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This case on “Corporate governance: a farce at Volkswagen (VW)” is set in September of 2015. The precipitating events, which started with the Emissions scandal and tampering of the technology, unfold a history of threatening organizational culture, deliberate cheating, and failure of good governance. The case presents that though the outgoing CEO took the responsibility for the event but said that he was shocked by the event and stunned that the misconduct of such a scale could occur in the VW Group. Given the roles and responsibilities of board of management and the supervisory board, how could the scandal of such magnitude go unnoticed? Were robust corporate governance practices being not followed at VW?

The case is based on the material available in the public domain, records, press reports, published books, interviews published by key board members of Volkswagen and the company website.

This case can be used for undergraduate senior classes or graduate and executive education level courses in corporate governance and ethical practices. This case will sync best with the topics around Board Composition and size, Board Independence, fiduciary duties of supervisory board, board duality and leadership and its impact on organizational culture.

The impact of corporate governance on internal controls and quality of financial disclosures.

Analysis of a real financial fraud event for a non-US multinational corporation. The case relies on accessing and analyzing annual reports for the firm, both before and after the fraud. Additional information on industry governance characteristics are provided in the case itself so that students can compare the firm to the industry.

This business case is centered on the analysis of Schneider Electric, a French multinational corporation, which had to restate their financial statements in 2011 because of accounting fraud. Following this event, Schneider undertook major changes in their board structure to improve internal control mechanisms. This pedagogical business case familiarizes students with international differences in ownership and board structure and emphasizes potential corporate governance changes after financial statement fraud.

Managerial finance, corporate finance, international finance, auditing. This case is more appropriate for upper-level undergraduate and graduate courses.

This case is based on primary archival research. The original reports from MSCI, Sustainalytics and S&P 500 formed the foundation of the case in addition to the 144-page Tesla’s 2021 Impact Report. Secondary sources were used to provide contextual information. All sources are cited as endnotes.

In June 2022, Tesla, Inc., the Austin, Texas-based electric car company faced a number of challenges that called into question its environmental, social and governance (ESG) credentials. Questioning the company’s corporate governance practices, SOC Capital, a watchdog organization publicly released a letter that it had sent to the United States Securities and Exchange Commission where it had demanded that the agency sanction the company for not replacing an independent director at its next stockholder meeting. The State of California’s Department of Fair Housing and Employment filed a lawsuit alleging various counts of discrimination at Tesla’s manufacturing facility in Fremont, California. S&P Global removed the company from its index of ESG companies. This action had negative consequences for the company’s stock price. Tesla’s board of directors, led by Robyn M. Denholm, had to address Tesla’s overall approach to ESG in light of these challenges.

The case is suitable for an upper-level undergraduate or an MBA course on strategy or strategic management.The issues in the case involve the stakeholder perspective, corporate governance and the purpose of a firm. Instructors face two choices here: using this case early in the course introduces the broader stakeholder perspective early on without addressing it as an afterthought at the very end of the course. The other choice is to use it at the end because most strategy textbooks cover these topics at the back end.

The case opens with Martha Stewart's 2005 release from prison following her conviction for obstructing an insider-trading investigation of her 2001 sale of personal stock. The scandal dealt a crippling blow to the powerful Martha Stewart brand and drove results at her namesake company, Martha Stewart Living Omnimedia (MSO), deep into the red. But as owner of more than 90 percent of MSO's voting shares, Stewart continued to control the company throughout the scandal.

The company faced significant external challenges, including changing consumer preferences and mounting competition in all of its markets. Ad rates were under pressure as advertisers began fragmenting spending across multiple platforms, including the Internet and social media, where MSO was weak. New competitors were luring readers from MSO's flagship publication, Martha Stewart Living. And in its second biggest business, merchandising, retailing juggernauts such as Walmart and Target were crushing MSO's most important sales channel, Kmart. Internal challenges loomed even larger, with numerous failures of governance while the company attempted a turnaround.

This case can be used to teach either corporate governance or turnarounds.

