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- Faculty Publications (111)
- June 2014 (Revised May 2017)
- Case
Southeastern Asset Management Challenges Buyout at Dell
By: Paul Healy, Suraj Srinivasan and Aldo Sesia
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...
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Keywords:
Leveraged Buyout Transaction;
Leveraged Recapitalization;
Management Buyout;
Dell, Inc.;
Hedge Fund;
Corporate Governance Theory;
Valuation;
Valuation Ratios;
Valuation Methodologies;
Board Of Directors;
Boards Of Directors;
Carl Icahn;
Computer Services Industries;
Proxy Contest;
Proxy Battles;
Proxy Fight;
Proxy Advisor;
Financial Accounting;
Financial Analysis;
Financial Ratios;
Finance;
Corporate Accountability;
Corporate Governance;
Corporate Finance;
Leveraged Buyouts;
Computer Industry;
United States
Healy, Paul, Suraj Srinivasan, and Aldo Sesia. "Southeastern Asset Management Challenges Buyout at Dell." Harvard Business School Case 114-015, June 2014. (Revised May 2017.)
- Article
The Use of Broker Votes to Reward Brokerage Firms' and Their Analysts' Research Activities
By: David A. Maber, Boris Groysberg and Paul M. Healy
In traditional markets, the price mechanism directs the flow of resources and governs the process through which supply and demand are brought into equilibrium. In the investment-research industry, broker votes perform these functions. Using detailed clinical data from...
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Maber, David A., Boris Groysberg, and Paul M. Healy. "The Use of Broker Votes to Reward Brokerage Firms' and Their Analysts' Research Activities." Harvard Business School Working Knowledge (March 19, 2014).
- March 2014 (Revised May 2014)
- Teaching Note
The TELUS Share Conversion Proposal
By: Lucy White and Benjamin C. Esty
On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general...
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Keywords:
Proxy Contest;
Proxy Battle;
Proxy Advisor;
ISS;
Glass Lewis & Co.;
Hedge Fund;
Short Selling;
Share Lending;
Telecommunications;
Voting Rights;
Empty Voting;
Equity Decoupling;
Share Unification;
Dual Class Shares;
Canada;
Exchange Ratio;
Shareholder Activism;
Shareholder Votes;
Investment Activism;
Public Equity;
Capital Structure;
Investment Return;
Corporate Governance;
Corporate Finance;
Ownership Stake;
Business and Shareholder Relations;
Valuation;
Telecommunications Industry;
Canada;
British Columbia;
United States;
New York (city, NY)
- March 2014 (Revised September 2019)
- Teaching Note
Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'
By: Suraj Srinivasan and Charles C.Y. Wang
This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm CEO's pay was inflated and...
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- February 2014
- Article
Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation
By: Francois Brochet and Suraj Srinivasan
We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over...
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Keywords:
Independent Directors;
Litigation Risk;
Class Action Lawsuits;
Director Accountability;
Reputation;
Boards Of Directors;
Corporate Governance;
Debt Securities;
Corporate Accountability;
Lawsuits and Litigation
Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Journal of Financial Economics 111, no. 2 (February 2014): 430–449.
- 2016
- Working Paper
Consequences to Directors of Shareholder Activism
By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan
Using a comprehensive sample for 2004–2012, we examine the impact of shareholder activist campaigns on the careers of directors of targeted firms. We find that activism is associated with directors being almost twice as likely to leave—and performance-sensitivity of...
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Keywords:
Shareholder Activism;
Hedge Funds;
Independent Directors;
Director Reputation;
Accountability;
Shareholder Voting;
Voting;
Retention;
Investment Funds;
Management Teams;
Investment Activism
Gow, Ian D., Sa-Pyung Sean Shin, and Suraj Srinivasan. "Consequences to Directors of Shareholder Activism." Harvard Business School Working Paper, No. 14-071, February 2014. (Revised May 2016.)
- January 2014 (Revised January 2014)
- Case
Showdown at Cracker Barrel
By: Suraj Srinivasan and Tim Gray
In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a...
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Keywords:
Boards;
Activist Investors;
Proxy Battles;
Shareholder Activism;
Peer Firm;
Ratio Analysis;
Financial Accounting;
Financial Analysis;
Board Of Directors;
Boards Of Directors;
Financial Intermediaries;
Financial Analysts;
CEO Turnover;
New CEO;
Peer Groups;
Hedge Fund;
Hedge Funds;
Proxy Contest;
Proxy Fight;
Proxy Advisor;
Proxy Battle;
Financial Statement Analysis;
Financial Strategy;
Corporate Governance;
Corporate Disclosure;
Governing and Advisory Boards;
Competition;
Valuation;
Business Strategy;
Value Creation;
Business and Shareholder Relations;
Financial Reporting;
Financial Statements;
Retail Industry;
Food and Beverage Industry;
United States
Srinivasan, Suraj, and Tim Gray. "Showdown at Cracker Barrel." Harvard Business School Case 114-026, January 2014. (Revised January 2014.)
