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- 2022
- Article
Pills in a World of Activism and ESG
By: Guhan Subramanian and Caley Petrucci
Easterbrook and Fischel’s The Economic Structure of Corporate Law advances their now famous passivity thesis, which posits that managers should remain passive in the face of an unsolicited tender offer for the company’s shares. Consistent with the broader...
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Subramanian, Guhan, and Caley Petrucci. "Pills in a World of Activism and ESG." University of Chicago Business Law Review 1 (2022): 417–439.
- January 2018
- Case
OldTown Berhad
By: Benjamin C. Esty and Greg Saldutte
In December 2017, Jacobs Douwe Egberts (JDE, a Dutch coffee company) made an offer to acquire OldTown Berhad (OTB), a Malaysian coffee company. Three large shareholders, representing more than half of the outstanding shares, have agreed to tender their shares, and...
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Keywords:
Mergers & Acquisitions;
Discounted Cash Flow (DCF);
Malaysia;
Coffee;
Consumer Packaged Goods (CPG);
Free Cash Flow (FCF);
Multiples;
Bidding Premia;
Netherlands;
Tender Offer;
Mergers and Acquisitions;
Valuation;
Value Creation;
Food;
Investment Return;
Retail Industry;
Consumer Products Industry;
Food and Beverage Industry;
Malaysia;
Netherlands;
Singapore;
Asia
Esty, Benjamin C., and Greg Saldutte. "OldTown Berhad." Harvard Business School Case 218-058, January 2018.
- January 2018
- Supplement
OldTown Berhad
By: Benjamin C. Esty and Greg Saldutte
In December 2017, Jacobs Douwe Egberts (JDE, a Dutch coffee company) made an offer to acquire OldTown Berhad (OTB), a Malaysian coffee company. Three large shareholders, representing more than half of the outstanding shares, have agreed to tender their shares and...
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Keywords:
Mergers & Acquisitions;
Discounted Cash Flow (DCF);
Malaysia;
Coffee;
Consumer Packaged Goods (CPG);
Free Cash Flow (FCF);
Multiples;
Bidding Premia;
Netherlands;
Tender Offer;
Mergers and Acquisitions;
Valuation;
Value Creation;
Food;
Investment Return;
Retail Industry;
Consumer Products Industry;
Food and Beverage Industry;
Malaysia;
Netherlands;
Singapore;
Asia
- April 2016 (Revised June 2017)
- Teaching Note
Dollar General Bids for Family Dollar
By: Jonas Heese, Paula A. Price and Suraj Srinivasan
In spring 2015, Dollar General CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over 11,500...
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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
Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)
- 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
Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)
- November 2015 (Revised October 2017)
- Case
Dollar General Bids for Family Dollar
By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane
In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over...
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Keywords:
Dollar General;
Family Dollar;
Dollar Tree;
Antitrust;
Board Of Directors;
Activist Investors;
Federal Trade Commission;
Acquisition;
Valuation;
Corporate Strategy;
Retail Industry;
United States
Heese, Jonas, Paula A. Price, Suraj Srinivasan, and David Lane. "Dollar General Bids for Family Dollar." Harvard Business School Case 116-007, November 2015. (Revised October 2017.)
- May 2010
- Article
Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008
By: Guhan Subramanian, Steven Herscovici and Brian Barbetta
Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause...
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Keywords:
Courts and Trials;
Opportunities;
Bids and Bidding;
Laws and Statutes;
Decisions;
Change;
Acquisition;
United States
Subramanian, Guhan, Steven Herscovici, and Brian Barbetta. "Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008." Business Lawyer 65, no. 3 (May 2010): 685–752. (Selected by academics as one of the “top ten” articles in corporate/securities law for 2010, out of 447 articles published in that year.)
- February 2010 (Revised September 2011)
- Case
Roche's Acquisition of Genentech
By: Carliss Y. Baldwin, Bo Becker and Vincent Marie Dessain
Franz Humer, CEO of the Roche Group, must decide whether to mount a hostile tender offer for the publicly-owned shares of Roche's biotechnology subsidiary, Genentech. The case provides opportunities to analyze Roche's strategy with respect to Genentech, the pros and...
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Keywords:
Mergers and Acquisitions;
Business Subsidiaries;
Negotiation Offer;
Organizational Culture;
Corporate Strategy;
Biotechnology Industry;
Pharmaceutical Industry;
Switzerland
Baldwin, Carliss Y., Bo Becker, and Vincent Marie Dessain. "Roche's Acquisition of Genentech." Harvard Business School Case 210-040, February 2010. (Revised September 2011.)
- March 2009 (Revised September 2010)
- Case
HOYA Corporation (A)
By: W. Carl Kester and Masako Egawa
In 2007, HOYA of Japan must decide whether to change its friendly exchange offer for Pentax into a hostile cash tender offer. A surprising sequence of events had caused a friendly merger agreement to fall apart, resulting in a boardroom coup at Pentax and the...
