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The theoretical basis for the case is information asymmetry and signaling theory, with buybacks providing a mechanism for reducing information asymmetry between management and investors. The controversy surrounding buybacks has led to political and regulatory scrutiny, which, consistent with evidence from academic research, may affect corporate behavior.

The compact case is based on secondary, public information about stock buybacks. All sources used are cited in-text, with full citations included in the references section at the end of the teaching note.

Stock buybacks, a means of providing returns to shareholders, have recently received increased scrutiny by politicians, media and shareholder activists. Proponents have argued that buybacks result in efficient allocation of capital by returning funds to shareholders, whereas opponents have criticized buybacks for enriching executives, providing tax advantages to shareholders and contributing to income inequality. Corporations did not curtail their use of buybacks after the Inflation Reduction Act of 2022 imposed an excise tax. The case frames the buyback debate in current events and focuses on the buyback activity of Apple. The case provides students the opportunity to analyze alternative ways that companies can provide returns to shareholders, evaluate impacts of buybacks on corporate stakeholders and appraise the reasons for, and implications of, current controversy regarding buybacks.

This compact case is appropriate for upper-level undergraduate or graduate courses in financial accounting, tax and finance. This case provides an opportunity to analyze and evaluate stock buyback decisions in the context of the current controversy related to buybacks.

On completion of analysis of this case, students would be able to: appreciate the context of a typical delisting decision of a public company that is part of a large business group; analyze the complex nature of the relationships among the promoter shareholders, minority shareholders, government-controlled financial institutions, independent directors and executive directors in such a situation of transfer of value; and develop the best possible course of action for the promoters, independent directors and public shareholders, keeping into consideration the principles of corporate governance and the objective of shareholders’ wealth maximization.

The case presents an opportunity to examine the corporate restructuring and governance issues associated with the delisting attempt of India-based mining company Vedanta Ltd., by its London-based parent company, Vedanta Resources. The case focuses on the conflict of interests between the promoters of a business group and the public shareholders of a subsidiary, and the pivotal roles independent directors and proxy advisory firms play in supporting the public shareholders.

The case can be discussed in a graduate-level corporate strategy course that deals with restructuring and governance issues in companies, especially large group companies. It can also be discussed in a course of corporate governance where students have the opportunity to understand the potential conflict between promoters and other shareholders, and the moderating roles the independent directors and institutions may play in resolving such conflicts.

Teaching notes are available for educators only.

CSS 11: Strategy.

Arvind Mills incurred a loss of Rs.316 crores in the year 1999-2000 after a period of declining profits in spite of increasing sales. In January 2001 lenders to Arvind Mills received the Information Memorandum on Debt Restructuring which offered several alternative schemes. They had to decide whether they should accept the proposal and if they accept which specific scheme they should choose.

This case was successfully taught in a second-year MBA marketing course on the science of behavior change. It would be suitable for first-year MBA and executive education programs. The material would work well on courses on women in business, women as leaders and women in data science. The female protagonist creates a tech platform and uses a data-driven model.

Marketing – it was used in a module around leveraging existing insights and creating new ones in marketing strategies. The course is structured around a “pathway to behavior change” framework. This case focuses on the analysis segment of the model, introduces targeted behavioral challenge(s) and lends itself to identifying consumer insights, biases and behaviors. It uses that analysis to learn about the market, competition and gaps to fill.

This case uses a startup in the retail industry to explore the leverage of behavioral science to enrich a business model and structure a marketing campaign. The material unfolds the testing of an innovative process and use of persuasion to align business practices with human behavior and scale. In addition, it gives the opportunity to discuss how a minimal tech solution could bring in market data and provide a test platform to larger clients.The founder of Rohvi, Sara Whiffen, created a platform that allowed shoppers to buy clothing items from local retail stores, use them and after a few wears, return the items for partial store credit. The business model was based on Whiffen’s experience in the automobile industry with used cars. Following her first few years in the business, Whiffen had to make some decisions around engaging clients on two sides – retailers and consumers. How can an innovative startup leverage behavioral science to persuade multiple stakeholders?

• Learn marketing concepts in material and a tech platform featuring a female protagonist and team; • practice evaluating a product and capturing value using behavioral science; • understand consumer/business biases and practice forming and delivering a persuasive message; • learn to leverage and create new insights to aid behavior change in business-to-consumer (B2C) and business-to-business (B2B) contexts; • analyze behavioral insights to identify new opportunities in a competitive marketplace; • unfold a framework to explore consumer motivation in recommerce; and • explore the use of experimentation in changing consumer behavior and improving decision-making.