- October 2013 (Revised September 2014)
- Case
The TELUS Share Conversion Proposal
By: Lucy White, Benjamin C. Esty and Lisa Mazzanti
On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general...
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Keywords:
Proxy Contest;
Proxy Battle;
Proxy Advisor;
ISS;
Glass Lewis & Co.;
Hedge Fund;
Short Selling;
Share Lending;
Telecommunications;
Voting Rights;
Empty Voting;
Equity Decoupling;
Share Unification;
Dual Class Shares;
Canada;
Exchange Ratio;
Shareholder Activism;
Shareholder Votes;
Investment Activism;
Public Equity;
Capital Structure;
Investment Return;
Corporate Governance;
Corporate Finance;
Ownership Stake;
Business and Shareholder Relations;
Valuation;
Telecommunications Industry;
Canada;
British Columbia;
United States;
New York (city, NY)
White, Lucy, Benjamin C. Esty, and Lisa Mazzanti. "The TELUS Share Conversion Proposal." Harvard Business School Case 214-001, October 2013. (Revised September 2014.)
- July 2013 (Revised September 2019)
- Case
Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'
By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker
This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and...
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Keywords:
ISS;
Proxy Advisor;
Investor Communication;
Investor Relations;
Peers;
Say-on-Pay;
Benchmarking;
Peer Group;
Compensation Committees;
Board Of Directors;
Governing and Advisory Boards;
Executive Compensation;
Corporate Governance;
Business and Shareholder Relations;
Telecommunications Industry
Srinivasan, Suraj, Charles C.Y. Wang, and Kelly Baker. "Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'." Harvard Business School Case 114-005, July 2013. (Revised September 2019.)
- 2013
- Working Paper
Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation
By: Francois Brochet and Suraj Srinivasan
We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over...
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Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Working Paper, 2013. (Harvard Business School Working Paper, No. 13-104, June 2013.)
- 2013
- Working Paper
Managers and Market Capitalism
By: Rebecca Henderson and Karthik Ramanna
In a capitalist system based on free markets, do managers have responsibilities to the system itself? If they do, should these responsibilities shape their behavior when they are engaging in the political process in an attempt to structure the institutions of...
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- 5 Feb 2013
- Conference Presentation
Financing Entrepreneurial Growth
By: Tom Alberg, Andrew A. Bogan, Harold Bradley, Robert D. Cooter, Monika Gruter Cheney, Oliver R. Goodenough, William R. Hambrecht, Frank Hatheway, Thomas F. Hellmann, Marianne Hudson, Jared Konczal, Josh Lerner, Robert E. Litan, Diane Mulcahy, Ramana Nanda, Frank Partnoy, Joe Ratterman, Nava Ravikant, Jay R. Ritter, Alicia Robb, David T. Robinson, Allison Schrager, Barry Silbert, E. R. Sirri, Daniel Stangler and Sharon Vosmek
Despite recent innovations in entrepreneurial finance, particularly at the early stage of business creation, many new and young companies continue to face hurdles to acquire capital.
The Kauffman Foundation addressed current challenges and opportunities in... View Details
Alberg, Tom, Andrew A. Bogan, Harold Bradley, Robert D. Cooter, Monika Gruter Cheney, Oliver R. Goodenough, William R. Hambrecht, Frank Hatheway, Thomas F. Hellmann, Marianne Hudson, Jared Konczal, Josh Lerner, Robert E. Litan, Diane Mulcahy, Ramana Nanda, Frank Partnoy, Joe Ratterman, Nava Ravikant, Jay R. Ritter, Alicia Robb, David T. Robinson, Allison Schrager, Barry Silbert, E. R. Sirri, Daniel Stangler, and Sharon Vosmek. "Financing Entrepreneurial Growth." Paper presented at the State of Entrepreneurship Address, Ewing Marion Kauffman Foundation, Washington, DC, USA, February 5, 2013.
- February 2013
- Article
Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge
By: Bo Becker, Guhan Subramanian and Daniel B. Bergstresser
We use the Business Roundtable's challenge to the SEC's 2010 proxy access rule as a natural experiment to measure the value of shareholder proxy access. We find that firms that would have been most vulnerable to proxy access, as measured by institutional ownership and...
