Lena G. Goldberg is a Senior Lecturer in the General Management Group of the Harvard Business School. Previously, she served as Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel of Fidelity Investments, one of the largest mutual fund companies in the United States, a leading provider of workplace retirement savings plans and a leading online brokerage firm.
As Fidelity’s General Counsel for more than a decade, Lena was responsible for overall oversight, management and provision of legal advice and services to the company as well as for development and expansion of the internal legal group which almost quadrupled in size to accommodate the company’ s tremendous growth. Recognized by Inside Counsel as one of the “50 Most Influential In-House Counsel”, she served as a problem solver and innovator at Fidelity, focusing on driving growth while protecting the company’s wide spectrum of domestic and international business operations during periods of robust economic activity as well as during business down-cycles and periods of protracted and intense regulatory scrutiny. While at Fidelity, she served on numerous internal and subsidiary boards, management and oversight committees.
Before joining Fidelity, Ms. Goldberg was a partner and a member of the management committee at Sullivan & Worcester LLP. She headed that firm’s bankruptcy and reorganization group and also practiced in the areas of corporate finance and securities law. Previously, she was an associate with Skadden, Arps, Slate, Meagher & Flom. Lena received her B.A. degree in philosophy from Chatham College where she was elected to Phi Beta Kappa in her junior year, and her J.D. degree, cum laude, from Harvard Law School. She did graduate work in philosophy at the Massachusetts Institute of Technology and the University of Pittsburgh.
Lena was a visiting teacher at the MIT’s Sloan School of Management from 1985 until June 2008 and was one of the founders of the “Manager’s Legal Function” course offered at Sloan. Lena is a director of the BlackRock Equity-Bond Funds, and has been active in a wide variety of nonprofit and pro bono activities including serving as an Overseer of the Museum of Fine Arts of Boston, a director of the Charles Stark Draper Laboratories, Inc., and vice chair of the New England Legal Foundation (2006-2008), a member of the Visiting Committee of Harvard Law School (2003-2011), the advisory board of the Morin Center for Banking and the Financial Services Industry (2002-2010), the advisory board of the Program on the Legal Profession of Harvard Law School (2006 to 2010), a trustee of Chatham University(2007 to 2010), and a member of the Bankruptcy Merit Selection Panel for the District of Massachusetts (2008). She is a fellow of the American Bar Foundation, an executive fellow of the Boston Bar Foundation, serving as president of the Foundation from 2003 to 2004, a former member of the Council and the Diversity Committee of the Boston Bar Association, and a member of the 2008 DirectWomen Board Institute.
Lena lives in Cohasset, Massachusetts with her husband Ron, a diagnostic radiologist.
Ayr Muir, founder and CEO of Clover Food Lab, has grown his restaurant chain from a single food truck to 11 thriving stores but he has no interest in running a regional chain. His ambition is to change the way America eats and his goal is national expansion. As he surveys the competitive landscape and the forces shaping the restaurant industry in 2016, however, he must decide whether to pause the company’s planned expansion beyond the greater Boston area and pursue other opportunities for growth or continue to expand Clover’s geographic footprint.
Goldberg, Lena G., and Sandra Bahous. "From 80 Thoreau to Mooncusser Fish House & Moon Bar (B)." Harvard Business School Supplement 318-066, December 2017.
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When faced with the increasing accumulation of its stock by activist investors led by Daniel Loeb’s Third Point LLC and the activists’ stated objective to replace management and at least some Sotheby’s Board members, Sotheby’s, the world’s oldest auction house, responded with the adoption of a rights plan, also known as a poison pill. Third Point then sued seeking to overturn the plan. The case presents excerpts from the Delaware Chancery Court’s opinion on Third Point’s motion to enjoin Sotheby’s shareholder meeting until the viability of the rights plan could be determined.
After extensive planning, Ian Calhoun, (MBA 2010) who was also a chef trained in Paris at Le Cordon Bleu, and two co-founders launched 80 Thoreau, a “progressive fine dining” restaurant in Concord, MA that became a local favorite as well as a special occasion destination. After five years of successful operations, the founding team contemplated opening a second restaurant in Boston’s Back Bay. Building on the game plan for and lessons learned during the opening of 80 Thoreau, Calhoun and team developed a plan for Mooncusser Fish House and Moon Bar. But as the decision to launch or scupper the new restaurant drew near, the team had to decide whether they had hit upon the right concept, found the right location, and had the managerial capacity to succeed. Would the 80 Thoreau investor group back the project or would the founders need to find new financial backers? Was this the right time to expand?
