Gillette

    Raises issues about the role of boards of directors in compensating CEOs and, specifically, the rewards granted to CEOs for arranging a change-of-control for their companies.

    Keywords: Governing and Advisory Boards; Acquisition; Corporate Governance; Consumer Products Industry; United States;

    Citation:

    Lorsch, Jay W., and Ashley Robertson. "The P&G Acquisition of Gillette." Harvard Business School Case 405-082, February 2005. (Revised March 2005.) View Details
  44. SOX-POX?

    Describes the experiences of audit committee chairmen in responding to and implementing the Sarbanes-Oxley Act. Teaching Purpose: To help students understand the impact of the Sarbanes-Oxley Act on audit committees.

    Keywords: Government Legislation; Financial Reporting; Laws and Statutes; Accounting Audits;

    Citation:

    Lorsch, Jay W. "SOX-POX?" Harvard Business School Case 404-139, May 2004. (Revised March 2005.) View Details
  45. Restoring Trust at WorldCom

    Examines the changes in corporate governance at WorldCom/MCI as proposed by the company's court-appointed corporate monitor, Richard Breeden. Following the largest bankruptcy ever and the downfall of the company, Breeden wrote "Restoring Trust," a report comprised of 78 recommendations for the future governance of the company. Teaching Purpose: To think about how to improve corporate governance at a specific company.

    Keywords: Change; Insolvency and Bankruptcy; Corporate Governance; Governing Rules, Regulations, and Reforms; Business and Government Relations; Trust;

    Citation:

    Lorsch, Jay W., and Ashley Robertson. "Restoring Trust at WorldCom." Harvard Business School Case 404-138, June 2004. (Revised November 2004.) View Details
  46. On Becoming a Board Member

    A Hispanic executive is considering whether to join the board of directors of a company and receives advice from several more experienced directors. Teaching Purpose: To focus on the issues related to joining a board of directors.

    Keywords: Management; Leadership; Ethnicity Characteristics; Governing and Advisory Boards;

    Citation:

    Lorsch, Jay W., and Ashley Robertson. "On Becoming a Board Member." Harvard Business School Case 405-012, July 2004. (Revised August 2004.) View Details
  47. Board of Directors at The Coca-Cola Company, The

    Provides a history of the board of directors of the Coca-Cola Co. through 2003. Describes the evolution in the board's membership, practices, and structure and the role it played in the company's governance. Questions are raised about the relationship between the board and top management, especially how the board is carrying out its responsibilities in the 21st century.

    Keywords: Governing and Advisory Boards; Corporate Governance; Food and Beverage Industry;

    Citation:

    Lorsch, Jay W., Rakesh Khurana, and Sonya Sanchez. "Board of Directors at The Coca-Cola Company, The." Harvard Business School Case 404-039, August 2003. (Revised January 2004.) View Details
  48. SEC Proposal for Nomination of Directors by Shareholders

    Describes the U.S. Securities and Exchange Commission's 2003 proposal to allow shareholders to nominate a "short slate" of directors for the board of listed companies. Includes comment letters for and against the proposal.

    Keywords: Corporate Governance; Management Teams; Business and Shareholder Relations; United States;

    Citation:

    Lorsch, Jay W., and Ashley Robertson. "SEC Proposal for Nomination of Directors by Shareholders." Harvard Business School Case 404-048, August 2003. View Details
  49. Quickturn Design Systems, Inc. (D)

    Supplements the (A) case.

    Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (D)." Harvard Business School Case 400-005, July 1999. (Revised October 2001.) View Details
  50. Coca-Cola Company: The Quaker Oats Acquisition (A), The

    Discusses how CEOs should think about bringing strategic issues to the board, what issues to bring, how to position them, and which information to provide.

    Keywords: Managerial Roles; Corporate Governance; Strategy; Governing and Advisory Boards; Mergers and Acquisitions; Food and Beverage Industry;

    Citation:

    Lorsch, Jay W., and Sonya Sanchez. "Coca-Cola Company: The Quaker Oats Acquisition (A), The." Harvard Business School Case 402-027, September 2001. (Revised October 2001.) View Details
  51. Quickturn Design Systems, Inc. (A)

    Quickturn Design Systems, Inc. faces a hostile takeover bid from its competitor, Mentor Graphics. Mentor makes the bid at a moment when Quickturn's stock price is depressed and the company is defending against a patent suit filed by Mentor. The two companies have a history of patent disputes, all of which Quickturn has won. Teaching Purpose: Examines the Quickturn board's fiduciary duties in the context of a hostile takeover as well as the effectiveness and legality of various defensive measures.

    Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (A)." Harvard Business School Case 400-001, July 1999. (Revised April 2001.) View Details
  52. Quickturn Design Systems, Inc. (B)

    Supplements the (A) case.

    Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (B)." Harvard Business School Case 400-003, July 1999. (Revised April 2001.) View Details
  53. California PERS (B)

    The largest state pension fund continues the evolution of its approach to corporate governance contemplating "relationship investing" and other new approaches.

    Keywords: Investment; Corporate Governance; Financial Management; Asset Management; Business and Shareholder Relations; Investment Funds; Financial Services Industry; California;

    Citation:

    Light, Jay O., Jay W. Lorsch, James O. Sailer, and Katharina Pick. "California PERS (B)." Harvard Business School Case 201-091, February 2001. View Details
  54. California PERS (A)

    Examines California Public Employees Retirement System (CalPERS), the world's fourth largest pension fund. Dale Hanson, CEO of CalPERS, has a problem; how does he use CalPERS' influence as the holder of a small percentage of 1,300 American companies to put pressure on corporate America to achieve better returns for shareholders? The case discusses the constraints which confront CalPERS as a quasi-state agency and describes their efforts to improve corporate governance to date.

    Keywords: Employees; Retirement; System; Asset Pricing; Performance Improvement; Corporate Governance; Investment Funds; Investment Return; California;

    Citation:

    Light, Jay O., Jay W. Lorsch, and James O. Sailer. "California PERS (A)." Harvard Business School Case 291-045, July 1991. (Revised August 2000.) View Details
  55. Mannesmann AG

    Explores the functioning of a German supervisory board in the context of a takeover bid made by a British company.

    Keywords: Corporate Governance; Mergers and Acquisitions; Governing and Advisory Boards; Cross-Cultural and Cross-Border Issues; Germany; United Kingdom;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Mannesmann AG." Harvard Business School Case 401-013, August 2000. View Details
  56. Note on CEO Evaluation

    Discusses the trend toward formal evaluations, by boards of directors, of CEO performance. The benefits and challenges of CEO evaluation are discussed and a particular process of CEO evaluation at Dayton Hudson Corp. is described. Teaching Purpose: To introduce issues surrounding formal CEO evaluation, and the benefits, the challenges, and the characteristics of one already existing process.

    Keywords: Governing and Advisory Boards; Business Processes; Performance; Problems and Challenges; Valuation;

    Citation:

    Lorsch, Jay W., and Katharina Pick. "Note on CEO Evaluation." Harvard Business School Background Note 400-100, June 2000. View Details
  57. Lyondell Petrochemical Company

    In August 1994, Lyondell Petrochemical Co.'s corporate parent and largest single shareholder effectively shed its stock, resulting in the resignation of 5 of its 11 directors. The remaining outside directors immediately acted to overhaul the executive compensation plan used to pay the CEO and other top officers. This case examines the role played by the compensation committee of the board of directors in this initiative. Also addresses several important aspects of the compensation process, including the role played by outside consultants, appropriate ways of measuring performance, and the motivational impact of pay plans on management.

    Keywords: Corporate Governance; Governing and Advisory Boards; Executive Compensation; Design; Business or Company Management; Management Teams; Mining Industry;

    Citation:

    Lorsch, Jay W., and Daniel P. Erikson. "Lyondell Petrochemical Company." Harvard Business School Case 498-028, February 1998. View Details
  58. Del Webb Corporation (A), The

    Begins with a company history, tracing the tenures of founder Del E. Webb and his successor as chairman and CEO, Robert H. Johnson. Johnson inherited a diversified company that was involved in construction, real estate development (including the famous Sun City), and the hotel-casino business. Johnson left Del Webb near bankruptcy in 1981, and renowned turnaround artist Robert K. Swanson was brought in to rescue the company. Describes Swanson's turnaround scheme and proceeds to highlight the misgivings of several corporate managers toward Swanson's managerial style, boardroom appointment, and strategic plans. When CFO Phil Dion was promoted to president and nominated to the board in 1987, he began to challenge Swanson aggressively. The board, which comprised many of Swanson's close friends and business colleagues, was supportive of Swanson. In the fall of 1987, crisis hit. The company was forced to take a close to $100 million write-down, the stock price took a dive, and Swanson and three board members resigned. The remaining board members were left with a faltering company and no succession plan.

