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The case study is designed to help students understand how the “growth at all costs” attitude can lead to compromised corporate governance in a start-up leading to disastrous implications for all the stakeholders. This case study aims to make students understand the components of the fraud triangle, the impact of financial fraud on various stakeholders, the role of venture capitalist (VC) investors and the importance of good corporate governance in start-ups. The case study presents an excellent opportunity for students to discuss the consequences of ignoring good governance in the pursuit of growth in a start-up. After analyzing the case study, the students shall be able to explain the concept of the fraud triangle and to be able to identify the motivation, opportunity and rationalization of financial irregularities in a start-up; analyze the impact of financial irregularities on various stakeholders; comprehend the business model of VCs and evaluate its influence on VC-funded start-ups; and appraise the importance of good corporate governance in start-ups.

The case study revolves around the confession of financial irregularities made by one of the cofounders of GoMechanic, a start-up headquartered in Gurugram, India. On January 18, 2023, Amit Bhasin confessed to financial irregularities in the company’s financial statements, leading to laying off 70% of the workforce of the company. GoMechanic had earlier raised close to US$62m [1] from maverick global investors including Sequoia Capital, Tiger Global, Orios Venture Partners and Chiratae Ventures, and was negotiating to raise Series D financing from the Japanese multinational SoftBank with aspirations to be a unicorn (start-up with a valuation of over $1bn). The confession led to a debate about the consequences of the “growth at all cost” culture being followed by start-ups as well as VCs. GoMechanic was not an isolated instance of a lack of governance in the start-ups. The confession had consequences not only for the GoMechanic but for the entire start-up ecosystem of India, which was the third largest in the world. Bhasin stated that the founders take full responsibility for the situation, and they were working on a plan which was most viable under the circumstances. However, it was not going to be easy to regain the confidence of the investors.

The case study is best suited for senior undergraduate- and graduate-level business school students and in executive education programs in courses such as corporate governance and ethics, private equity and entrepreneurial finance.

Teaching notes are available for educators only.

CSS 1: Accounting and finance

The case “Corporate Governance Failure at Ricoh India: Rebuilding Lost Trust” discusses the series of events post disclosure of falsification of the accounts and violation of accounting principles, leading to a loss of INR 11.23bn for the company, eroding over 75 per cent of its market cap (Financial Express, 2016). The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. The case highlights the responsibility of the board of directors, audit committee and external auditors and discusses the changes required in the corporate governance structure necessary to ensure that such incidents do not take place. The case also delves into the classic dilemma of degree of control that needs to be exercised by the parent over its subsidiaries and freedom of independence given to the subsidiary board, which is a constant challenge all multinationals face. Such a dilemma often leads to the challenge of creating appropriate corporate governance structures for numerous subsidiaries.

The case is intended for MBA courses on corporate governance, business ethics and also for the strategic management courses in the context of multinational corporations. The case can be used to develop an understanding of the essential of corporate governance with special focus on the role of the board of directors, audit committee and external auditors. The case highlights the consequences and cost of poor corporate governance. The case can also be used for highlighting governance challenges in the parent subsidiary relationship for multinational corporations. The case can be used for executive training purposes on corporate governance and leadership with special focus on business ethics.

This case presents the challenges faced by the newly appointed Chairman Noboru Akahane of Ricoh India. In July 2016, Ricoh India, the Indian arm of Japanese firm Ricoh, admitted that the company’s accounts had been falsified and accounting principles violated, leading to a loss of INR 11.23 bn for the financial year 2016. The minority shareholders were agitating against the board of directors of Ricoh India and were also holding the parent company responsible for not safeguarding their interest. Over a period of 18 months, Ricoh India had been in the eye of a storm that involved delayed reporting of financials, auditor red flags regarding accounting irregularities, a forensic audit, suspension of top officials and a police complaint lodged by Ricoh India against its own officials. Akahane needed to ensure continuity of Ricoh India’s business and also act quickly and decisively to manage the crisis and ensure that these incidents did not recur in the future.