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

Females need to be represented in core business education curriculum such as data analysis in addition to classes focused on social equity and business. This all female executive team pursued an innovative process built on a technology platform using a data-driven model to gain enterprise clients. The material offers an opportunity to explore sustainability.

CSS 8: Marketing

On March 18, 2019, Yuvraj Mehta, head Corporate Brand Management & Communications (CBMC) at Larsen & Toubro (L&T), heard about negative media narratives against L&T, following a high-profile merger and acquisition (M&A) between the company and Mindtree. Some of the allegations against L&T were “hostile takeover” and “destruction of Mindtree's culture.” Mehta was faced with the issue of influencing all stakeholders; turning the tide and changing the narrative from hostile takeover to continuity, growth and profitability; and integrating Mindtree and its employees and culture into L&T. Compared to L&T's previous acquisitions, which were small, and other strategic initiatives, which were mostly organic, Mindtree acquisition was the largest (in value terms) in its history. It was also the most complex as Mindtree promoters aggressively resisted the acquisition, and L&T had to acquire a large number of shares through an open offer. Media speculations began in January 2019 when L&T, the engineering and construction giant, planned to acquire a majority stake in the young IT firm, Mindtree. Soon the reporting changed to aggressive media ranting. Time was at a premium. Mehta knew he would need to begin strategising almost immediately. How should he proceed? What should be his first move?

The learning outcomes of this study are as follows:1. Learn to analyze a hostile takeover bid from the perspectives of the acquirer, target firm’s management and a large institutional investor in the target firm.2. Review the structuring, financing, valuation, mode of consideration, legal and regulatory aspects of a hostile takeover.3. Understand the role of the target firm’s board in a hostile takeover transaction.4. Address “to sell or not to sell” dilemma of a large institutional investor in the target firm in the event of a tender offer given financial and non-financial considerations.

On June 14, 2019, Pulak Prasad, Founder and Chief Executive Officer (CEO) at Nalanda Capital, in consultation with other managing partners at Nalanda Capital, had to decide whether to tender a 10.6% equity holding in Mindtree Ltd. in an unsolicited open offer made by Larsen and Toubro (L&T) Ltd. Until then, Nalanda Capital, led by Prasad, had aligned with the Mindtree founders and had led a campaign to thwart L&T’s bid to acquire Mindtree; L&T’s offer to acquire 31% of Mindtree shares was because of open on June 17, 2019 and it is time for Prasad and the management team to take a reasoned call – whether to stay in Mindtree or to exit? Associated aspects included – What could be the consequences of not selling the stake? What could be L&T’s game plan? Could Mindtree continue to create wealth for its shareholders under L&T?

This case is appropriate for Mergers & Acquisitions and Strategic Financial Management courses in modules focused on structuring, financing and takeover defence techniques in a hostile takeover transaction. The case is appropriate for graduate MBA and EMBA programmes.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

A toy retailer plans to order a new product from an untested supplier for the winter holiday season. This exercise provides an opportunity for students to construct a model to determine optimal order quantity when demand is not known. Profits are calculated based on wholesale pricing, revenue-sharing, profit-sharing, and buyback contracts.

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

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

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.

January 27, 2005, was an extraordinary day for Gillette's James Kilts, the show-stopping turnaround expert known as the “Razor Boss of Boston.” Kilts, along with Proctor & Gamble chairman Alan Lafley, had just orchestrated a $57 billion acquisition of Gillette by P&G. The creation of the world's largest consumer products company would end Kilts's four-year tenure as CEO of Gillette and bring to a close Gillette's 104-year history as an independent corporate titan in the Boston area. The deal also capped a series of courtships between Gillette and other companies that had waxed and waned at various points throughout Kilts's stewardship of Gillette. But almost immediately after the transaction was announced, P&G and Gillette drew criticism from the media and the state of Massachusetts concerning the terms of the sale. Would this merger actually benefit shareholders, or was it principally a wealth creation vehicle for Kilts?

To understand the factors that persuaded shareholders of both P&G and Gillette to merge their companies, the valuation metrics involved in determining the merger consideration, compensation packages for key managers, and the politics (internal, local government, and regulatory) that impact major mergers.