Students will learn:

• How control of shareholder voting rights by a founding executive can undermine corporate governance

• The importance of independent directors and board committees

• How company bylaws affect corporate governance

• How to recognize and respond to early signs of stagnation

• How to avoid management actions that can make a crisis worse

• How weaknesses in executive leadership can push a company into crisis and foster a culture that actively prevents strategic revitalization

How control of shareholder voting rights by a founding executive can undermine corporate governance

The importance of independent directors and board committees

How company bylaws affect corporate governance

How to recognize and respond to early signs of stagnation

How to avoid management actions that can make a crisis worse

How weaknesses in executive leadership can push a company into crisis and foster a culture that actively prevents strategic revitalization

The case can be used in the subject areas of finance and in particular investments, corporate governance, ESG, or responsible investments. It is suitable for students from all financial backgrounds, from a novice in the financial markets to an expert in finance. It is, however, expected that the class should have a sound fundamental grounding in financial analysis and valuations. The purpose of this case is to prepare students for future investments they would make in whatever capacity – whether in private or listed companies – and to prepare them for future roles on boards of directors. The examples of real-life events in this case study are used to prepare students for future similar situations in which they might find themselves.

This teaching case is aimed at postgraduate students pursuing an MBA or a specialist Masters in a finance programme. This case can be used as a master class in corporate governance, investments, or responsible investments. This case is also suited for an executive education class in management. It is particularly relevant to a module that focusses on investments, corporate governance, ESG, or responsible investments.

The case study chronicles meetings held on 8 November 2017 at a fictional South African asset manager, Active Investment Management (AIM). These meetings discuss the firm's investment in JSE-listed Steinhoff International Holdings. The case deals with the questions that active fund managers need to address when balancing financial analysis; environmental, social, and governance (ESG) analysis; portfolio management; and the need to comply with their fiduciary duty to clients. It also looks at the need for responsible investing in decision-making.

The understanding of the assessment around the complexities of asset management when it comes to responsible investment.

To determine why institutional investors should apply responsible investment principles when making investment decisions.

An understanding of the evaluation of the unique roles of the three pillars of corporate governance, namely asset managers, auditors, and the board of directors.

The ability to assess how to integrate financial analysis and ESG principles in making investment recommendations.

To evaluate a difficult career choice under compelling organizational circumstances. To analyse a complex organizational culture to understand the nuances of career decisions. To relate career dilemmas to relevant conceptual and theoretical strands of organizational behaviour. To interpret the leadership style and its interaction with organizational culture. To determine possible strategic recourses to deal with the dynamics of destructive leadership and toxic cultures.

The case is about the experiences of Raamit Pell, a Middle-level Executive at Accadia Management Services, and his encounters with a new boss, Pret Sohn. Raamit Pell had joined Accadia at a time when the organization was undergoing some political and cultural turmoil. When Pret Sohn came in as the new Chief Executive Officer six months later, there were a lot of expectations. But, Pret Sohn too began following Accadia’s existing political culture, indulging in unhealthy organizational practices. He caused mental harassment to many executives. One such executive was Raamit Pell. Despite Raamit’s excellent performance, Pret Sohn denied him a well-deserved promotion. Sohn justified it by saying that performance alone did not matter. Raamit felt deeply disturbed and considered quitting Accadia. He was reluctant to leave as a defeated man. Subsequently, he received an offer from another subsidiary of Accadia’s holding agency. As he was undergoing a three-month mandatory notice period for his release, Raamit became concerned about his decision to leave Accadia. Deep in his mind he longed to redeem his hurt pride at Accadia. So, he was pondering whether he had taken the decision to resign in haste.

Level: Post-graduate/doctoral and executive education programmes in management and allied subjects. Courses: Courses in Career Decisions, Organizational Behaviour, Leadership, Organizational Culture and Organizational Ethics.

Teaching Notes are available for educators only.

CSS 7: Management Science.

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?

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.

Roger Cagle, the co-founder and deputy CEO of SOCO International, watched the dreary London rain outside his office window one February morning in 2015. Never had SOCO, the oil-and-gas exploration and production player that ranked among Britain’s top 200 companies, experienced such a public backlash against its operations. For nearly 20 years, Cagle had helped steer his company’s projects around the world—often in volatile regions where others feared to tread, such as Vietnam, Russia, and Yemen—while delivering significant returns to investors. But the international uproar surrounding SOCO during the past year had been nothing short of mind-boggling.

Exchanges are designed to be default tolerant. The exchange functions as a counter-party in all transactions. A system of margining ensures that a transaction is always consummated even if either the buyer or the seller fails to honour his/her commitment. Investigations on the payment crisis at the National Spot Exchange Limited (NSEL) in 2013 involving Rs. 5,600 crore revealed that the reasons for the crisis lay in the hubris of the promoters, connivance and collusion of the independent and institutional directors on the board of NSEL, benevolence of the government and ambivalence of the regulator. The failure raises serious concerns about governance at all levels in the country. Fundamental principles of governance were given a short shrift.