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Becker, Bo, Guhan Subramanian, and Daniel B. Bergstresser. "Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge." Journal of Law & Economics 56, no. 1 (February 2013): 127–160.
- July 2012
- Case
Barclays Capital and the Sale of Del Monte Foods
By: John Coates, Clayton Rose and David Lane
This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary...
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Keywords:
Client Management;
Fiduciary Duty;
Mergers & Acquisitions;
Investment Banking;
Private Equity;
Ethics;
Finance;
Reputation;
Banking Industry;
United States
Coates, John, Clayton Rose, and David Lane. "Barclays Capital and the Sale of Del Monte Foods." Harvard Business School Case 313-036, July 2012.
- July 2012
- Case
El Paso's Sale to Kinder Morgan
By: John Coates, Clayton Rose and David Lane
On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs...
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Keywords:
El Paso;
Kinder Morgan;
Goldman Sachs;
Leo Strine;
Conflicts Of Interest;
Corporate Governance;
Relationships;
Lawsuits and Litigation;
Energy Industry;
Banking Industry;
United States
Coates, John, Clayton Rose, and David Lane. "El Paso's Sale to Kinder Morgan." Harvard Business School Case 313-021, July 2012.
- 2012
- Working Paper
How Short-Termism Invites Corruption—And What to Do About It
Researchers and business leaders have long decried short-termism: the excessive focus of executives of publicly traded companies-along with fund managers and other investors-on short-term results. The central concern is that short-termism discourages long-term... View Details
Keywords:
Business and Shareholder Relations;
Public Ownership;
Performance Expectations;
Economy;
Crime and Corruption;
Ethics;
Trust;
Financial Services Industry;
United States
Salter, Malcolm S. "How Short-Termism Invites Corruption—And What to Do About It." Harvard Business School Working Paper, No. 12-094, April 2012.
- December 2011 (Revised May 2015)
- Case
Aviva Investors
By: George Serafeim
The Aviva Investors case describes the challenge of integrating sustainability considerations into the strategy and business practices of companies and into the decision making process of the investment community. Steve Waygood, Chief Responsible Investment Officer at...
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Keywords:
Investing;
Investment Management;
Shareholder Activism;
Disclosure;
Stock Exchanges;
Sustainability;
Sustainable Development;
Sustainability Reporting;
ESG;
ESG (Environmental, Social, Governance) Performance;
Social Impact;
Activism;
Investment;
Management;
Business and Shareholder Relations;
Environmental Sustainability;
United Kingdom
Serafeim, George, Robert G. Eccles, and Kyle Armbrester. "Aviva Investors." Harvard Business School Case 112-047, December 2011. (Revised May 2015.)
- November 2011 (Revised September 2012)
- Case
Underwater Engineer at Intel Corporation
Molly Miller, an Intel employee and shareholder, must decide whether to vote FOR or AGAINST Intel's proposed 2009 option exchange program. Given recent declines in Intel's stock price, more than 99% of Intel's outstanding employee stock options are "underwater," and...
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Mayfield, E. Scott. "Underwater Engineer at Intel Corporation." Harvard Business School Case 212-047, November 2011. (Revised September 2012.)
- November 2011
- Article
How Great Companies Think Differently
Corporate leaders have long subscribed to the belief that the sole purpose of business is to make money. That narrow view, deeply embedded in the American capitalist system, molds the actions of most corporations, constraining them to focus on maximizing short-term...
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Keywords:
Decision Choices and Conditions;
Profit;
Leadership;
Corporate Social Responsibility and Impact;
Business and Shareholder Relations;
Behavior;
Social Issues;
Competitive Advantage
Kanter, Rosabeth Moss. "How Great Companies Think Differently." Harvard Business Review 89, no. 11 (November 2011).
- July 2011 (Revised September 2011)
- Case
CEO Compensation at GE: A Decade with Jeff Immelt
By: V.G. Narayanan and Lisa Brem
When ISS, a large shareholder advisory group, recommended a "no" vote on Jeff Immelt's award of 2 million stock options in April 2011, GE's compensation committee had to decide whether to rescind or amend the award or ignore the ISS recommendation. Was Immelt's 2010...
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Keywords:
Budgets and Budgeting;
Stock Options;
Stock Shares;
Annual Reports;
Executive Compensation;
Compensation and Benefits;
Business and Shareholder Relations;
Performance Evaluation;
Corporate Governance;
Corporate Accountability;
Energy Industry;
Financial Services Industry
Narayanan, V.G., and Lisa Brem. "CEO Compensation at GE: A Decade with Jeff Immelt." Harvard Business School Case 112-003, July 2011. (Revised September 2011.)