Suraj Srinivasan is a Professor in the Accounting and Management area at Harvard Business School. He is currently the course-head for the HBS required course Financial Reporting and Control. He also teaches to executives, Strategic Financial Analysis for Business Evaluation, and in corporate governance programs Making Corporate Boards More Effective, Audit Committees in a New Era of Governance and Compensation Committees: New Challenges, New Solutions, in the elective course Business Analysis and Valuation using Financial Statements and in HBS doctoral programs. Prior to joining HBS, Professor Srinivasan was an Assistant Professor of Accounting at the University of Chicago Graduate School of Business from 2004 – 2008 where he received the Ernest R. Wish Accounting Research prize in 2007.
Professor Srinivasan’s research and case writing examines the institutions of corporate governance in the U.S. and internationally. He has studied issues such as the impact of globalization on corporate disclosure practices and compensation arrangements in international companies, the effect of securities regulation on incentives of companies to cross list in the U.S., incentives of audit firms to provide high quality audits, and reputational consequences for corporate directors when companies experience financial reporting problems. His research has been published in leading academic journals such as the Journal of Financial Economics, Journal of Accounting Research, and The Accounting Review among others. He is currently the co-Department Editor for Accounting at Management Science and serves on the editorial board of the Journal of Accounting Research.
Professor Srinivasan earned a bachelor's degree with honors in electrical and electronics engineering and a master's degree in physics with honors from Birla Institute of Technology and Sciences in India prior to earning an MBA from the Indian Institute of Management Calcutta. He also received a doctorate degree in business administration from Harvard Business School in 2004 where he received the George S. Dively Award for outstanding thesis research.
In November and December of 2013, Target Corporation suffered one of the largest cyber breaches till date. The breach that occurred during the busy holiday shopping season resulted in personal and credit card information of about 110 million Target customers to be 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. The case then discusses the role of management and the board of directors in cyber security at Target. Targets board of directors was subject to intense criticism by shareholders and governance experts such as the leading proxy advisor Institutional Shareholder Services (ISS). The case discusses the critique and defense of the board’s role. The case is designed to allow for a discussion of the causes and consequences of the cyber breach and accountability of directors in cyber security.
Uber Technologies Inc., the popular ride-hailing company, entered 2017 having doubled its bookings in 2016 and achieving a valuation of nearly $70 billion, making it the largest venture capital-backed company in the world. Co-founder and CEO Travis Kalanick embodied the company, with a hard-charging attitude embedded in the company’s workplace culture that allowed it to successfully take on the entrenched taxi industry. Uber looked to enjoy another year of global growth in 2017, until lawsuits and a cascading series of scandals surrounding that same workplace culture led a group of powerful investors to seek Kalanick’s resignation to protect their investment. This case presents an overview of the growth of Uber, the impact of Kalanick, and the role that Uber’s board of directors had in shaping the company’s growth. It centers on the factors leading to Uber board members and investors to call for Kalanick’s resignation, focusing on how board oversight can help shape company culture and how entrepreneurial boards deal with founder CEOs. The case also deals with the recommendations of the report prepared by ex-U.S. attorney general Eric Holder on Uber’s workplace culture, and how those recommendations will, or will not, help the company, and the role that the board has in shepherding in those changes.
In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow’s recent performance and advocated that the company split itself to maximize its potential. The activist also proposed two director candidates to join Dow’s board. Third Point offered its director nominees what had come to be known as a “golden leash” incentive structure – a significant amount of incentive payment from the investor if the company performed well. Supporters and critics had weighed in on the pros and cons of such incentive schemes for corporate independent directors. Faced with the prospect of a proxy fight, Dow’s board had to decide whether to invite the two directors on to the company’s board knowing they came with the special payment scheme from the hedge fund.
In 2014 Alibaba debuted on the New York Stock exchange, creating not only the largest IPO in history but this initial desire to list on the Hong Kong Stock Exchange was denied due to the company's desire to preserve its partner's control over decision rights. Why did Hong Kong deny Alibaba's requests to list dual-class shares or to allow its partners to nominate a majority of the board of directors, and in the process turn away a superstar in Alibaba? Why did American stock markets approve of Alibaba's governance structures, despite the warnings of many governance experts? How can investors ensure that their capital would be deployed effectively by the company's top management?
In late 2012, Michael Dell wants to take Dell Inc., the company he founded, private. Mr. Dell believes that the successful company's transformation from a personal computer (PC) manufacturer to an enterprise solutions and services provider (ESS) is dependent on going private without the short-term results scrutiny public companies face. He and a private equity firm, Silver Lake Partners, have made an offer for the company, which Dell Inc.'s board has accepted. The deal requires the vote of a majority of shareholders. Southeastern Asset Management, an investment firm, and Dell Inc.'s second largest shareholder behind Mr. Dell strongly oppose the deal because the offer is well below what Southeastern believes is Dell Inc.'s intrinsic value. Southeastern, along with activist investor Carl Icahn, wage a campaign to defeat the go-private deal and propose a leveraged recapitalization as an alternative. On several occasions it appears that the deal will be voted down by shareholders, but rule changes made by Dell Inc.'s Board eventually pave the way for Mr. Dell to take the eponymous company private—for a price only slightly higher than the original bid. The case describes the reasons why Mr. Dell wants to take Dell Inc. private, why Southeastern and Icahn oppose the deal, the specifics of both the Dell/Silver Lake bid and of Southeastern's/Icahn's leveraged recapitalization proposals, and the events that took place.