The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. More specifically, the case addresses the following objectives: provide an overview of corporate governance structure; highlight the role of board of directors, audit committee and external auditors; appreciate the rationale behind mandatory auditor rotation; appreciate the consequences of poor corporate structure; explore the interrelationship between sustainability reporting and transparency in financial disclosures of a corporation; understand management and governance of subsidiaries by multinational companies; and understand the response to a crisis situation.

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.

The case presents a lot of information, directly and via references and Web-based links, about the economic consequences of the virus. Several themes are evident: As an opening theory-base, the decades-long stakeholder versus shareholder debate is invoked – but does this extend beyond “stakeholders” to the “public good”? There are contexts (generally wars) in which governments are empowered to instruct private companies to engage in the public good – but how far should/must they voluntarily go? The underlying macro-economic issue is: where will we get the capital? Central banks have not recovered from the 2008 global financial crisis and have limited “ammunition” to address the anticipated economic problems introduced by the virus. The case presents data on selected financial metrics (interest rates, debt levels, risk pricing, etc.) and outlines the conventional stimulatory steps used: lowering short-term rates (monetary policy) and investment in assets (fiscal policy) and the less-conventional Quantitative Easing “QE”.

The coronavirus appears to herald a devastating blow to lives and to the world economy – its impact is yet unknown, but likely to be comparable to war and pestilence of biblical proportion. This case focuses on the possible economic trajectories as a consequence of the virus, with emphasis on bailing-out (restructuring) struggling companies and restoring jobs. Within the framework of a world desperately in need of capital, it raises questions about accountability and responsibility. Should retrenched workers in restaurants, banks and airlines feel the consequences of their poor career choices? Must shareholders (read pensioners) shoulder losses to support the public good? Ought governments bail-out whole industries – using tax-payer money? Or do we allow central banks to conjure-up billions and hope for the best? The case does not attempt to provide answers to these questions but presents several vignettes and offers a context in which participants can debate the merits of these problems.

MBA and Exec-ed.

Teaching Notes are available for educators only.

CSS: 1 Accounting and Finance.

A buyer company has an advance payment stuck with the seller company and acts cautiously in not paying further till they get control over the goods. Claiming this to be a breach, the seller terminates the contract and makes claim for the damages. The seller picks all legal points it could in the routine business practices to escape the unfortunate situation. The judgment in the Toba Trade Case gives a comprehensive view of several legal themes including, payment and delivery, variation of contract, termination, anticipatory breach, award of damages and unjust enrichment.

The case describes the fall of Eskom, which in 2001 was named the Financial Times’ Power Company of the Year, but by 2019 was suffering from “systemic corruption, malfeasance, fraud and state capture” that had “compromised the credibility of the organisation and eroded investor confidence”. Eskom’s incompetent management lays the ground for reasonable doubt as to whether the force majeure notice was indeed irresistible. The case suggests several methods available in financial markets to hedge risk – but to what extent are these relevant and appropriate? The main objective of the case, however, is to examine and assess the criteria required to claim force majeure. Two aspects are questionable: Was the virus unforeseeable and was it irresistible? Eskom is “bleeding” R².5m per month because of significantly reduced electricity demand, and while it clearly benefits Eskom to break their supply contract, the consequences for Exxaro are far more dire. And, if carried to conclusion, how would such actions impact the entire economy?

In April 2020 South Africa’s stated-owned electricity utility Eskom sent a pre-cautionary force-majeure notification to Exxaro Limited’s Grootegeluk Coal Mine. The notification, citing COVID-19 as an unforeseeable, external and irresistible event, would have disastrous consequences for the mine’s 25 m tonnes pa coal contract to supply Eskom’s Medupi power station. Not only was the legality of the force-majeure questionable, it was unethical, and not in the spirit of President Ramaposa’s call to businesses to continue paying contractors. The case briefly describes Eskom’s troubled history following South Africa’s 1994 democratic election. It examines the force majeure clause common in contracts, and questions whether COVID-19 meets the criteria of an “unforeseeable, external and irresistible” event.

