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- January 2025
- Case
Cyber Oversight: SolarWinds Board of Directors
By: Lynn S. Paine
In 2020, just two years after its IPO, information technology company SolarWinds discovered that it was the victim of an attack on its information systems by Russian hackers. The incident, known as the Sunburst attack, was costly for the company, and certain... View Details
- November–December 2024
- Article
How Robust Is Your Climate Governance?
By: Lynn S. Paine and Suraj Srinivasan
During the past few years, as evidence of climate change and its effects has mounted, many corporate boards have added climate governance to their agendas. But the maturity of boards’ climate-oversight processes and activities varies widely.
To better... View Details
To better... View Details
- November 2024
- Background Note
Nonprofit Governance: Some Basics
By: Lynn S. Paine and Will Hurwitz
This background note discusses basics about the prevalence, purpose, and unique legal, governance and regulatory dynamics of nonprofits and their boards of directors. The note describes both similarities and differences between for-profit and non-profit governance,... View Details
- August 19, 2024
- Article
The Business Roundtable’s Stakeholder Pledge, Five Years Later
By: Lynn S. Paine
Five years ago, the Business Roundtable issued a statement pledging to “lead their companies for the benefit of all stakeholders.” In the past five years, stakeholderism has gained wider acceptance and helped many corporate leaders see the value of taking the interests... View Details
- June 2024 (Revised December 2024)
- Case
Climate Governance at Linde plc (A)
By: Lynn S. Paine, Suraj Srinivasan, Emilie Billaud and Vincent Dessain
In July 2023, the Linde plc board of directors' sustainability committee convened in London to review the company's environmental performance, with a focus on decarbonization and clean energy. Linde was the world's largest industrial gas supplier, with a workforce... View Details
Keywords: Climate Change; Environmental Sustainability; Green Technology; Multinational Firms and Management; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing and Advisory Boards; Compensation and Benefits; Innovation Strategy; Leading Change; Goals and Objectives; Business and Shareholder Relations; Chemical Industry; United States; Germany; Europe; North America; London
- June 2024
- Supplement
Climate Governance at Linde plc (B)
By: Lynn S. Paine, Suraj Srinivasan, Emilie Billaud and Vincent Dessain
In July 2023, the Linde plc board of directors' sustainability committee convened in London to review the company's environmental performance, with a focus on decarbonization and clean energy. Linde was the world's largest industrial gas supplier, with a workforce of... View Details
Keywords: Climate Change; Environmental Sustainability; Green Technology; Multinational Firms and Management; Corporate Accountability; Corporate Disclosure; Corporate Governance; Governing and Advisory Boards; Compensation and Benefits; Innovation Strategy; Leading Change; Goals and Objectives; Business and Shareholder Relations; Chemical Industry; Energy Industry; United States; Germany; Europe; North America; London
- March 2024 (Revised May 2024)
- Supplement
Governing OpenAI (B)
By: Lynn S. Paine, Suraj Srinivasan and Will Hurwitz
- March 2024 (Revised June 2024)
- Case
Governing OpenAI (A)
By: Lynn S. Paine, Suraj Srinivasan and Will Hurwitz
In late November 2023, OpenAI’s new board of directors took stock of the situation. The company, which sought to develop artificial general intelligence (AGI)—computer systems with capabilities exceeding human abilities—was looking to regain its footing after a chaotic... View Details
Keywords: Artificial Intelligence; Board Of Directors; Board Decisions; Board Dynamics; Corporate Boards; Governance Changes; Governance Structure; Leadership Change; Legal Aspects Of Business; Nonprofit Governance; Strategy And Execution; Technological Change; AI and Machine Learning; Corporate Governance; Leadership; Management; Mission and Purpose; Technological Innovation; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Resignation and Termination; Ethics; Nonprofit Organizations; Open Source Distribution; Partners and Partnerships; Technology Industry; San Francisco; United States
- 2024
- Chapter
Managing for Organisational Integrity: My Take After Three Decades
By: Lynn S. Paine
This chapter revisits core ideas from my 1994 article “Managing for Organizational Integrity” and explores a critical issue not discussed in the article: the role of corporate boards. In the chapter, I first re-examine the article’s ideas about the origins of... View Details
- October 2023 (Revised January 2024)
- Case
McDonald's Board of Directors (A)
By: Lynn S. Paine and Will Hurwitz
In October 2019, the McDonald’s Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel’s investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing... View Details
Keywords: Board Of Directors; Board Chair; Board Decisions; Business Ethics; Corporate Boards; Fast Food; Franchising; Legal Aspects Of Business; Legal Battle; Legal Settlement; Misconduct; Regulation; Reorganization; Restaurant Industry; Sexual Harassment; Shareholders; Stakeholder Management; Strategy And Execution; Turnaround; Corporate Accountability; Corporate Governance; Culture; Executive Compensation; Leadership; Management; Ethics; Governing and Advisory Boards; Business and Stakeholder Relations; Food and Beverage Industry; Illinois; United States
- September–October 2023
- Article
What Does 'Stakeholder Capitalism' Mean to You?: A Guide to the Four Main Types
By: Lynn S. Paine
Business leaders are being urged to adopt a multistakeholder approach to governance in place of the shareholder-centered approach that has guided their work for several decades. But through hundreds of interviews with directors, executives, investors, governance... View Details
- 2023
- Working Paper
Corporate Leaders Say They Are for Stakeholder Capitalism—But Which Version Exactly?: A Critical Look at Four Varieties
By: Lynn S. Paine
The past few years have seen an outpouring of articles and statements heralding the
arrival of a new and more inclusive form of capitalism often called stakeholder capitalism. The
new capitalism promises to strengthen companies, improve outcomes for their... View Details
- April 2023
- Case
Strive Asset Management
By: Suraj Srinivasan, Lynn S. Paine and Aldo Sesia
Strive Asset Management, which launched in 2022, was actively targeting several leading U.S. companies in the upcoming 2023 proxy voting season to stop acquiescing to those large asset managers and other institutional shareholders who were pressing those companies to... View Details
- March 2023
- Case
FinTunes, Inc., Board of Directors
By: Lynn S. Paine and Jennifer Fonstad
The board of FinTunes, Inc., a start-up aimed at helping musicians distribute their work and manage their finances, must decide among three candidates to serve as the company’s first independent director. The terms of FinTunes’ last round of financing provided that the... View Details
- February 2023
- Supplement
Peloton Interactive (B)
By: Suraj Srinivasan, Lynn S. Paine and David Lane
Supplements “Peloton Interactive (A)” (HBS No. 323-005), describing company restructuring and changes to management and the board of directors between February 8 and early October 2022. View Details
- January 2023 (Revised May 2023)
- Case
Peloton Interactive (A)
By: Suraj Srinivasan, Lynn S. Paine and David Lane
Early in February 2022, the board of Peloton Interactive faced some knotty challenges. Immense pandemic demand for its stationary exercise bicycles and treadmills had prompted the firm to scale up production rapidly. But as gyms reopened and the virulence of the virus... View Details