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Corporate governance, privatisation.

Masters level programmes, with particular focus on corporate governance, privatisation, and organizational development.

Yutong Bus is a real and highly publicized case in China. It is a listed company carved out from a state-owned enterprise (SOE), Yutong Group. Later the management successfully bought out Yutong Group and thus indirectly controlled the company. The deal transformed Yutong Group from a SOE to a private company. The management was innovative in pushing through the management buy-out (MBO), but politically, it created a public outcry about the loss of state-owned assets. The key issue here is the selection of state owned enterprises suitable for privatization and, more importantly, the determination of selling price. In China “the market for corporate control is still lagging behind” (Shanghai Stock Exchange).

Students would be expected to gain an understanding of recent economic reform in China, Corporate Governance in the Chinese context and wider issues associated with privatization and MBOs.

Teaching note.

The essence of discounted cash flow valuation is simple; the asset is worth the expected cash flows it will generate, discounted to the reference date for the valuation exercise (normally, the day of the calculation). A survey article was written in Parker (1968), where it was stated that the earliest interest rate tables (use to discount value to the present) dated back to 1340. Works from Boulding (1935) and Keynes (1936) derived the IRR (Internal Rate of Return) for an investment. Samuelson (1937) compared the IRR and NPV (Net Present Value) approaches, arguing that rational investors should maximize NPV and not IRR. The previously mentioned works and the publication of Joel Dean’s reference book (Dean, 1951) on capital budgeting set the basis for the widespread use of the discounted cash flow approach into all business areas, aided by developments in portfolio theory. Nowadays, probably the model with more widespread use is the FCFE/FCFF (Free Cash Flow to Equity and Free Cash Flow to Firm) model. For simplification purposes, we will focus on the FCFE model, which basically is the FCF model’s version for the potential dividends. The focus is to value the business based on its dividends (potential or real), and thus care must be taken in order not to double count cash flows (this matter was treated in this case) and to assess what use is given to that excess cash flow – if it is invested wisely, what returns will come of them, how it is accounted for, etc. (Damodaran, 2006). The bridge to the FCFF model is straightforward; the FCFF includes FCFE and added cash that is owed to debtholders. References: Parker, R.H. (1968). “Discounted Cash Flow in Historical Perspective”, Journal of Accounting Research, v6, pp58-71. Boulding, K.E. (1935). “The Theory of a Single Investment”, Quarterly Journal of Economics, v49, pp479-494. Keynes, J. M. (1936). “The General Theory of Employment”, Macmillan, London. Samuelson, P. (1937). “Some Aspects of the Pure Theory of Capital”, Quarterly Journal of Economics, v51, pp. 469–496. Dean, Joel. (1951). “Capital Budgeting”, Columbia University Press, New York. Damodaran, A. (2006). “Damodaran on Valuation”, Second Edition, John Wiley and Sons, New York.

All information is taken from public sources and with consented company interviews.

Opportunities for value creation may be found in awkward and difficult circumstances. Good strategic thinking and ability to act swiftly are usually crucial to be able to take advantage of such tough environments. Amidst a country-wide economic crisis and general disbelief, José de Mello Group (JMG) saw one of its main assets’ (Brisa Highways) market value tumble down to unforeseen figures and was forced to act on it. Brisa’s main partners were eager in overpowering JMG’s control of the company, and outside pressure from Deutsche Bank was rising, due to the use of Brisa’s shares as collateral. JMG would have to revise its strategy and see if Brisa was worth fighting for; the market implicit assessment about the company’s prospects was very penalizing, but JMG’s predictions on Brisa’s future performance indicated that this could be an investment opportunity. Would it be wise to bet against the market?

This study is excellent for finance and strategy courses, at both undergraduate and graduate levels. Company valuation and corporate strategy are required.

Derived from field and telephone interviews, e-mail communications, and secondary sources, this two part case describes how Gerald Mahoney, a shoes salesman in a Foley's Department store, is faced with a problem - Macy's has bought out the Foley's chain and, in doing so, has upscale the product line of shoes and altered his commission-based compensation system. These changes have resulted in less sales for Mr. Mahoney and therein lower commission - a difficult situation since he, his wife, and his daughter were barely getting by on his currently salary. Part A of the case describes an opportunity that presents itself to Mr. Mahoney; to leave his current job with a guaranteed low salary with possible additional income from commissions for a job selling residential homes which becomes purely commission-based to start with after three months of a salary plus commission pay that includes job training. In Part B Mr. Mahoney has decided to take the sales job with ABC Home Builders and receives his assignment. He finds that the working conditions of the sales office are not conducive to selling. His office is located in the rear of a trailer that is extremely run down and is paired with a competitive, noncommunicative saleswoman. The case ends with Mr. Mahoney feeling hopeless and alienated.

This two part case has been written primarily for an undergraduate junior level course in career planning or sales management and deals with the issues of recruitment, placement, training, and compensation. The case may also be employed in a course dealing with human resource management (from an individual's perspective), salesmanship, and organizational behavior.

