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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.

Carris Reels, a reel-manufacturing company headquartered in Vermont, had long-standing goals of being employee owned and governed. They also had a strong organizational (ownership) culture. The Corporate Steering Committee (CSC), a committee composed of representatives from management and non-management employees, and the board of directors had a decision to make about adding two new members to the board. With these new members, the board of directors would be made up of both members of management and non-management employees. Was Carris forfeiting wiser outside counsel in favor of company insiders? What about for the future of the company?

The data for this case were collected from discussions and informal interviews with Carris Reels employees, and archival data from the company intranet which includes an archival of company newsletters, meeting minutes and announcements. Information on the Employee Stock Ownership Plan (ESOP), board of directors, the CSC, and ESOP trustees from these sources were also used.

This case is suitable for strategic management, and social responsibility and social enterprise-focused courses for upper-level undergraduates and MBA students.

The sources, development, and outcomes of a strong organizational culture are important to this case. Schein (1989) and others (Harris and Ogbanna, 1999) address the role of a company’s founder in development of the company’s culture. Research addressing ownership and participation in the context of an ownership culture indicates positive outcomes to employees and to their companies (Logue and Yates, 2005; Ownership Associates, 1998).

Plymouth Tube, a family business, was a manufacturer of precision tubing and extruded shapes for aerospace, desalination, medical, mining, energy, and water industries globally. Founded in 1924, as of 2012 it employed 770 people at thirteen plants in seven U.S. states and had sales of about $240 million. The family had twenty members across three generations, including spouses. The board was composed of eight members, three from the family and five who were independent. Stacy, age 30, was the only fifth-generation family member working for the company. Her father, Van, age 64 and a fourth-generation member, had been in the business for forty years and had succeeded his father as president, CEO, and chairman.

In early 2013, management presented a very large expansion project that was riskier than previous recent investments to the board, and requested the board's approval. Independent board members asked Van to obtain feedback from the family about the proposal. Van asked Stacy to direct the process for informing the family, asking for their input, and communicating it back to the board.

How should Stacy conduct the process? What should be done with the information once it has been gathered? Should family members be involved in this type of business decision? Based on the information given in the case, is this a good investment?

Reflect on the influence of different lifecycle stages on the strategy of a family business; evaluate the impact of family, industry and company dynamics on the evolution of a family firm; assess the impact of ownership, governance and succession considerations on the sustainability of a family firm; and develop decision-making skills to overcome specific dilemmas and secure the family business longevity.

Five industries, three generations and one family business. What started off as an entrepreneur’s ambition, Almajid Limited has proven itself to a sustainable source of revenue and a diverse portfolio of businesses for multiple generations of a Saudi Arabian family. This case study offers an exclusive opportunity to follow the tumultuous journey of a Saudi family business and analyze the different phases of its evolution over seven decades and three generations. In particular, the case aims to highlight the complexities surrounding the management of a family firm and illustrate how various lifecycle stages stemming from a number of areas (e.g. family, company, industry, ownership and governance) simultaneously influence the family business strategy. Being deeply embedded in the context of Saudi Arabia, the case unveils the unique challenges of managing a family business in a conservative cultural setting. The case study is divided into four parts, with each of them putting the emphasis on a different lifecycle area of significance for the evolution of the family business. Each part culminates with the identification of an area-relevant dilemma that needs to be addressed for the family firm to be able to move into the next stage of its development. Part A focuses on the family area or axis, the Part B on the industry axis, Part C on the company axis, while Part D is based on the sustainability axis, which embraces as many as three dilemmas in relation to the ownership, governance and succession in the family firm. Moreover, each part incorporates a timeline of critical events that contributed to the emergence of a specific dilemma and a culturally-rooted anime that helps the readers visualize the story, picture somebody else’s reality, and empathize with the key protagonists of the case to achieve optimal decision-making.

Graduate audience: Master of Business Administration or Master of Global Entrepreneurial Management.

Teaching Notes are available for educators only.

CSS 11: Strategy.

