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Publications
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- Faculty Publications (15)
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- October 2021 (Revised May 2023)
- Case
Engine No. 1: An Impact Investing Firm Engages with ExxonMobil
By: Mark Kramer, Shawn Cole, Vikram S. Gandhi and T. Robert Zochowski
ExxonMobil, the world's fifth largest source of carbon emissions, remained committed to aggressively expanding its oil & gas business despite global warming. During the COVID pandemic this strategy resulted in massive losses as the price and demand for oil declined. ...
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- October 2020 (Revised November 2020)
- Case
Digging for Gold: Paulson & Co.'s Activism in the Gold Sector
By: Suraj Srinivasan and Jonah S. Goldberg
The case describes the efforts of hedge fund Paulson & Co to influence corporate governance and improve performance in the gold industry. In an innovative move, the hedge fund led the creation of the Shareholder Gold Council, a consortium of large investors in gold...
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- October 2019
- Case
A Conversation with Ellen J. Kullman, Chairman & CEO of DuPont, 2009-2015
By: Lynn S. Paine and Will Hurwitz
Ellen J. Kullman, the retired Chairman and CEO of DuPont, describes how she guided the storied science and technology company through a contentious proxy battle with activist investor Trian Partners, which acquired DuPont shares in 2013 and sought to break up the...
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- January 2018
- Case
Trian Partners' Proxy Contest at Procter & Gamble
By: Suraj Srinivasan and Quinn Pitcher
In July 2017, activist hedge fund Trian Partners announced that it was launching a proxy fight at U.S. consumer goods giant Procter & Gamble. P&G would be the largest company ever subjected to a proxy fight, as Trian sought to have its CEO, Nelson Peltz, elected to the...
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- 2017
- Working Paper
What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management
By: Eugene F. Soltes, Suraj Srinivasan and Rajesh Vijayaraghavan
Shareholder proposals provide investors an opportunity to exercise their decision rights within firms, but managers can seek permission from the Securities and Exchange Commission (SEC) to dismiss proposals. We find that managers seek to exclude 39% of all proposals...
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- January 2016 (Revised January 2019)
- Case
The Allergan Board Under Fire (A)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund...
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Keywords:
Allergan, Inc.;
Valeant;
Ackman;
Pershing Square;
Tender Offer;
Activist Investors;
Business Models;
R＆D;
Board Of Directors;
Securities Litigation;
Acquisition Strategy;
Takeover Defenses;
Hedge Funds;
Shareholder Rights;
Proxy Contest;
Shareholder Special Meetings;
Legal Issues In Contested Takeovers;
Governing and Advisory Boards;
Mergers and Acquisitions;
Corporate Governance;
Management Teams;
Business and Shareholder Relations;
Pharmaceutical Industry
- January 2016 (Revised January 2019)
- Supplement
The Allergan Board Under Fire (B)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund...
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Keywords:
Allergan, Inc.;
Valeant;
Ackman;
Pershing Square;
Tender Offer;
Activist Investors;
Business Models;
R＆D;
Board Of Directors;
Securities Litigation;
Acquisition Strategy;
Takeover Defenses;
Hedge Funds;
Shareholder Rights;
Proxy Contest;
Shareholder Special Meetings;
Legal Issues In Contested Takeovers;
Corporate Governance;
Investment Activism;
Business and Stakeholder Relations;
Business Model;
Business and Shareholder Relations;
Valuation;
Pharmaceutical Industry
- July 2015 (Revised March 2021)
- Case
Proxy Contest at DuPont
By: Jay W. Lorsch and Emily McTague
On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three...
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- 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
- 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)
- 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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- 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
- 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)
- January 2008 (Revised July 2008)
- Case
Opportunity Partners
By: Robin Greenwood and James Quinn
Philip Goldstein, the principal in a growing hedge fund and prominent activist investor, has taken a position in a Mexico-based closed-end fund. Following a hard-fought proxy contest in which he advocated for management to eliminate the fund's substantial discount,...
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- August 2002 (Revised May 2003)
- Case
New Wachovia (B), The
By: Carliss Y. Baldwin and Jeremy Swinson
On August 3, 2001, after a hotly contested proxy fight, Wachovia Corp.'s shareholders voted to merge with First Union Corp. The managers of the two banks then turned to face the challenges of integrating the two organizations. Their task was to implement a "merger of...
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