Samuel L. Hayes

Emeritus Professor

Samuel L. Hayes holds the Jacob H. Schiff Chair in Investment Banking Emeritus, at the Harvard Business School.  He has taught at the School since 1970, prior to which he was a tenured member of the faculty of the Columbia University Graduate School of Business. He received a B.A. in Political Science at Swarthmore College in 1957 and an MBA (with Distinction) and D.B.A. from Harvard Business School in 1961 and 1966, respectively.

His MBA teaching assignments have included the second year courses in Investment Banking, Management of Financial Services Organizations, and Corporate Financial Management, as well as the first year Finance course (where he served as Course Head). For eight years he served as head of the Analytics Program for entering MBAs. He has also chaired Harvard's International Senior Managers Program in Vevey, Switzerland. He taught in the summer Corporate Financial Management Program for senior finance executives for a number of years and chaired that faculty during six of those years. He has taught in HBS Executive Education's Advanced Management Program and Owner-President Management Program.  He founded the executive education program Strategic Finance for Smaller Businesses and chaired that program for the past fourteen years. 

Professor Hayes' research has focused on the capital markets and on the corporate interface with the securities markets. He has written numerous working papers and articles on related topics in journals such as the Harvard Business Review, the Accounting Review, the Financial Analysis Journal, The Economic Review, and Financial Management, and has contributed chapters to a number of books. Two articles which he co-authored on real estate finance won the Shattuck Award for the best article on real estate in 1967 and 1972. Professor Hayes is the co-author or editor of seven books, including Competition in the Investment Banking Industry (Harvard University Press, 1983), Investment Banking and Diligence (Harvard Business School Press, 1986), Wall Street and Regulation (Harvard Business School Press, 1987), Investment Banking: A Tale of Three Cities (Harvard Business School Press, 1990), Managing Financial Institutions (The Dryden Press/HBJ, 1992), Financial Services: Perspectives and Challenges(Harvard Business School Press, 1993), and Islamic Law and Finance: Religion, Risk, and Return (Kluwer Press, 1997).

Professor Hayes has consulted for a number of corporations, financial institutions, and government agencies, including the Justice Department, the Treasury Department, the Federal Trade Commission, and the Securities and Exchange Commission, where he served on the Tully Commission in 1994-1995 to examine compensation arrangements for stock brokers. For twelve years, he was Chairman of the Finance Advisory Board of the Commonwealth of Massachusetts. He served for more than twenty years on the Boards of the Eaton-Vance family of mutual funds (where he was Chairman for five years) and Tiffany & Company.  Additionally, he served on the boards of Yakama and Telect, Inc. and was on the Advisory Boards of Edward Jones and Arcapita, Inc. He currently serves on the board of the MEDA Fund of EFG-Hermes.  He is an emeritus Manager of Swarthmore College and a Life Trustee of the New England Conservatory of Music.


Journal Articles

  1. Shelf Registration

    Samuel Hayes and Joseph Auerbach


    Hayes, Samuel, and Joseph Auerbach. "Shelf Registration." In Investment Banking Handbook. Vol. 11, edited by J. Peter Williamson. Wiley Frontiers in Finance. John Wiley & Sons, 1988. View Details
  2. New Interest in Incentive Financing

    Samuel Hayes

    The article presents the findings of a study on incentive financings as they apply to institutional investors, particularly life insurance company investors. The author made contact with investment officers in 29 insurance companies, and have collected a considerable amount of quantitative data on their activities in incentive financings. One result of this study indicated that the great bulk of business organizations accommodated with incentive financings have been well-established companies from a wide variety of industries all over the U.S. Another point cited by the study is that among life insurance companies, interest in incentive financings does not appear to be limited to any one group.

    Keywords: Motivation and Incentives; Financing and Loans; Institutional Investing;


    Hayes, Samuel. "New Interest in Incentive Financing." Harvard Business Review 44, no. 4 (July–August 1966): 99–112. (Reprinted: Brigham, Earl, Ricks, R. B., Readings in the Essentials of Managerial Finance. Holt, Rhinehart and Winston, 1968.) View Details

Working Papers

Cases and Teaching Materials

  1. Dual Class Share Companies

    Samuel L. Hayes III, Lynn S. Paine and Christopher Bruner

    Provides a brief historical overview of dual class share companies in the United States, focusing on the New York Stock Exchange's evolving position on dual class structures since the 1920s, the impact of hostile takeovers on their use since the 1980s, and recent perspectives on their utility and appropriateness. Concludes with a brief discussion of the role of dual class structures in recent debates over Europe's takeover laws.

    Keywords: Acquisition; Debates; Capital Structure; Equity; Business History; Law; Organizational Structure; Business and Shareholder Relations; Perspective; Europe; United States;


    Hayes, Samuel L., III, Lynn S. Paine, and Christopher Bruner. "Dual Class Share Companies." Harvard Business School Background Note 306-032, August 2005. View Details
  2. John M. Case Company

    Samuel L. Hayes III

    The owner of a small, privately held company decides to sell out, and a group of the company's top managers structures a leveraged buyout. A rewritten version of an earlier case.