This case covers the framework and process to determine fair value as specified in International Financial Reporting Standards (IFRS) 13. It illustrates an instance in which auditors interpret the concept of fair value to be consistent with other principles in standards such as the principle of prudence in the conceptual framework. In addition, a lot of the discussion in the case is applicable to accounting education in any regulatory jurisdictions given the convergence of US generally accepted accounting principles (GAAP) and IFRS 13. In addition, while fair value accounting may have been designed to give investors more useful information, in practise it could involve highly subjective judgement and the resulting implementation may be affected by incentives of different stakeholders. The CK Tang’s case provides an excellent opportunity to discuss incentives of varies parties in determining the fair value in financial reporting decisions. In short, this case could be a good jumping-off point to talk about management and auditors’ incentives in financial reporting in general.

Publicly available information (e.g. financial reporting standards, corporate announcements and reports, news reports) was used as the basis for this case.

The case centres on an iconic Singaporean integrated retailing and property landlord entity: Tang holdings. As part of its succession planning, the company’s founding family decided to take its listing arm, C.K. Tang Limited (CK Tang hereafter), private in May 2006. The Tang brothers, who represented the controlling family, initiated several attempts to delist the company. The minority shareholders of CK Tang were unhappy that the offer price was below the net asset value of the company. The minority shareholders also highlighted that the reported fair value of the flagship Tang Plaza complex understated its highest and best use and might not possibly comply with International Financial Reporting Standards (IFRS) 13.

The case can be used for class discussions with undergraduate students or master students in intermediate accounting courses.

The case illustrates the challenges of managing JVs in emerging markets. specifically, after going through the case, students should be able to: i.Analyze the contexts in which firms need to form JVs and evaluate this need in the context of emerging markets such as India; ii.Understand how multinational corporations can achieve success in emerging markets, specifically the role of strategic (broader than the product) adaptation in success; iii.Evaluate the impact of conflict between partners on the short-term and long-term performance of a JV; and iv.Create alternatives, evaluate each alternative’s pros and cons, and recommend appropriate decisions to address the situation after a JV unravels and the organization is faced with quality and other challenges.

McDonald’s, the global giant in the quick service industry, entered India in 1993 and formed two JVs in 1995 one with Vikram Bakshi (Connaught Plaza Restaurants Ltd or CPRL) to own and operate stores in the northern and eastern zones, and another with Amit Jatia (Hardcastle Restaurants Private Limited or HRPL) to own and operate stores in the western and southern zones. Over the next 12 years, both the JVs made steady progress by opening new stores while also achieving better store-level metrics. Though CPRL was ahead of HRPL in terms of the number of stores and total revenues earned in 2008, the year marked the beginning of a long-running dispute between the two partners in CPRL, Bakshi and McDonald’s. Over the next 11 years, Bakshi and McDonald’s tried to block each other, filed court cases against each other and also exchanged recriminations in media. The feud hurt the performance of CPRL, which fell behind HRPL in terms of growth and other metrics. On May 9, 2019, the feuding partners reached an out-of-court settlement under which McDonald’s would buy out Bakshi’s shares in CPRL, thus making CPRL a subsidiary. Robert Hunghanfoo, who had been appointed head of CPRL after Bakshi’s exit, announced a temporary shutdown of McDonald’s stores to take stock of the current situation. He had to make a number of critical decisions that would impact the company’s performance in the long-term.

MBA, Executive MBA and executive development programs.

Teaching Notes are available for educators only.

CSS 11: Strategy.

In any company, there are conflicts of interest and different opinions on the business strategy. However, a well-established system of corporate governance allows us to minimise those conflicts and enables most disagreements to be solved in a civilised way. The case provides an opportunity to examine the specifics of corporate conflicts in Russia and improves decision-making skills with a view to increase business efficiency.

This descriptive case was written using the secondary sources from the Russian and foreign media, as well as other publicly available information about Norilsk Nickel. No information was disguised in any way.

This case study is a story of a dramatic corporate conflict at the Russian company Norilsk Nickel, one of the world’s leading producers of precious metals. In 2008–2012, the company went through a painful conflict between the majority shareholders (oligarchs Mr Potanin and Mr Deripaska) for the control over the business. The case of Norilsk Nickel was indeed a crucial case for Russia which helped define the “rules of the game”. In 2019, however, the situation looked prone to the escalation of the old conflict. The fact that from 2018 both oligarchs were under the US sanctions added further tensions.

This case is most appropriate for courses in corporate governance, business ethics and doing business in Russia at the undergraduate or graduate level. There is a sufficient number of extenuating circumstances to make for a good discussion of strategic and tactical factors in this type of a corporate governance decision analysis. The complexity of the case is a perfect illustration of the Russian business environment: it is never easy in the Russian business environment to figure out what is important and what is not.

Upon completion of this case study analysis in class, students should be able to distinguish the different steps and actions involved in the entrepreneurial venture creation; evaluate the extent to which an entrepreneurial idea represents a commercial success or practical failure; apply relevant strategy frameworks to estimate the complexities associated with the management of a small startup; and debate about the pros and cons of different strategic options and offer viable advice for decision-making.