Goldberg, Lena G., and Sandra Bahous. "From 80 Thoreau to Mooncusser Fish House & Moon Bar (A)." Harvard Business School Case 318-065, September 2017.
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Varsity Brands, the leading manufacturer of cheerleading uniforms in the U.S., obtained copyright protection for certain designs of stripes, chevrons, color blocks and lines on cheerleading uniforms. Star Athletica, a newcomer in the field, used those designs in its own uniforms and was promptly sued by Varsity for copyright infringement. Star countered that cheerleading uniforms were useful articles and, as such, were excluded from copyright protection. In a case that went all the way to the U.S. Supreme Court, the issue of whether certain designs of or on a useful article were sufficiently separable from the article’s utilitarian aspects. If they were separable, then they may be eligible for copyright protection. The outcome of the case could provide the more than $300 billion U.S. fashion industry with long sought protection from knock-offs.
After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders for their Dell shares. T. Rowe Price discovered, however, that a voting glitch had resulted in T. Rowe’s shares being voted in favor of the transaction thus potentially disqualifying it from obtaining the increased value resulting from the appraisal. What obligations did T. Rowe have to its fund and other investors, and what should it do?
T. Rowe Price’s mutual funds, separate accounts, institutional investors, and retirement accounts were, in the aggregate, Dell Inc.’s third largest shareholder in 2013 when Dell announced a management-led buyout, or MBO, structured as a merger. In considering whether to vote for or oppose the transaction, Brian C. Rogers, chairman and chief investment officer at T. Rowe, and his team had to consider whether the price offered represented the fair value of Dell. In addition, if Rogers concluded the merger price did not represent fair value, should T. Rowe simply sell its shares, or was it in the best interests of T. Rowe’s fund and other investors to oppose the deal, risking its possible collapse? And if T. Rowe opposed the transaction but it was nevertheless approved, should T. Rowe pursue appraisal of its shares in the Delaware courts?
Oracle's proposed acquisition of Sun was on a fast track until the EC's antitrust concerns about open-source MySQL ignited a transatlantic war of words delaying the deal. Sun's performance suffered and its customers were approached by competitors while regulatory objections were debated and tensions rose between U.S. and EC regulators.
Oracle's proposed acquisition of Sun was on a fast track until the EC's antitrust concerns about open-source MySQL ignited a transatlantic war of words delaying the deal. Sun's performance suffered and its customers were approached by competitors while regulatory objections were debated and tensions rose between U.S. and EC regulators.
Lena G. Goldberg, Vincent Dessain, Ottavia Pesce and Karol Misztal
Nearly 27,000 people depended on Ilva Steel Taranto, the largest steel-making plant in Europe, for their livelihoods, but the plant's pollution fouled the environment and increased the incidence of tumors, respiratory illnesses and deaths. In July 2012, faced with a court-ordered partial shut-down and a possibly unaffordable remediation plan, the company's newly appointed head must decide what to do next.
Goldberg, Lena G., Vincent Dessain, Ottavia Pesce, and Karol Misztal. "Ilva Steel Taranto: Providing and Polluting (A)." Harvard Business School Case 314-045, October 2013. (Revised May 2016.)
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In July 2007, after several failed attempts to acquire Huntsman Corporation, Hexion/Apollo prevailed in a bidding war for the company and signed a definitive merger agreement. Apollo had down bid Huntsman during previous attempts to acquire the company, and Huntsman was suspicious. That suspicion, coupled with Huntsman's leverage that resulted from a competitive bid situation, prompted and enabled Huntsman to negotiate seller friendly terms. For example, there was no financing contingency, and although the merger agreement contained both a material adverse effect (MAE) clause and a reverse termination fee, the potential damages if Hexion/Apollo breached the agreement were uncapped. As the credit markets deteriorated in late 2007 and into 2008 and Huntsman turned in disappointing financial results, the Huntsman deal no longer looked attractive to Hexion/Apollo. Hexion/Apollo wanted out. Would the material adverse change (MAC) clause in the merger agreement permit Hexion/Apollo to simply walk away? Even if the MAE clause were not applicable, could Hexion/Apollo walk away by paying the reverse termination fee? Or were potential damages uncapped?