    Keywords: Management Style; Conflict Management; Governing and Advisory Boards; Management Succession; Crisis Management;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (A), The." Harvard Business School Case 497-016, November 1996. View Details
  59. Del Webb Corporation (B), The

    On November 16, 1987, the Del Webb board appointed Phil Dion chairman and CEO. This case outlines the development and implementation of a strategy to focus exclusively on real estate development and to liquidate all other assets. Discusses the appointment of two new board members to fill the slots vacated by the directors who followed Swanson out the door. Proceeds to describe the activities of two investors: Ronald Brierly of Industrial Equity Pacific and James Cotter of Webcott Holdings. Independently of one another, these investors had each purchased over 9% of Del Webb stock at a premium just before the stock price plummeted in the fall of 1987. These investors laid low for over a year, waiting to see if the descent in the stock price had been a temporary blip or a sustaining trend. When they concluded it was the latter, each investor approached Dion with the request that he be allowed to put a representative on the Del Webb board.

    Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Business and Shareholder Relations; Conflict of Interests; Real Estate Industry;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (B), The." Harvard Business School Case 497-017, November 1996. View Details
  60. Del Webb Corporation (C), The

    Dion and the other Del Webb directors were open to having Industrial Equity Pacific (IEP) and Webcott Holdings representation on the board. The IEP representative was perceived as reserved and lacking in sophistication. Cotter of Webcott, however, struck the directors as savvy but antagonistic and disruptive. Cotter's goal was to position the company as a possible takeover target, and he agitated in the boardroom for changes that he felt would open up the company to potential acquirers. He also launched a proxy battle in an attempt to eliminate Dion's golden parachute and the company's poison pill.

    Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Horizontal Integration; Conflict Management;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (C), The." Harvard Business School Case 497-019, November 1996. View Details
  61. Cambridge Consulting Group: Bob Anderson

    Describes the situation facing the head of a rapidly growing industry-focused group within a consulting company. Highlights the dilemmas of being a "producing manager" (i.e., a professional who has both individual production as well as management responsibilities). Issues raised include: delegation, developing subordinates, developing an agenda, and building an organization.

    Keywords: Management; Managerial Roles; Agency Theory; Consulting Industry;

    Citation:

    Lorsch, Jay W., and John J. Gabarro. "Cambridge Consulting Group: Bob Anderson." Harvard Business School Case 496-023, October 1995. (Revised June 2014.) View Details
  62. American Express (A)

    In January 1993, the American Express board met to decide who would succeed James D. Robinson, III as chairman and CEO. The board needed to act in the spotlight of intense media and investor scrutiny, and after leaks had revealed that there was a conflict among the board members about whether Robinson should have been asked to leave. The board needed to find a way of calming the public's concern over the future of American Express, at the same time choosing a leadership structure that would lead American Express for the foreseeable future. The case brings up several critical issues revolving around CEO succession and performance evaluation: What should the board take into account when deciding when to ask a CEO to step down? What kinds of processes can boards institute so that such battles over CEO succession will not ensue?

    Keywords: Decision Making; Corporate Governance; Resignation and Termination; Leadership; Management Succession; Performance Evaluation;

    Citation:

    Lorsch, Jay W. "American Express (A)." Harvard Business School Case 494-093, April 1994. (Revised August 1996.) View Details
  63. Governance at Metallgesellschaft (A)

    MG Corp., a U.S. subsidiary of Germany's international conglomerate, Metallgesellschaft, engaged in a disastrous hedging strategy that nearly dragged the entire enterprise into bankruptcy. This case explores issues of responsibility and accountability among the relevant boards. In doing so, it highlights the German two-tier board system of governance.