This case follows the entrepreneurial beginnings of a college student, Mohsen Shahin, whose early initiation into the world of business commenced from a serendipitous win of a small fortune in a raffle in London, UK. The case study illustrates the protagonist’s dilemma of whether to spend the winning on everyday pleasures of his life as a teenager or to venture in an entrepreneurial undertaking. Following his father’s advice, Mohsen ultimately decides to exchange his prize for money and use it for launching Speedways, a luxurious car servicing garage in London’s downtown. The case further elaborates on some initial struggles he faced as a young entrepreneur and continues with his decision to pursue higher education in Dubai, United Arab Emirates, which forced him to handle his managerial responsibilities from a country thousands of miles away from his garage. Eventually, Mohsen makes the hard decision to sell Speedways and realize his grown ambition of exploiting his prior business experience to embark on new adventures in his life. The case culminates with Mohsen having to choose between either opening his own company in the premium car care industry in Dubai or pursuing his post-graduate studies at a prestigious university in the USA – a critical decision he has to make promptly, as he is short on time.

Upper-level undergraduate courses.

Teaching Notes are available for educators only.

CSS: 11 Strategy.

A family media enterprise with very strong family culture and values is in the third and fourth generations of ownership and governance. They face a crisis when a large number of family shareholders want to cash out their shares. What led to this situation? How could it have been avoided? How should it be resolved?

Lack of succession and liquidity planning can harm the business through generations when it becomes a crisis.

The case aims to understand and analyse the capital structure decisions made by a profit-making, growing organisation which aimed to be India’s premier airline and the market leader. The company that had pursued a high debt policy, to take advantage of the financial leverage that it would get, was now facing problems in an operating environment that proved to be challenging. A decline in operating profit, coupled with high-interest costs and an uncertain environment with cutthroat competition, had caused the company to plunge into losses. Attempts to deleverage by equity infusion were proving to be difficult. The case can be used in MBA, Executive Education and doctoral programmes. The learning objectives of this case are: to analyse the capital structure of the company, to interpret the relationship between financial leverage and risk, to assess the pecking order theory, to analyse the nuances of the aviation sector and the factors influencing the profitability of the companies in the aviation industry, to estimate the risks and the rewards associated with foreign currency loans, to evaluate the magnifying impact of the financial leverage and to propose deleveraging methods like sale and leaseback, debt conversion to equity and devise a revival strategy for the company.

The case discusses the dilemma faced by Naresh Goyal, promoter and chairman of Jet Airways (India) Limited. At the initial stage, Jet Airways, like many other companies in its growth phase, relied on borrowed funds to meet its investment needs. However, over-reliance on borrowed funds with just one equity infusion resulted in a high leverage ratio and an aggressive capital structure. Moreover, the company operated in a sector that was highly regulated, with competition that was cutthroat and a cost structure that was volatile. A high operating risk, coupled with high financial leverage, pushed the company into incurring losses. Having run out of cash, Jet Airways eventually defaulted on loan repayments to its lenders. Facing the eventuality of losing control of the company to lenders or to a strategic investor, Goyal was trying to figure out a way to save the company from insolvency and liquidation. It was becoming increasingly difficult for Goyal to keep Jet Airways, the company he had nurtured like a baby, airborne.

The case can be taught in both online and offline modes of delivery in a 90-minute session. Post-covid, the delivery mode of classes has changed. In online sessions, it may be a challenging task to ensure student participation.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

• The students will be able to compare various perspectives and concepts of strategic alliance as a tool of corporate expansion.

• The students will be able to identify the trade-offs between financial and non-financial gains and losses for corporate expansion.

• The students will be able to identify strategic partnership as a better alternative in comparison to acquisition and vice versa according to the different situations being faced by the companies.

• The students will be able to identify different approaches for brand building.

Shah and Valani, owners of Zed Lifestyle Pvt Ltd which owned Beardo, had to decide whether they should accept the offer of a strategic partnership with Marico Industries, a fast-moving consumer goods company (FMCG) in the global beauty and wellness space. Marico nurtured leading brands across categories of hair care, skin care, edible oils, healthy foods, hygiene, male grooming and fabric care. The decision was not easy as Marico was a leader in the FMCG segment in India and had a strong brand presence in both online and offline distribution channels. Beardo, on the other hand, had its presence marked mostly on the online channel with a hundred offline salon outlets. Partnering with Marico would ensure access to the massive distribution channel owned by Marico but, on the other hand, would lead to possible loss of independence and an early exit from their business. They were not prepared to let go of their ownership as there was no clarity on what would happen if the projected growth figures were not met. There were many other questions too that crossed their minds which had to be answered before they decided on a yes or a no.

The case highlighted the decision dilemma faced by the brand owners, the market scenario, competitive landscape and the situational facts so as to help the students critically analyse the decision situation and develop decision-making competencies by evaluating the possible course of actions and their possible outcomes.

Corporate-level strategies.

Teaching notes are available for educators only.

CSS 11: Strategy.