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By the end of the case study discussion, it is expected that students will have learned to assess what makes it likely that firms will respond to episodes of stakeholder activism; establish the interplay between nonmarket strategies and corporate governance mechanisms in assessing shareholder activism; explain about the board of directors as a corporate governance mechanism; evaluate the threats of nonmarket dimensions as a strategic response from the board; and understand the impact and increasing power of shareholders over board decisions.

In April 2019, to pressure Rumo S.A. regarding the duplication of the Itirapina–Cubatão railroad, indigenous peoples from 12 São Paulo villages bought six Rumo shares, which were quoted on Tuesday, April 23, 2019, at around BRL17 each. Duplication of the railroad started in 2011 and affected the lives of the Indians. The company promised to implement more than 100 improvements to the villages, but as of 2019, half of the improvements were at a standstill. After buying enough shares to entitle them to participate in the annual general meeting (AGM) of shareholders, the Indians went to Rumo’s AGM to voice their concerns and show how the villages had been affected. It was the audit committee that needed to discuss and solve the case of the indigenous peoples. What steps would Rumo take next? What was the best thing to do with regard to the claims of the Indians? This case shows the start of corporate activism in Brazil. This case reports the dilemma that Rumo faced with the indigenous activism at the beginning of 2019 because of the expansion of their railroad network across indigenous lands.

This case is suited for a class in which the students are exposed to a corporate governance framework and internal and external governance mechanisms. The case can be applied at the graduate and executive levels in relevant courses such as corporate governance, corporate responsibility, strategic management, and the stock market.

Teaching notes are available for educators only.

CSS 11: Strategy.

Data for the case came from public sources, including legal proceedings, court filings, company press releases and Securities and Exchange Commission filings.

In June 2020, former Pinterest employees made public charges of gender and racial discrimination. Despite changes implemented by the company, several Pinterest shareholders filed derivative lawsuits charging the company with breach of fiduciary duty, waste of corporate assets, abuse of control and violating federal securities laws. The case provides an overview of the company’s management, board and stock structures, as well as information on the shareholders who sued the company and their concerns. The case raises substantial questions about management’s and board member’s responsibilities in corporate governance, illustrates how stock structures can be used to impede governance and suggests ways to evaluate activist shareholders.

This case is appropriate for graduate, advanced undergraduate or executive education courses in strategy, corporate governance or strategic human resources that discuss corporate governance, fiduciary responsibilities, designing workplace culture or management responses to shareholders. Instructors can apply two sets of theories and frameworks to this case: theories of corporate governance and Hirschman’s (1970) exit, voice or loyalty framework in the context of shareholder activism.

After completion of the case study, the students would be able to comprehend the crisis at hand for Milkbasket, why did it resist Reliance’s takeover in the first place, then to evaluate the pros-cons and future prospects for the organization post-acquisition; to evaluate from an ethical standpoint the process of mergers and acquisitions using ethical frameworks to understand how, when, to whom and through what processes do mergers and acquisitions qualify the test of being ethical; and to analyse different hostile takeovers, especially through tender offers, proxy contests and toehold bidding strategy in this case.

Founded in 2015, Milkbasket was a micro-delivery start-up based in Gurugram (near New Delhi), India. Milkbasket would let its subscribers order till midnight and deliver groceries, milk and other everyday essentials to its subscribers before 7 a.m. next day. It had burnt a lot of cash and was facing difficulty in getting investors; as such they were engaged in discussions with many companies. Two of them – Reliance Retail Venture Limited and BigBasket – were not accepting the proposed valuation, but Milkbasket got term sheets from other two companies.

This case study can be used for graduate courses on strategic management, business ethics and corporate governance. This case study can also be used in corporate finance course to highlight the importance of making ethical/responsible judgements to protect stakeholder interests.

Teaching notes are available for educators only.

CSS 3: Entrepreneurship.

The non-executive Chairman, Chaturvedi, must lead the Board of Directors of ICICI Bank as it deals with the adverse findings by a former Supreme Court judge against Ms. Chanda Kochhar, the former Chief Executive of the Bank. She had not disclosed a conflict of interest regarding a loan to a corporate group that had business dealings with her husband. Months earlier, the Board had exonerated her and also allowed her to retire from the Bank. Could and should the Board now reclassify Kochhar's retirement as ‘Termination for Cause’ and claw back her past bonuses?

The case and supporting teaching note were developed through the use of secondary sources such as company documents and archives, news articles and academic publications.