This Note introduces the Module on Responsibilities to Customers taught in Leadership and Corporate Accountability, a required course in the Harvard Business School MBA program. The Note outlines the asymmetries inherent in the company-customer relationship and positions the economic, legal and ethical responsibilities of companies to their customers as ways of addressing these asymmetries.
Applegate, Lynda M., Karen Gordon Mills, Lena G. Goldberg, and Annelena Lobb. "The Grommet - Video Supplement." Harvard Business School Video Supplement 815-703, November 2014.
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Serial entrepreneur and shoe designer Taryn Rose, M.D., prepared to launch a new e-commerce platform, Dresr, which would connect shoppers with tastemakers online. Dresr would bring the service element found in brick and mortar luxury stores into the online shopping experience, and allow consumers to select outfits from multiple retailers and make their purchases with a single click. Rose worked with a street marketing team to introduce the new platform in hopes of generating online buzz. Street marketing often introduced legal risks, however, and Rose wished to minimize legal exposure.
Goldberg, Lena G., Marcel Saucet, and Christine Snively. "Taryn Rose Launches Dresr: Street Marketing a Luxury Brand." Harvard Business School Case 315-025, November 2014.
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This note considers common legal pitfalls associated with the launch of new products. A series of questions are presented that companies poised to launch a product should keep in mind. Questions about advertising, pricing, and branding are explored, as well as who in a product's supply chain might bear liability if the product is faulty.
In 2013 Ning Tang, who in 2006 founded CreditEase as a broker of P2P loans to unbanked individuals and small businesses in China, confronts the challenges of rapid growth and expansion in a changing regulatory environment. CreditEase needs to develop technology to manage its growth, address issues related to the company's expansion into products and services for China's growing high net worth (HNW) population, including questions about the suitability of its products and its vulnerability to bad debt losses and a potential leveling off of the growth in China's economy, and adjust to new and more intensive regulatory oversight. What should Tang do to position CreditEase so that it can continue to fulfill its mission of making financial products and services available to millions of underserved Chinese while branching out into other, potentially riskier lines of business and ensuring continuing compliance with evolving laws and regulations? Will its rapid growth be sustainable?
The fiduciary duties of loyalty and care, the corporate opportunity doctrine and the business judgment rule are introduced in the context of three vignettes drawn from decided cases that explore: a classic test of loyalty when one partner elects to take advantage of an opportunity the partnership may also be able to pursue (Meinhard v. Salmon); the care and procedure directors should employ when approving a merger or sale of the company (Smith v. Van Gorkum); and the board's role and process in hiring, firing and severance decisions (Ovitz at Disney).
Lena G. Goldberg, Vincent Dessain, Ottavia Pesce and Karol Misztal
Citation:
Goldberg, Lena G., Vincent Dessain, Ottavia Pesce, and Karol Misztal. "Ilva Steel Taranto: Providing and Polluting (C)." Harvard Business School Supplement 314-059, November 2013.
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Lena G. Goldberg, Vincent Dessain, Ottavia Pesce and Karol Misztal
Citation:
Goldberg, Lena G., Vincent Dessain, Ottavia Pesce, and Karol Misztal. "Ilva Steel Taranto: Providing and Polluting (B)." Harvard Business School Supplement 314-058, November 2013.
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After leading a management buy-out, Harold Mills transformed ZeroChaos into a global staffing enterprise. Poised to raise additional capital to fund the company's next phase of growth, he was also confronting the liquidity demands of his early-stage investors and relationships were becoming strained.
Goldberg, Lena G., and Maurice L. Kuykendoll II. "Harold Mills at ZeroChaos (B)." Harvard Business School Supplement 314-044, August 2013. (Revised December 2017.)
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After leading a management buy-out, Harold Mills transformed ZeroChaos into a global staffing enterprise. Poised to raise additional capital to fund the company's next phase of growth, he was also confronting the liquidity demands of his early-stage investors and relationships were becoming strained.