MBA and Executive Education

Teaching Notes are available for educators only.

CSS 7: Management Science.

The objective of writing this case study is to allow management students to engage with the complexities of mergers and acquisitions (M&As) in the insurance sector in an emerging economy like India. Upon completion of this case study, the students will be able to critically evaluate the business environment of the insurance sector of a developing economy like India, analyse the impact of M&As on the insurance industry of India, appraise the post-merger consequences and strategies to deal with these consequences, assess the applicability of market power and growth theories in the context of M&As and develop a strategic action plan for handling post-merger challenges.

On 3 September 2021, the Insurance Regulatory and Development Authority of India (IRDAI) approved the “Scheme” related to the merger of the non-life insurance division of Bharti AXA General Insurance Company Limited (“Bharti AXA”) with ICICI Lombard General Insurance Company Limited (“ICICI Lombard”). Earlier, on 21 August 2020, the boards of the companies had approved entering into definitive agreements through a scheme of arrangement. The merger received approvals from different regulatory bodies as mandated (Gandhi et al., 2023). Bhargav Dasgupta, managing director and Chief Executive Officer of ICICI Lombard, stated, “This is a landmark step in the journey of ICICI Lombard, and we are confident that this transaction would be value accretive for our shareholders” (FE Bureau, 2020). However, the merger posed a dilemma for Dasgupta and the management regarding crop insurance owing to its impact on profitability. Crop insurance historically had high claim ratios nearing 135% for ICICI Lombard for financial year 2018. The company ceased to underwrite this product from 2019 onwards (TNN, 2019). However, ICICI Lombard had to fulfil the three-year commitment made by Bharti AXA to the state governments of Maharashtra and Karnataka towards crop insurance. It was a scheme initiated by the Government of India, covering farmers against losses due to cyclonic rains, rainfall deficits and other unforeseen calamities. Dasgupta faced a challenge in managing the interests of the farmers and the company’s shareholders while balancing profitability, which had already been impacted by the COVID-19 pandemic. This case study delves into post-merger complexities in the financial sector non-life insurance industry in emerging countries like India.

This case study is suitable for undergraduate and post-graduate management students and executives from the insurance industry.

Teaching notes are available for educators only.

CSS 11: Strategy.

After completion of the case study, the students will be able to understand the importance of being culturally savvy when working in a culturally diverse environment and managing people from different cultures; critically reflect on the risks resulting from the absence of a clear direction from the company’s top management regarding unifying corporate values and a diversity policy for cooperation across cultures; be aware of best practices in implementing diversity management (DM) initiatives in the company; and learn that changes in the strategic orientation (i.e. focus on automation projects) must be cascaded down to hard elements of structures, processes and systems, as well as to soft elements of skills, staff and management style.