    Keywords: Business Subsidiaries; Corporate Accountability; Business Conglomerates; Governing and Advisory Boards; Insolvency and Bankruptcy; Corporate Governance; Mining Industry; Chemical Industry; Germany; United States;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Governance at Metallgesellschaft (A)." Harvard Business School Case 495-055, April 1995. (Revised July 1996.) View Details
  64. Governance at Metallgesellschaft (B)

    Supplements the (A) case.

    Keywords: Business Subsidiaries; Corporate Accountability; Business Conglomerates; Governing and Advisory Boards; Insolvency and Bankruptcy; Corporate Governance; Mining Industry; Chemical Industry; Germany; United States;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Governance at Metallgesellschaft (B)." Harvard Business School Supplement 495-056, April 1995. (Revised July 1996.) View Details
  65. General Mills Board and Strategic Planning and Lukens Inc., The: The Melters' Committee (A) & (B) TN

    Teaching Note for (9-491-117), (9-493-070), and (9-493-071).

    Keywords: Strategic Planning; Governing and Advisory Boards; Joint Ventures; Sales; Strategy; Managerial Roles; Steel Industry;

    Citation:

    Lorsch, Jay W., Cynthia A. Montgomery, and Lisa J. Chadderdon. "General Mills Board and Strategic Planning and Lukens Inc., The: The Melters' Committee (A) & (B) TN." Harvard Business School Teaching Note 796-082, February 1996. (Revised June 1996.) View Details
  66. First National City Bank Operating Group (A)

    Growth in the banking field has produced new demands on the "back office." Traditional management practices in check processing and paper handling operations have resulted in ten years of cost increases and quality loss. New manager of the operating group faces an action question--can he turn the back office into a production-oriented factory?

    Keywords: Change Management; Transition; Banks and Banking; Management Practices and Processes; Managerial Roles; Production; Banking Industry;

    Citation:

    Lorsch, Jay W. "First National City Bank Operating Group (A)." Harvard Business School Case 474-165, March 1974. (Revised June 1996.) View Details
  67. Eastman Chemical Company: Building a Board from Scratch

    Eastman Chemical Co. spun off from Kodak in 1993. The CEO of Eastman, Earnest Deavenport did not want the new company's board any members of the Kodak board to include, so he initiated a deliberate and thorough process to build an entirely new board that he hoped would be on the cutting edge. This case describes the selection process and documents the backgrounds of the chosen directors. Discusses the board's first year at work, and it records the reflections "one year in" of Deavenport and some of the board members.

    Keywords: Corporate Governance; Management Teams; Selection and Staffing; Chemical Industry;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Eastman Chemical Company: Building a Board from Scratch." Harvard Business School Case 496-043, February 1996. View Details
  68. The General Mills Board and Strategic Planning

    Examines the General Mills Board of Directors' role in the General Mills joint venture with Nestle S.A. to sell cereals outside of North America. It raises the more general question of the appropriate role for the board of directors in strategy formulation.

    Keywords: Joint Ventures; Trade; Corporate Governance; Managerial Roles; Expansion; Food and Beverage Industry; North America;

    Citation:

    Lorsch, Jay W. "The General Mills Board and Strategic Planning." Harvard Business School Case 491-117, March 1991. (Revised January 1996.) View Details
  69. "Marketing" at Wachtell, Lipton, Rosen & Katz

    Describes the history and unique operating principles of the most successful corporate law firm in the country. Closes with a lengthy quotation by Martin Lipton, who is one of the firm's founding partners and who is described in an American Lawyer article as the "Elvis Presley of the M&A field." Lipton reflects on certain activities that the firm carries out aimed at building its reputation. Whether or not these activities constitute marketing is left an open question.

    Keywords: Marketing Strategy; Reputation; Business Strategy; Legal Services Industry;

    Citation:

    Lorsch, Jay W., and Samanta Graff. "Marketing" at Wachtell, Lipton, Rosen & Katz. Harvard Business School Case 496-037, November 1995. View Details
  70. First National City Bank Operating Group (B)

    Growth in demands on the bank's "back office" required a totally new approach to management. New stress on systems orientation, objectives, measurement, process design and control has resulted in lower costs, fewer people, and higher quality. Also resulted in fear, suspicion, and alienation in middle management. How to get the benefits of change without the unanticipated consequences?

