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We use an important legal event to examine the effect of managerial fiduciary duties on equity-debt conflicts. A 1991 legal ruling...
We use an important legal event as a natural experiment to examine the effect of management fiduciary duties on equity-debt conflicts. A 1991...
- November 2020 (Revised April 2021)
- Case
Roll-Ups and Surprise Billing: Collisions at the Intersection of Private Equity and Patient Care
By: Trevor Fetter and Kira Seiger
This case describes the increasing investment by private equity (PE) firms in patient care and other healthcare services. The case focuses on investments in physician staffing firms and roll-up strategy investments in physician practice management (PPM). Included in...
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Keywords:
Business Ventures;
Acquisition;
Mergers and Acquisitions;
Business Model;
Change;
Disruption;
Fluctuation;
Trends;
Customers;
Customer Value and Value Chain;
Ethics;
Fairness;
Finance;
Equity;
Insurance;
Private Equity;
Geography;
Geographic Scope;
Health;
Health Care and Treatment;
Markets;
Demand and Consumers;
Supply and Industry;
Industry Structures;
Ownership;
Ownership Type;
Private Ownership;
Relationships;
Agency Theory;
Business and Community Relations;
Business and Shareholder Relations;
Business and Stakeholder Relations;
Networks;
Strategy;
Competition;
Consolidation;
Expansion;
Integration;
Horizontal Integration;
Vertical Integration;
Value;
Value Creation;
Health Industry;
Insurance Industry;
United States
- 2020
- Working Paper
Conflicting Interests and the Effect of Fiduciary Duty—Evidence from Variable Annuities
By: Mark Egan, Shan Ge and Johnny Tang
We examine the drivers of variable annuity sales and the impact of a proposed regulatory change. Variable annuities are popular retirement products with over $2 trillion in assets in the United States. Insurers typically pay brokers a commission for selling variable...
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- December 2019 (Revised December 2020)
- Technical Note
A Short Note on Fiduciary Duties
By: Lena G. Goldberg, Rebecca Henderson and Amy W. Schulman
- November 2018 (Revised January 2019)
- Module Note
Responsibilities to Investors (Abridged)
By: Lena G. Goldberg and Joseph L. Badaracco
This note focuses on managers’ responsibilities—economic, legal, and ethical—to investors. In capitalist and some socialist economies, these responsibilities traditionally have been grounded in fiduciary duties and are typically part of the common law or statutory law...
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- Article
ESG Integration in Investment Management: Myths and Realities
By: Sakis Kotsantonis, Christopher Pinney and George Serafeim
The authors’ aim in this article is to set the record straight on the financial performance of sustainable investing while also correcting a number of other widespread misconceptions about this rapidly growing set of principles and methods.
Myth Number 1:...
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- Article
Professionalism, Fiduciary Duty, and Health-Related Business Leadership
Expanding fiduciary duty to leaders of health-related businesses can help leaders meet the challenges of caring for not only the corporation and shareholders but also the patients and medical professionals. How should leaders of health-related businesses weigh the...
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- January 2014 (Revised October 2014)
- Supplement
Mittal Steel's Pursuit of Arcelor (B)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor...
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- January 2014 (Revised September 2015)
- Case
Mittal Steel's Pursuit of Arcelor (A)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor...
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- November 2005 (Revised February 2006)
- Case
Oracle vs. PeopleSoft (A)
By: Lynn S. Paine, Guhan Subramanian and David Millstone
Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the...
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- November 2004 (Revised June 2005)
- Case
Mall of America (A)
By: Lynn S. Paine and Christopher Bruner
Explores fiduciary duty issues that arose in litigation among partners in the partnership that owned and controlled the Mall of America. Describes the complex real estate transaction in which one partner attempted to purchase an additional interest in the mall from a...
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- June 2003 (Revised June 2003)
- Background Note
M & A Legal Context: Basic Framework for Corporate Governance
By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
Students are introduced to the basic framework for corporate governance. Begins by describing the complex role of the modern corporation, then proceeds by discussing the fiduciary duties to which a board of trustees is bound (duty of care, duty of loyalty, etc.), and...
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- January 2002 (Revised October 2007)
- Case
Grantham, Mayo, Van Otterloo & Co., 2001
By: Joshua Musher and Andre F. Perold
Asset manager GMO underperforms the market during the 1996-2000 stock market bubble because of the focus on absolute risk. After suffering significant client withdrawals, performance again shines when the bubble collapses. Did they win the battle only to lose the war?...
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- July 1999 (Revised April 2001)
- Case
Quickturn Design Systems, Inc. (A)
By: Jay W. Lorsch and Katharina Pick
Quickturn Design Systems, Inc. faces a hostile takeover bid from its competitor, Mentor Graphics. Mentor makes the bid at a moment when Quickturn's stock price is depressed and the company is defending against a patent suit filed by Mentor. The two companies have a...
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- July 1995
- Background Note
Managerial Duties and Business Law
By: Joseph L. Badaracco Jr. and Jerry Useem
Consists of excerpts from Principles of Corporate Governance, a set of legal guidelines that enumerates the principal duties of corporate managers and directors, including fiduciary duty, duty of care, and duty of fair dealing. Also addresses legal obligations relating...
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- winter 1988
- Article
Management Buyouts and Managerial Efforts
By: Robert F. Bruner and Lynn S. Paine
Management buyouts, which have played an important role in the recent wave of corporate restructurings, have been criticized from several directions. This article addresses the problems created by management's conflict of interest. As members of the buyout team,...
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