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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.

In writing this case, the research team used secondary resources such as academic journals, trade magazines and websites to inform and verify the information.

January 7, 2021, was not a good day for Goya Foods CEO Robert Bob Unanue, who has been at the helm of Goya since 2004. On that day, the nine-member board of directors of Goya censured Unanue for publicly questioning the legitimacy of the 2021 United States Presidential election. A day before, on January 6, a mob “trapped lawmakers and vandalized the home of Congress in the worst desecration of the complex since British forces burned it in 1814” (Hockstein, 2021).

Unanue was considered a follower of former president Trump and has expressed that “the country was […] blessed to have a leader like President Trump, who is a builder” (Hawkins, 2020). In January 2021, Unanue appeared on Fox News and said a “ war was coming,” as Joe Biden’s election was “unverified.” These, among other words, motivated the censured by the board of Goya Foods, Inc. (Santana and Isidore, 2021).

Students are asked the following questions for discussion: Did the board of directors of Goya Foods carry its role too far by openly censuring Unanue? Did Unanue go too far by openly expressing subjective opinions and thus influencing how people view the election results? Should he have remained as CEO of Goya Foods after his words on Joe Biden’s election?

One of the authors has taught the case in the Strategic Management course for MBA students. In addition, graduate students of corporate governance, business ethics, social responsibility and leadership, among other classes, will be the target segments for the case.

1. Recognize the effects on brand image and sales when CEOs participate in political arenas and publicly discuss social issues.

2. Understand the dynamics behind ethnic family businesses, such as their governance and conflict resolution approach.

3. Assess the value of the corporate board’s management of corporations.

CCS11: Strategy

Within 18 months of exiting bankruptcy, Kmart's position was sufficiently strong to launch an acquisition of Sears, once the nation's largest retailer and also a core holding of ESL. Looks at a number of compelling issues related to Kmart's bankruptcy, restructuring, and rebirth under the control of ESL, a large hedge fund. Presents some of the key metrics that Eddie Lampert, head of ESL, had available to him as he made two decisions: first, in 2002, to amass a controlling stake in Kmart's defaulted debt during the restructuring; and second, in 2004, to launch a takeover of Sears. The first deal illustrates the decision-making process for a financial buyer, including the downside protection of Kmart's real estate holdings, whereas the second deal represents a traditional strategic acquisition. Illustrates the innovative use of real estate as a “hedge” for ESL in the event that the retail combination does not produce the required financial results. Also focuses on the role of investment bankers and the increasingly important position that hedge funds and LBO funds have carved out in the M&A market.

To outline the explosive growth in assets and influence of alternative investment managers, particularly LBO funds and hedge funds, and the transition of some larger hedge funds from shorter term trading strategies to longer term plays on distressed debt, restructurings, and turnarounds.