Despite its success in the social-networking space, Facebook Inc.'s May 2012 IPO was largely considered a failure. Facebook faced multiple lawsuits and its share price had dropped significantly. Adversaries contended that Facebook had misled investors and violated securities laws. Were the allegations legitimate, and did the litigation pose a serious threat to Facebook's share price?
This Note summarizes the potential of the Jobs Act of 2012 to change the way in which emerging growth companies, or EMGs, access capital markets. Described as among the most significant change to US securities laws in over 20 years, the Jobs Act may reduce the burdens associated with going public while at the same time making it easier for EMGs to remain private. In addition to the so-called "IPO On-Ramp" and "crowdfunding," the Note briefly discusses the changes to general solicitation and general advertising rules, the private holder cap and mini-public offerings.
The decision-making process, policies and procedures, and legal obligations of the Board, the company's inside counsel and the company's outside counsel are explored in connection with on-boarding, investigating alleged misconduct of, and terminating a company's CEO, and the impact of specific contractual obligations is considered. The A case details the on-boarding process and critical terms in the CEO's employment agreement. The B case considers the first investigation of the CEO's alleged misconduct. The C case details the CEO's termination.
The decision-making process, policies and procedures, and legal obligations of the Board, the company's inside counsel and the company's outside counsel are explored in connection with on-boarding, investigating alleged misconduct of, and terminating a company's CEO, and the impact of specific contractual obligations is considered. The A case details the on-boarding process and critical terms in the CEO's employment agreement. The B case considers the first investigation of the CEO's alleged misconduct. The C case details the CEO's termination.
The decision-making process, policies and procedures, and legal obligations of the Board, the company's inside counsel and the company's outside counsel are explored in connection with on-boarding, investigating alleged misconduct of, and terminating a company's CEO, and the impact of specific contractual obligations is considered. The A case details the on-boarding process and critical terms in the CEO's employment agreement. The B case considers the first investigation of the CEO's alleged misconduct. The C case details the CEO's termination.
The international joint venture that successfully bid for $6 billion in contracts to build LNG trains on Nigeria's Bonny Island became entangled in a widening bribery and corruption probe triggered by an unrelated accusation against an employee of one of the JV partners. The (A) case discusses the JV's "business as usual" approach to doing business in the context of Nigeria's political culture and the involvement of Albert "Jack" Stanley, the JV's alleged manager, in structuring and implementing an elaborate bribery scheme. The "B" case relates Stanley's actions after he became the subject of multiple investigations and was terminated by Halliburton, parent of the U.S. JV partner, for taking kickbacks. The "C" case details the resolution of bribery and corruption allegations against Stanley, several of his associates and the JV partners.
Six vignettes drawn from decided cases explore legal and business issues in hiring, firing, promoting, and demoting employees, with an emphasis on protected classes, pretext, and anti-discrimination laws in the setting of start-ups and privately held companies.
Henry B. Reiling, Lena G. Goldberg, Christopher Bruner and Kevin Wall
Citation:
Reiling, Henry B., Lena G. Goldberg, Christopher Bruner, and Kevin Wall. "Esser & Ackermann at Mannesmann." Harvard Business School Case 209-095, January 2009. (Revised February 2014.)
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Focuses on a small start-up software company engaged in a negotiation over its software licensing agreement with a very large potential client. The entrepreneur must weight legal and business issues vs. his desire to land the key customer.
After successful capital raises and significant progress in gaining market acceptance of its tools for analyzing public opinion, Crimson Hexagon's CEO prepares to address the company's investors on the question of exit strategy.
Eloise Bune successfully turned an idea into a product, but could she persuade angel investors that she had a business worth investing in? The case details her interactions with the angel investors and explores the role of angel investors in providing financial capital, business experience, and other assistance to start-ups.
Having received an extensive critique of her business plan but only a small amount of financing from an angel group she pitched in 2010, Eloise Bune responds to the angels' concerns, refines her presentation, and pitches her company again.
This note reviews the professional responsibilities and obligations of lawyers In the United States, explains how those standards affect client relationships and, by summarizing rules for resolution of conflicts and withdrawal, sets the stage for a discussion of the concept of professional loyalty to both a company and larger societal interests.
