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  • March 2001 (Revised December 2003)
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Circon (A)

By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
  • Format:Print
  • | Pages:36
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Abstract

In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A "poison pill" and a staggered board serve as primary defense measures, leading to the longest-running takeover battle in U.S. corporate history. Issues of loyalty to a friend, executive incentives, executive entrenchment, and duty to shareholders collide as Cloutier realizes crucial corporate governance decisions have to be made.

Keywords

Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States

Citation

Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
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About The Authors

Brian J. Hall

Negotiation, Organizations & Markets
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Guhan Subramanian

Negotiation, Organizations & Markets
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Related Work

    • December 2003 (Revised August 2004)
    • Faculty Research

    Circon (A) (Abridged)

    By: Brian J. Hall, Christopher Rose and Guhan Subramanian
Related Work
  • Circon (A) (Abridged) By: Brian J. Hall, Christopher Rose and Guhan Subramanian
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