Jane Fraser, Citigroup CEO and the first woman to lead a major Wall Street bank, found herself at a crossroads. Weeks prior to the company’s 2022 annual shareholder meeting, Citigroup announced it would provide reproductive health-care benefits to employees traveling out of state for an abortion. Prompted by legal developments that hinted at the potential for a widespread ban on abortions, the announcement resulted in threats from Republican lawmakers to change course or suffer financial consequences. Through the case, students explore the role of business and corporate leadership in response to controversial political issues, including the potential opportunities and threats.

The case is best-suited for management or other business students at the undergraduate or graduate/MBA level. The learning objectives of the case would fit well within any of the following courses: Corporate Social Responsibility (CSR)/Business and Society; Business Ethics and Decision-Making; and Strategic Management. Instructors should position the case after students have been introduced to the topic of corporate social responsibility, ethical decision-making and/or CEO activism.

This secondary source case is based mainly on legislative documents (that tracked the initiation and progress of the Parental Rights in Education bill that later became an Act), corporate documents (published by The Walt Disney Company) and news articles from publications such as The New York Times and Bloomberg. All sources are cited in the case narrative and as end notes.

In April 2022, The Walt Disney Company and its CEO, Robert Chapek, were at the center of a controversy over the company’s opposition to the State of Florida’s Parental Rights in Education bill. The bill, dubbed “Don’t Say Gay” by its critics, prohibited instruction on sexual identity and gender orientation in the state’s elementary schools. The controversy stemmed from Disney’s initial non-reaction to the bill and its later strident opposition and call for its repeal. Chapek was pressured by negative media publicity and employee disgruntlement on the one hand and adverse economic consequences for opposing the bill by the state’s Governor, Ron DeSantis. Chapek and the Board had to respond to the political threats to Disney’s economic well-being while appeasing its employees and other stakeholders who wanted the company to be a corporate champion in diversity, equity and inclusion.

The case is best suited for advanced undergraduate or graduate leadership, strategic management and marketing courses. From a leadership and strategic management perspective, the case is well-suited for demonstrating the evolving expectations of leaders and corporate social responsibility, as well as the concepts of issue framing and nonmarket management. Instructors may also leverage the case in marketing courses (e.g. brand management), as CEO activism (i.e. messaging and practice) is one characteristic of brand activism (Animation Guild, 2022).

The expected learning outcomes are to understand key frameworks and tools for global leaders through the application of widely used theoretical frameworks on a written business case, understand the role of the leader in a team, apply theories of change to situations to anticipate courses of events and evaluate and apply relevant theory to assess a leader’s character and personality.

Hassan Allam Holding (HAH) was a family-owned Egyptian engineering, construction and infrastructure company managed by co-Chief Executive Officers and brothers Amr and Hassan Allam. HAH experienced significant growth and success, but eventually, it reached a point where its family governance structure could no longer sustain further growth. Amr and Hassan realized this and started planning to transition toward a corporate governance structure. In 2016, they managed to get the International Finance Corporation on board as an equity partner, and this helped propel the governance transition, but they still needed to find a way to convince the family to step back. This case study can help students understand the issues that may occur during a change within an established organization of any size. The case study considers the implications the change may have on the leader, his personality and his character and how it shapes the leader in question as an outcome. This case study has been designed to be used in one or two sessions and can be offered in management or leadership courses at an undergraduate or graduate level.

This case study is intended for graduate and undergraduate students studying a leadership or management course. It can help students comprehend the challenges of a family-owned business and how change is associated with such businesses. The case also considers how leaders are shaped by effectively managing conflict. This case can be considered as Level 1 on a 1–3 scale, as the full description of the situation is given in the case and the task of the students is to analyze the leader and his decisions using various academic concepts and theories (Erskin et al., 2003).

Teaching notes are available for educators only.

CSS 3: Entrepreneurship

Incorporated on February 18, 1959, Oil India Ltd. (OIL) was a leading public sector oil and gas company involved in the exploration, development, production and transportation of crude oil and natural gas in India. Since its inception, OIL had committed itself to being a socially responsible organisation in and around operational areas, particularly the north-eastern state of Assam where 90% of company operations were concentrated. Despite many successes, the “People's Company” continued to be a target for disgruntled local and student communities who frequently created operational hazards for the firm—from sit-ins and blockades to pilfering and disrupting production facilities. No less than 400 organisations, of which 50-60 had been consistently active, were currently in the forefront of demanding something from OIL. Many of these demands were beyond the purview of OIL's CSR policy and focus areas. Additionally, being a Public Sector Undertaking (PSU), OIL also faced multiple demands from the government. On February 16, 2019, news arrived that there was yet another blockade in Duliajan, Assam. What should OIL do to address and possibly mitigate operational interruptions?