Goldberg, Lena G., and Chad Carr. "The Profession of the Law." Harvard Business School Background Note 311-028, July 2010. (Revised September 2011.)
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This module note briefly reviews several approaches to assessing the link between law and specific rules and regulations and a favorable climate for entrepreneurship and economic growth.
Casual discussions of ideas for a new business can have unintended legal consequences and expectations about founder status and ownership shares may diverge widely. Using facts from a litigated case, the concept of inadvertent formation of a partnership is explored.
Factors affecting decision making about appropriate types of business entities are explored in the context of advising a prospective investor with particular emphasis on why LLCs are increasingly "go-to" entities. The potential effect of choice of organization on litigation outcomes is illustrated using the Delaware Chancery Court's decision in Fisk Ventures, LLC v. Segal, 2008 WL 1961156 (May 7, 2008), and the practical implications of the differences between unincorporated and corporate entities are highlighted.
The international joint venture that successfully bid for $6 billion in contracts to build LNG trains on Nigeria's Bonny Island became entangled in a widening bribery and corruption probe triggered by an unrelated accusation against an employee of one of the JV partners. The (A) case discusses the JV's "business as usual" approach to doing business in the context of Nigeria's political culture and the involvement of Albert "Jack" Stanley, the JV's alleged manager, in structuring and implementing an elaborate bribery scheme. The "B" case relates Stanley's actions after he became the subject of multiple investigations and was terminated by Halliburton, parent of the U.S. JV partner, for taking kickbacks. The "C" case details the resolution of bribery and corruption allegations against Stanley, several of his associates and the JV partners.
This note summarizes basic principles of tort law and is intended as background information for business students studying legal aspects of management.
Notwithstanding the professed intention of a party to an MOU, a "preliminary" agreement can have binding effect. This note explores the circumstances under which MOUs may give rise to binding and enforceable agreements.
Goldberg, Lena G., and Henry B. Reiling. "Esser & Ackermann at Mannesmann (TN)." Harvard Business School Teaching Note 211-071, January 2011. (Revised January 2011.)
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The competing narratives of the founders of Alantec, Inc. and the venture capitalists who funded the company are explored in the context of Kalashian v. Advent VI Ltd. a California Superior Court case. The founders of the company, which produced switches for computer networks, raised several rounds of financing from venture capital firms that ended up controlling the company's board. After the company continued to fall short of its sales projections, the board ousted the founders and brought in new management. The company subsequently raised two new rounds of financing which resulted in dilution of the interests of the founders from about 8% to less than .01 %. Alantec then launched a new product, "the Power Hub," which became highly successful, and the company ultimately went public. The founders sold their remaining shares shortly after the IPO. Two years later, Alantec was acquired for the equivalent of $70 per share. Following the sale, the founders sued, alleging that the venture capitalists had committed fraud and breached their fiduciary duties as controlling shareholders of Alantec. The case presents actual excerpts from the trial briefs of both the founders and the venture capitalists, and presents competing views on how and why the dilution occurred.
A board's decision-making and process in investigating and terminating a company's CEO are explored and the company's policies and contractual obligations considered.
Goldberg, Lena G., and Chad Carr. "Employment Vignettes (TN)." Harvard Business School Teaching Note 311-081, December 2010. (Revised October 2012.)
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As the sole female employee in an 11 person production shop, Lisa Ocheltree complained about being subjected to crass sexual "jokes" and antics; after being discharged, she filed a sexual harassment lawsuit against her former employer, Scollon Productions, alleging sexual harassment, maintenance of a hostile work environment, management's failure to stop the offending conduct, and the company's failure to have adequate policies in place to effectively deal with sexual harassment. The case was scheduled for a jury trial.
Goldberg, Lena G., and Chad Carr. "Scollon Productions: Working with a Bunch of Characters." Harvard Business School Case 311-073, October 2010.
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This note discusses competing theories of governance in family owned firms and focuses on agency theory, stewardship theory, and the sociological concept of embeddedness.
The chairman and CEO of Bush Brothers grapples with leading and managing changes in strategy, governance and board composition, as well as succession, compensation and ownership issues, as he takes the family owned/family operated business into its fourth generation. As the company faces the prospect of hiring a non-family member to lead it into its second century, chairman and CEO Jim Ethier and the board strive to ensure that the business both remains faithful to the values of its founders and is well-positioned to take on the multiple challenges it faces.