    Keywords: Leveraged Buyouts; Management Teams; Business Exit or Shutdown;


    Hayes, Samuel L., III. "John M. Case Company." Harvard Business School Case 291-008, July 1990. (Revised March 2000.) View Details
  3. Fojtasek Companies and Heritage Partners, The: March 1995

    Samuel L. Hayes III and Josh Lerner

    The Fojtasek Companies, a family business, faces several financing choices to address generational succession issues. Several buyouts have expressed interest in acquiring the firm outright; an investment bank has proposed a leveraged recapitalization; and a private equity group, Heritage Partners, has proposed a hybrid transaction.

    Keywords: Family Ownership; Financing and Loans; Private Equity; Mergers and Acquisitions; Investment Banking; Partners and Partnerships; Management Succession; Capital Structure; Financial Strategy;


    Hayes, Samuel L., III, and Josh Lerner. "Fojtasek Companies and Heritage Partners, The: March 1995." Harvard Business School Case 297-046, January 1997. (Revised November 1997.) View Details
  4. Mebel, Doran & Co.

    Samuel L. Hayes III

    Puts the student in the position of a senior official of a major New York investment bank who discovers that information has leaked to the market on a confidential takeover plan that was being developed by a corporate client. The official has to decide how to deal with the situation. There are subsequent handouts that carry him to later points of additional information discovery.

    Keywords: Ethics; Decision Choices and Conditions; Investment Banking; Mergers and Acquisitions; Crisis Management; Banking Industry; Financial Services Industry;


    Hayes, Samuel L., III. "Mebel, Doran & Co." Harvard Business School Case 287-001, June 1987. (Revised September 1997.) View Details
  5. Plowman Poultry Farm

    Samuel L. Hayes III

    A poultry farmer wanted to expand production greatly and sought a large extension of his line of credit from his bank in addition to his existing loan on which he had not made payment. The Board of Directors must review a detailed account of events leading to this request and make a decision.

    Keywords: Governing and Advisory Boards; Animal-Based Agribusiness; Expansion; Decision Choices and Conditions; Financing and Loans; Commercial Banking; Agriculture and Agribusiness Industry;


    Hayes, Samuel L., III. "Plowman Poultry Farm." Harvard Business School Case 262-003, December 1961. (Revised January 1994.) View Details
  6. Consolidated Equipment Co.

    Samuel L. Hayes III

    A mature company seeks to rejuvenate itself with internal R&D and external acquisitions. It has developed a DCK model for analyzing the value of a proposed acquisition. A rewritten version of an earlier case by J.K. Butters.

    Keywords: Organizational Change and Adaptation; Valuation; Business Growth and Maturation; Research and Development; Acquisition; Capital Budgeting;


    Hayes, Samuel L., III. "Consolidated Equipment Co." Harvard Business School Case 291-007, July 1990. (Revised October 1992.) View Details
  7. Philip Morris Companies, Inc. (A)

    Samuel L. Hayes III

    This large tobacco and diversified food processor is seeking to refinance debt funds raised to accomplish a large acquisition. It has filed a large "shelf" registration that authorizes it to issue during the subsequent two years. At the time of the case, the market looks attractive and the company's CEO is trying to decide whether to issue debt and, if so, in what form. Teaching objective: to familiarize students with the shelf registration form of underwriting, to analyze an issuer's operating and financial profile preparatory to going to the public market, and to assess the position the issuing company should take towards the investment bankers who want to be awarded the business.

    Keywords: Stocks; Initial Public Offering; Consumer Products Industry; United States;


    Hayes, Samuel L., III. "Philip Morris Companies, Inc. (A)." Harvard Business School Case 292-005, July 1991. (Revised August 1991.) View Details
  8. Philip Morris Companies, Inc. (B)

    Samuel L. Hayes III

    Looks at the company's plans for a new debt offering under the Rule 415 shelf underwriting provision--in this instance from the vantage point of the lead investment banker for the deal. The decision-maker must assess the risks of the issuer, the tone of the market, the price and commission to be set, and other details relating to the offering, including whether to use a syndicate, and whether to hedge. Gives students the opportunity to analyze the operating and financial data relating to a leading U.S. company in the context of a new debt offering. Students assume the role of the investment banker and can contrast the preoccupations of the vendor with those of the issuer.

    Keywords: Risk Management; Stocks; Initial Public Offering; Consumer Products Industry; United States;


    Hayes, Samuel L., III. "Philip Morris Companies, Inc. (B)." Harvard Business School Case 292-006, July 1991. (Revised August 1991.) View Details
  9. Tiffany & Co.

    Samuel L. Hayes III

    This premier retail jewelry company was bought from its parent, Avon, by a group of investors led by its own management in 1984. The company was highly leveraged, financially, and had to scramble to meet the cash flow and earnings requirements laid down by its lenders. Management effected a turnaround and decided to "go public" to pay down its debt and provide further growth funds. Students must assess the company's relative appeal to investors and refine a pricing recommendation for the securities underwriting syndicate.

    Keywords: Acquisition; Borrowing and Debt; Cash Flow; Price; Going Public; Apparel and Accessories Industry;


    Hayes, Samuel L., III. "Tiffany & Co." Harvard Business School Case 288-022, October 1987. (Revised July 1991.) View Details