    Keywords: Change Management; Transition; Banks and Banking; Management Practices and Processes; Managerial Roles; Production; Outcome or Result; Banking Industry;

    Citation:

    Lorsch, Jay W. "First National City Bank Operating Group (B)." Harvard Business School Case 474-166, March 1974. (Revised June 1995.) View Details
  71. Alantar, Inc.

    The CEO and chairman of Alantar, Inc. is confronted with the problem of how to create a more effective board of directors and also how to provide for his own successor.

    Keywords: Governing and Advisory Boards; Management Succession; Agriculture and Agribusiness Industry; Ecuador;

    Citation:

    Lorsch, Jay W. "Alantar, Inc." Harvard Business School Case 391-158, February 1991. (Revised March 1995.) View Details
  72. Cardinal Health, Inc.

    Robert D. Walter, chairman and CEO of Cardinal Health, Inc., responds to questions regarding Cardinal's board and its influence on the acquisition of and merger with Whitmire Distribution.

    Keywords: Mergers and Acquisitions; Governing and Advisory Boards; Power and Influence; Management Teams; Distribution Industry; Medical Devices and Supplies Industry; Health Industry;

    Citation:

    Lorsch, Jay W. "Cardinal Health, Inc." Harvard Business School Case 494-108, March 1994. (Revised January 1995.) View Details
  73. United Way of America: Governance in the Nonprofit Sector (A), The United Way

    Discusses the management practices of William Aramony at the United Way of America (UWA). First, the case describes the United Way movement, focusing on both the local chapters and the national organization. Second, it sets forth the Washington Post reports that lead to the UWA scandal. Third, it shows how the board of governors, the local chapters, Aramony, and donors responded to the scandal.

    Keywords: Corporate Governance; Nonprofit Organizations; Management Practices and Processes; Managerial Roles; Management Teams; Crisis Management; Public Administration Industry; United States;

    Citation:

    Lorsch, Jay W. "United Way of America: Governance in the Nonprofit Sector (A), The United Way." Harvard Business School Case 494-032, October 1993. View Details
  74. United Way of America: Governance in the Nonprofit Sector (B), Kenneth W. Dam Becomes Interim President

    Analyzes the measures taken by the United Way of America (UWA) and its board of governors in response to the 1992 Washington Post reports that lead to the UWA scandal.

    Keywords: Crime and Corruption; Governance; Governing and Advisory Boards; Newspapers; Nonprofit Organizations; United States;

    Citation:

    Lorsch, Jay W. "United Way of America: Governance in the Nonprofit Sector (B), Kenneth W. Dam Becomes Interim President." Harvard Business School Supplement 494-033, October 1993. View Details
  75. Praxair: Creating a Board (A)

    Discusses the process a CEO/chairman goes through in creating a new board. Specifically, follows a CEO's decision-making process in selecting board members. Also includes decisions about the selection process for board members and the structure and process of board meetings.

    Keywords: Governing and Advisory Boards; Decision Making; Corporate Governance; Conferences; Business or Company Management; Selection and Staffing;

    Citation:

    Lorsch, Jay W. "Praxair: Creating a Board (A)." Harvard Business School Case 493-038, March 1993. (Revised September 1993.) View Details
  76. Ross Perot and General Motors

    In December, 1986 the General Motors Board of Directors must decide whether to accept the buyout agreement between GM and Ross Perot, a director of GM and its largest stockholder. The agreement called for GM to purchase all of Perot's GM shares in exchange for his resignation from the GM board and his resignation as Chairman of EDS, the company Perot founded in 1963 and sold to GM in 1984. The case chronicles a history of the Perot/GM merger, and the friction between Perot and GM management which led to the buyout agreement.

    Keywords: Leveraged Buyouts; Mergers and Acquisitions; Stock Shares; Resignation and Termination; Business or Company Management; Agreements and Arrangements;

    Citation:

    Lorsch, Jay W. "Ross Perot and General Motors." Harvard Business School Case 491-027, February 1991. (Revised June 1993.) View Details
  77. Praxair: Creating a Board (B)

    Discusses the final formation of Praxair's board. Lists the members chosen with their backgrounds. Also describes the selection process of board members, and the structure and process of board meetings.

