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• Case | HBS Case Collection | January 2020

  Governing PG&E

  Lynn S. Paine and Will Hurwitz

  The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation’s out-going chairman Richard Kelly described the company’s proposed new board. PG&E, which provided electricity and natural gas to millions of Californians, had once been recognized for its vision in foreseeing energy’s potential to reshape the state and power its economy. But PG&E was now in the crosshairs of investors, regulators, and the public for something else entirely: its role in a series of deadly and destructive wildfires that had ravaged the region and precipitated PG&E’s bankruptcy months earlier. Called “the first climate-change bankruptcy,” it was the largest utility bankruptcy in U.S. history. The commissioners at the CPUC, PG&E’s primary regulator, were particularly concerned about PG&E’s governance and had convened the forum to solicit opinions from experts and the public and to hear for themselves what steps the company was taking to improve it. The Commissioners are considering whether to make specific recommendations regarding the board’s composition and functioning, including how the board assesses and compensates PG&E’s CEO. A principal issue is the use of non-financial metrics to evaluate and reward CEO performance.

  Keywords: bankruptcy; board of directors; board dynamics; Business ethics; business model innovation; capital structure; climate change; corporate accountability; corporate boards; corporate governance; energy efficiency; environmental and social sustainability; Executive Compensation; government and business; hedge funds; Institutional investors; leadership; legal aspects of business; management; regulated monopolies; regulation; safety; shareholders; stakeholder management; strategy and execution; utilities; Capital Structure; Climate Change; Corporate Accountability; Corporate Governance; Executive Compensation; Leadership; Management; Safety; Energy Industry; Utilities Industry; California; United States;

  Citation:

  Paine, Lynn S., and Will Hurwitz. "Governing PG&E." Harvard Business School Case 320-024, January 2020.  View Details

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• Case | HBS Case Collection | December 2019

  The Dutch East India Company in 1612 (A)

  Lynn S. Paine and Giuseppe Dari-Mattiacci

  The Dutch East India Company’s board of directors must decide what to do about an impending legal requirement to liquidate the company’s assets and return to shareholders their capital and any profits earned during a ten-year lock up period. The charter granted to the company in 1602 by the Dutch Estates General (legislature) required the liquidation and accounting to shareholders after the initial ten-year period and again at the end of a second ten-year period. However, the company’s directors believe that more time is needed to reap the benefits of shareholders’ initial investments and that liquidating the company’s assets after the initial ten-year lock-up would make it impossible to raise capital for the second ten-year term. The case describes the origins of the Dutch East India Company, the world’s first publicly-traded multinational company, and traces key aspects of the company’s governance and development during its first ten years, including the emergence of disagreement among shareholders about corporate strategy and dividend policy.

  Keywords: Corporate Governance; Globalized Firms and Management; Organizational Structure; Laws and Statutes; Financial Markets; Business and Shareholder Relations; Business and Government Relations; Business History; Shipping Industry; Netherlands;

  Citation:

  Paine, Lynn S., and Giuseppe Dari-Mattiacci. "The Dutch East India Company in 1612 (A)." Harvard Business School Case 320-047, December 2019.  View Details

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• Case | HBS Case Collection | December 2019

  Mãe Terra and Unilever (A)

  Lynn S. Paine, Ruth Costas and Priscilla Zogbi

  The case concerns the sale of Mae Terra, one of Brazil's leading brands for packaged organic foods, to the consumer goods giant Unilever in 2017. Working with Unilever management, Mae Terra’s CEO Alexandre Borges must determine whether and how to keep Mae Terra's B Certification, which attests to its commitment to having a positive social and environmental impact, and what internal governance mechanisms will enable MaeTerra to maintain its mission, values, and practices even as it is integrated into a large volume-driven multinational whose governance follows standard listed company principles.

  Keywords: Mergers ＆ Acquisitions; brand management; sustainability; Mergers and Acquisitions; Mission and Purpose; Social Enterprise; Corporate Governance; Governing and Advisory Boards; Environmental Sustainability; Organizational Culture; Food and Beverage Industry; Agriculture and Agribusiness Industry; Brazil; Latin America;

  Citation:

  Paine, Lynn S., Ruth Costas, and Priscilla Zogbi. "Mãe Terra and Unilever (A)." Harvard Business School Case 320-075, December 2019.  View Details

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