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Keywords:
Mergers and Acquisitions;
Investment Activism;
Corporate Governance;
Governance Controls;
Governing and Advisory Boards;
Negotiation Tactics;
Business and Shareholder Relations;
Valuation;
Japan
Kester, W. Carl, and Masako Egawa. "HOYA Corporation (A)." Harvard Business School Case 209-065, March 2009. (Revised September 2010.)
- October 2007 (Revised December 2008)
- Background Note
Evaluating M&A Deals: How Poison Pills Work
The poison pill defense against hostile takeovers was invented in 1982 by Martin Lipton, of Wachtell, Lipton, Rosen and Katz. Pills are considered the most effective of all the normal defenses against a hostile bidder. Describes the two basic types of poison pills...
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Baldwin, Carliss Y. "Evaluating M&A Deals: How Poison Pills Work." Harvard Business School Background Note 208-061, October 2007. (Revised December 2008.)
- July 2003 (Revised February 2004)
- Background Note
M&A Legal Context: Hostile Takeovers
By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
Introduces students to the main tactical maneuvers used by hostile bidders, including bear hugs, proxy fights, tender offers, and toeholds. Also describes how, in the United States, tender offers are regulated by the federal government via the Williams Act.
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Keywords:
Acquisition;
Cash;
Governing Rules, Regulations, and Reforms;
Code Law;
Bids and Bidding;
United States
Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M&A Legal Context: Hostile Takeovers." Harvard Business School Background Note 904-005, July 2003. (Revised February 2004.)
- March 2003 (Revised January 2008)
- Case
Northrop versus TRW
By: Carliss Y. Baldwin and James Quinn
TRW, a leading supplier of advanced technology products for the auto, defense, and aerospace markets, receives an unexpected stock-for-stock offer from defense company Northrop Grumman Corp. The $11.4 billion aggregate offer, which represents a 22% premium over the...
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Keywords:
Mergers and Acquisitions;
Decision Choices and Conditions;
Governing and Advisory Boards;
Laws and Statutes;
Negotiation Tactics;
Valuation;
Aerospace Industry;
Auto Industry;
Ohio
Baldwin, Carliss Y., and James Quinn. "Northrop versus TRW." Harvard Business School Case 903-115, March 2003. (Revised January 2008.)
- March 2002 (Revised October 2002)
- Case
Akamai's Underwater Options (A)
By: Brian J. Hall, Houston Lane and Jonathan Lim
Akamai's stock price declines dramatically with the NASDAQ in 2000, causing virtually all employee options to go underwater. Ownership and retention incentives are largely destroyed, and employee morale falls sharply. Management weighs the pros and cons of various...
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Hall, Brian J., Houston Lane, and Jonathan Lim. "Akamai's Underwater Options (A)." Harvard Business School Case 902-069, March 2002. (Revised October 2002.)
- December 1996 (Revised July 1997)
- Case
USG Corporation
By: Benjamin C. Esty and Tara L. Nells
In 1988, USG was the world's largest gypsum producer and one of the world's largest building-products companies. On May 2, 1988, USG's board of directors announced a proposed leveraged recapitalization plan to thwart a hostile cash tender offer by Desert Partners. With...
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Keywords:
Capital Structure;
Mergers and Acquisitions;
Corporate Governance;
Valuation;
Cash Flow;
Leveraged Buyouts;
Restructuring;
United States
Esty, Benjamin C., and Tara L. Nells. "USG Corporation." Harvard Business School Case 297-052, December 1996. (Revised July 1997.)
- June 1996 (Revised July 1997)
- Case
Hostile Bid for Red October, The
By: Benjamin C. Esty and Alan Bigman
Manatep Bank, a Russian investment bank, has just announced the country's first hostile tender offer for Red October, a confectionery company located in Moscow. As the chief financial officer of the target company, Yuri Yegorov must decide how to respond, how much his...
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Keywords:
Capital Markets;
Cash;
Governance Controls;
Financial Condition;
Investment Banking;
Financial Markets;
Trade;
Valuation;
Financial Management;
Food and Beverage Industry;
Moscow
Esty, Benjamin C., and Alan Bigman. "Hostile Bid for Red October, The." Harvard Business School Case 296-084, June 1996. (Revised July 1997.)
- 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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Keywords:
Ethics;
Corporate Governance;
Retention;
Common Law;
Business or Company Management;
Goals and Objectives;
Managerial Roles
Badaracco, Joseph L., Jr., and Jerry Useem. "Managerial Duties and Business Law." Harvard Business School Background Note 395-244, July 1995.
- March 1978 (Revised June 1983)
- Case
Kennecott Copper Corp.
Involves a $550 million cash tender offer by Kennecott Copper Corp. for all of the outstanding common shares of the Carborundum Corp.
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Fruhan, William E., Jr. "Kennecott Copper Corp." Harvard Business School Case 278-143, March 1978. (Revised June 1983.)
- December 1977
- Article
Tender Offers and Stockholder Returns: An Empirical Analysis
By: P. Dodd and R. S. Ruback
Dodd, P., and R. S. Ruback. "Tender Offers and Stockholder Returns: An Empirical Analysis." Journal of Financial Economics 5, no. 3 (December 1977): 351–373.