Musacchio, Aldo, and Lena G. Goldberg. "Petrobras in Ecuador (TN) (A), (B) and (C)." Harvard Business School Teaching Note 311-043, August 2010.
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In late January 2009, Thomas Fekete, managing director at Barclays Wealth in London, redeemed the most illiquid positions in the so-called Wealth Absolute Return Fund (WAR), one of Barclays Wealth's most promising offshore funds of hedge funds, and halted the Fund's investment activities. For Fekete, the decision to declare the WAR funds a ''failed experiment" marked a turning point. In May 2009, money from the redeemed underlying funds would become available, and by that date, he had to develop a new investment strategy. Fekete faced two options. Option one was to revive the WAR Fund. Option two was to shelve the WAR Fund and launch a new fund of UCITS regulated funds domiciled in Europe with UCITS qualification. Which strategy would be the best way to invest during this period of crisis, to the benefit of both Barclays Wealth and its clients?
Under the U.S. Patent Act, a patent owner has a statutory right to exclude others from engaging in the unauthorized production, use, sale, or importation of a patented invention. This note examines how that right is enforced and what remedies a patent owner has when that right is violated.
Facing the worldwide financial crisis, Goldman Sachs CEO Lloyd Blankfein considered his options including whether his company could avoid a forced marriage and what steps Goldman Sachs should take to try to restore confidence in financial services companies.
Having taken steps to shore up investor confidence, during the turbulent fourth quarter of 2008, Goldman Sachs confronts the challenge of whether its business model will continue to be viable under radically altered market conditions and a new regulatory regime.
After posting its first-ever quarterly loss in 2008, Goldman Sachs surpassed market expectations for the first quarter of 2009 but came under intensive fire for, among other things, announcing its intention to repay TARP thereby avoiding its compensation limitations.
Cypress Sharpridge, a REIT investing in agency securities, launched its IPO just before the collapse of the subprime mortgage market. The IPO failed. In June 2009, an IPO window seemed to be opening. Should the company try again? CEO Kevin Grant knew that his company's survival depended on differentiating itself from discredited real estate investment strategies and raising permanent capital. But if its IPO failed again, the company might lose any remaining credibility and be forced to fold.
This case provides students with an opportunity to analyze the restructuring of Chrysler in the midst of the financial crisis of 2008–2009. It describes how debtors can use section 363 of the U.S. Bankruptcy Code to sell assets quickly. It allows for discussion of who benefits and who loses in such restructurings, and it also raises a variety of policy issues concerning 363 sales and the appropriate role of government entities in restructurings.
Foley, C. Fritz, Lena G. Goldberg, and Linnea Meyer. "Chrysler's Sale to Fiat." Harvard Business School Case 210-022, March 2010. (Revised May 2010.)
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On October 18, 2007, Ecuador's President Rafael Correa announced his intention to migrate Petrobras' existing participation contracts to exploit oil reserves in Ecuador's Blocks 18 and 31 to servicing agreements under which Petrobras would be paid a production fee and reimbursed for investment costs but all recovered oil would belong to the government. Correa also announced a dramatic increase in corporate taxes and changes to other contracts to which Petrobras was a party. All foreign oil companies operating In Ecuador would be similarly affected and any company refusing to "renegotiate" its contracts would face a 100% tax on profits. How should Petrobras respond to Ecuador's riding roughshod over its contracts? Should Petrobras take the Ecuadorian government to arbitration? Or would it be better to pursue a negotiated solution similar to that reached in Bolivia a year earlier? How should Petrobras balance its fiduciary duties to and the best Interests of its shareholders with the interests of the Brazilian government? How should it communicate with its various constituencies?
Musacchio, Aldo, Lena G. Goldberg, and Ricardo Reisen de Pinho. "Petrobras in Ecuador (A)." Harvard Business School Case 309-107, April 2009. (Revised August 2009.)
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Musacchio, Aldo, Lena G. Goldberg, and Ricardo Reisen de Pinho. "Petrobras in Ecuador (B)." Harvard Business School Supplement 309-108, April 2009.
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