    Keywords: Conferences; Governing and Advisory Boards; Selection and Staffing; Management Practices and Processes;

    Citation:

    Lorsch, Jay W. "Praxair: Creating a Board (B)." Harvard Business School Supplement 493-065, March 1993. View Details
  78. CEO Evaluation at Dayton Hudson

    Describes the Dayton Hudson CEO evaluation process, one of the most intensive in corporate America today. The board of directors' role in the evaluation is examined, as is the question of whether the Dayton Hudson CEO evaluation process should serve as a model for other corporations.

    Keywords: Performance Evaluation; Governing and Advisory Boards; Management Succession; Management Teams;

    Citation:

    Lorsch, Jay W. "CEO Evaluation at Dayton Hudson." Harvard Business School Case 491-116, March 1991. (Revised October 1991.) View Details
  79. RJR Nabisco Board: Guardians of the Gate? (A)

    Charles Hugel, the chairman of RJR Nabisco, receives a call from RJR Nabisco's CEO, Ross Johnson; Johnson plans to present an LBO plan to the board of directors at the board meeting the following week. The case details Hugel's actions as chairman, and describes the events leading up to the bidding deadline for the company. The special committee of RJR Nabisco's board must decide which of the three groups vying for the company submitted the best bid.

    Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Consumer Products Industry; Food and Beverage Industry;

    Citation:

    Lorsch, Jay W. "RJR Nabisco Board: Guardians of the Gate? (A)." Harvard Business School Case 491-120, April 1991. (Revised July 1991.) View Details
  80. RJR Nabisco Board: Guardians of the Gate? (B)

    The special committee of the RJR Nabisco board has extended the bidding deadline for the company by 10 days. The case explains the process by which Kohlberg Kravis Roberts and the management group bid against one another for ownership of RJR Nabisco. The board of directors is left with a decision: who has submitted the best bid?

    Keywords: Leveraged Buyouts; Situation or Environment; Bids and Bidding; Decision Making; Managerial Roles; Governing and Advisory Boards; Management Teams; Consumer Products Industry; Food and Beverage Industry;

    Citation:

    Lorsch, Jay W. "RJR Nabisco Board: Guardians of the Gate? (B)." Harvard Business School Supplement 491-121, April 1991. (Revised July 1991.) View Details
  81. American Airlines (A): Strategy in the 1990s

    American Airlines is pursuing a growth strategy through international and domestic route expansion. At the same time, the airline is working hard to cut costs while trying to provide the best customer service possible. Is this strategy achievable given the recent surge in jet fuel prices and the competitive framework of the industry?

    Keywords: Expansion; Air Transportation; Cost Management; Customer Focus and Relationships; Growth and Development Strategy; Air Transportation Industry; United States;

    Citation:

    Lorsch, Jay W., and Gary W. Loveman. "American Airlines (A): Strategy in the 1990s." Harvard Business School Case 491-044, November 1990. (Revised June 1991.) View Details
  82. Raymond Jackson (A)

    Professor Jackson is offered a spot on the slate of directors that Harold Simmons, Lockheed's largest shareholder, has nominated for Lockheed's board to oppose the slate nominated by Lockheed in the Spring, 1990 elections. Jackson must decide whether to join Simmons' slate. The case raises the issue of what factors one should take into account in deciding whether or not to join such a slate, and the broad question of the role of proxy fights in corporate governance.

    Keywords: Business and Shareholder Relations; Corporate Governance; Decisions; Voting; Governing and Advisory Boards; Alliances;

    Citation:

    Lorsch, Jay W. "Raymond Jackson (A)." Harvard Business School Case 491-025, February 1991. (Revised June 1991.) View Details
  83. Note on Organization Design

    Deals with the organizational designer trying to create a structure, rewards, and a system of measurement that are compatible with the external environment, strategy, tasks, the members of the organization, management style, and the existing culture.

    Keywords: Organizational Design;

    Citation:

    Lorsch, Jay W. "Note on Organization Design." Harvard Business School Background Note 476-094, December 1975. (Revised January 1987.) View Details

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