Entrepreneurship and family business.

The case is suitable for BA and MBA levels and for courses focusing on family businesses, entrepreneurship, or small and medium-sized enterprises.

The Gomez family is the owner of Colchones Eldorado, a Colombian mattress company, in business for more than 50 years. Its founder and CEO Gumercindo Gomez, 75 years old, had no succession plan but he wanted to ensure the future of his business. Given the urgency of this situation and the complexity of the family structure, Martha Gomez, General Manager, hired a consultant to design the succession plan. To prepare this plan, the consultant must take into account: the preservation of stock ownership within the family, the company's sustainability under the new CEO family member, and the assurance of the family harmony.

These include: understanding the characteristics of a family business in the Latin American context; recognizing the stages of the family ownership; and identifying personal characteristics and roles of family members in order to design the basis of the succession plan.

Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

In mid-2013, the Lee family, which owned the Hong Kong based food and health product giant Lee Kum Kee (LKK), struggled with how best to increase involvement of the fifth generation (G5), the children of the company's current fourth-generation (G4) senior executives and governance leaders. Only two of the fourteen G5 members had joined the company, and few had expressed interest in further involvement, including in the multiple learning and development programs the business offered, such as a mentoring program. Many of the G5 cousins had expressed little interest in business careers in general, and none of them currently was serving as an LKK intern. G4 members observed that their children were busy with family obligations, hobbies, and emerging careers outside the business. G5's lack of interest in business and governance roles was part of a growing pattern of low family engagement in general, exhibited by the cancellation of recent family retreats (once an annual tradition) because of apathy and some underlying conflict. A history of splits among past generations of the Lee family regarding business leadership made the engagement issue even more meaningful and critical.

Students will consider the challenge from the point of view of G4 family members David Lee, chairman of the family's Family Office, and his sister, Elizabeth Mok, who ran the Family Learning and Development Center. They and their three siblings saw engaging the next generation as a top priority, one related to key concepts including family-business continuity, generational engagement and empowerment, succession, emotional ownership, and intrinsic/extrinsic motivation.

The main objectives of this case are to provide an opportunity for case users to understand the organisational governance framework in a farmers' association and how to build an effective organisational board. More specifically, the teaching objectives of this case are as follows: to provide an overview of the functions of different types of governance structures in a farmers' association. To understand the importance of good governance practices in a farmers' association and for its stakeholders. To relate democratic theory, stakeholder theory, agency theory and stewardship theory with the governance practices of a farmers' association. To critically evaluate the board governance in a farmers' association and recommend measures to enhance the practices.

The teaching case presents the governance practices in a farmers' association in Malaysia, ZIX-PPK and the various governance challenges that emerged in the PPK subsequent to the appointment of politically affiliated directors. Prior to 2019, ZIX-PPK was an outstanding PPK under the helm of the General Manager, Khadijah. The PPK had continually been recognised as an exceptional and excellent PPK by the Farmers' Organisation Authority and the Muda Agricultural Development Authority. However, the Arahan Pendaftar Bil 1/2019 required changes to the governance structures of ZIX-PPK, with five new directors being appointed by the minister. The appointment threatened the independence and autonomy of ZIX-PPK and affected the dynamic of the board of directors. Khadijah had to search for measures that could improve the board governance in ZIX-PPK. The names, in this case, had been altered but the details were based on an actual event. The data were collected through interviews with key players and with reference to the minutes and other documentation of ZIX-PPK.

The teaching case can be used by students in higher education institutions at both undergraduate and postgraduate levels. The case may also be relevant for training purposes to farmers' associations and any non-profit organisations.

CSS 1: Accounting and Finance.

Teaching notes are available for educators only.

This case may be taught singly or used as a merger-negotiation exercise with “Chrysler Corporation: Negotiations between Daimler and Chrysler” (UVA-F-1240). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case may be taught singly or used as a merger-negotiation exercise with “Daimler-Benz A. G.: Negotiations between Daimler and Chrysler” (UVA-F-1241). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

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.