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• Case | HBS Case Collection | July 2016 (Revised January 2019)

  Cyber Breach at Target

  Suraj Srinivasan, Lynn S. Paine and Neeraj Goyal

  In November and December of 2013, Target Corporation suffered one of the largest cyber breaches to date. The breach that occurred during the busy holiday shopping season resulted in personal and credit card information of approximately 110 million Target customers being compromised. The case describes the details of the breach, circumstances that lead to it, consequences for customers and for Target, and the company's response. Additionally, the case discusses the role of management and the board of directors in cyber security at Target. Target's board of directors was subject to intense criticism by shareholders and governance experts such as the leading proxy advisor Institutional Shareholder Services (ISS). Lastly, the case discusses the critique and defense of the board's role and is designed to allow for a discussion of the causes and consequences of the cyber breach and accountability of directors in cyber security.

  Keywords: Safety; Credit Cards; Customer Relationship Management; Online Technology; Governing and Advisory Boards; Crisis Management; Retail Industry;

  Citation:

  Srinivasan, Suraj, Lynn S. Paine, and Neeraj Goyal. "Cyber Breach at Target." Harvard Business School Case 117-027, July 2016. (Revised January 2019.)  View Details

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• Case | HBS Case Collection | January 2016 (Revised January 2019)

  The Allergan Board Under Fire (A)

  Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

  In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund activist, Pershing Square had quietly amassed a 9.7% stake in Allergan prior to the Valeant bid, making Pershing Square Allergan's largest shareholder. The case presents students with many of the decisions Allergan's directors faced amid challenges to Allergan's governance, management, and business model. In particular, the Allergan board must decide whether to pursue a $10 billion acquisition of Salix Pharmaceuticals while under threat of a proxy contest and a special shareholder meeting to vote on replacing Allergan's directors with a slate more favorable to the Valeant merger. The proposed Salix acquisition would give Allergan a new therapeutic market but would also make Allergan too big for Valeant to acquire.

  Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; tender offer; Activist Investors; business models; R＆D; board of directors; Securities Litigation; acquisition strategy; takeover defenses; hedge funds; shareholder rights; proxy contest; shareholder special meetings; legal issues in contested takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry;

  Citation:

  Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)  View Details

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• Supplement | HBS Case Collection | January 2016 (Revised January 2019)

  The Allergan Board Under Fire (B)

  Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

  In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund activist, Pershing Square had quietly amassed a 9.7% stake in Allergan prior to the Valeant bid, making Pershing Square Allergan's largest shareholder. The case presents students with many of the decisions Allergan's directors faced amid challenges to Allergan's governance, management, and business model. In particular, the Allergan board must decide whether to pursue a $10 billion acquisition of Salix Pharmaceuticals while under threat of a proxy contest and a special shareholder meeting to vote on replacing Allergan's directors with a slate more favorable to the Valeant merger. The proposed Salix acquisition would give Allergan a new therapeutic market but would also make Allergan too big for Valeant to acquire.

  Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; tender offer; Activist Investors; business models; R＆D; board of directors; Securities Litigation; acquisition strategy; takeover defenses; hedge funds; shareholder rights; proxy contest; shareholder special meetings; legal issues in contested takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry;

  Citation:

  Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)  View Details

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