The Kuwaiti branch of a Japanese corporation specialising in control systems and instruments, Rising Sun IT, hired a German professional, Alex, to handle the increasing demand for automation from customers. This recruitment followed several unsuccessful attempts by the company to deliver more advanced automation solutions. Recognising the need to adapt to Kuwaiti customer requirements or risk losing market share, Japanese management understood the importance of transforming their engineering staff. Failure to achieve this next automation step would result in a steady decline in market share and ultimately impact the company’s survival. However, Alex, who was supposed to lead automation projects, was confronted with opposition from the Indian engineering staff and managers. He was not able to find common ground with the staff and perceived issues such as lack of communication, delays in work schedules, missed deadlines and high levels of absenteeism, as a sign of low work morale. Although he tried to increase the awareness of his supervisor and other managers by informing them repeatedly about the problems regarding employee behaviours, his interventions went unheard. He felt ousted by his fellow colleagues and the other employees. Besides, from Alex’s point of view, the Japanese top management did not provide clear directions to the staff and explicit support to Alex in his efforts. This case study highlights three dimensions of Alex’s problem with establishing and maintaining working relationships with other people in the company:▪ Alex’s cultural “blindness” and ignorance of differences in work behaviours that ultimately led to his inability to build solid and trustful relationships with other employees. The case study demonstrates Germany’s performance-oriented and individual-centric culture versus India’s family- and community-oriented culture and the Japanese employees’ strongly hierarchical and company loyalty-oriented culture.▪ Lack of support from the Japanese top management to Alex, which is connected with a wider problem of the lack of a systematic strategic approach to managing a culturally diverse workforce. The case study pinpoints the rhetoric–reality gap in DM in the company, where the diversity, equity and inclusion programme and corporate values were applied only formally and had little attention from the leaders as well as non-managerial employees.▪ Employee resistance to change: The lack of positive communication from the top management level in the company regarding automation projects and the lack of support for Alex’s mission in the company resulted in steady resistance to executing projects, which endangered the company’s survival in the market. Also, one part of Alex’s problem with building a working relationship with the Indian engineering staff was based on the fact that others perceived him as the automation “change agent” – an advocate and catalyst of an undesirable change connected with adverse consequences on employment in the Indian community.

This case is intended for discussion in undergraduate management and business study programmes.

Teaching notes are available for educators only.

CSS 6: Human resource management.

The learning outcomes of this study are as follows: use advanced frameworks and tools to convey complex ideas related to corporate social responsibility and ethics; apply relevant concepts and theories of ethics and corporate governance to a practical situation while making decisions; demonstrate understanding of the importance of stakeholders when developing socially responsible thinking; and analyze ethical and legal conflicts that need to be considered by employees in situations of whistleblowing.

Sara Khan was a Pakistani-American who had moved to Dubai in the United Arab Emirates (UAE) in 2015 to pursue her Bachelor’s degree in accounting. After graduation, she started working for a baked products manufacturer, Dough Fresh, which was a business unit of Dubai-based Fresh Foods Co. Three years later, she enjoyed her work in the company that embraced strong ethical values and socially responsible practices. She was recently given the task of delivering a financial statements’, investment projections’ and cost-cutting presentation to the senior management of Dough Fresh. Her performance at completing this task was of critical importance for her obtaining the eagerly awaited promotion to the senior accountant position. One day, while Sara was looking through some files to update the financial statements’ records, she came across a deleted purchase order of poppy seeds that amounted to AED 680,000. While poppy seeds were widely used as ingredients in baked products in other countries, they were illegal in the UAE. After approaching her colleague from the purchasing department, she realized that the purchasing manager, who was the grandson of the chairman, was closely involved in the matter. Moreover, it appeared that poppy seeds were used unwashed, which triggered deleterious health consequences and made them highly dangerous to consume. As Sara spent more time researching about poppy seeds and whistleblowing laws in the UAE, she questioned whether she should divulge this information or keep it for herself. Making this decision was extremely challenging. Because the UAE laws regarding whistleblowing were not comprehensive and constantly evolving, she was not certain whether her identity and reputation would be protected in case she decided to blow the whistle. Even more, she worried immensely about the prospect of her colleagues losing their jobs if this information became public, as many of them needed the money to support their families back home and to finance expensive health-related treatments of their relatives. At the same time, she was also aware that if poppy seeds were consumed by people unknowingly, this could lead to serious and even fatal health consequences. All things considered, Sara was caught between deciding what was the right thing to do.

This case study can be used in a higher level undergraduate business course on Business Ethics and Corporate Social Responsibility.

Teaching notes are available for educators only.

CSS 11: Strategy.

This case was developed from both primary and secondary sources. Primary sources were interviews. The secondary sources include legal opinions and journal articles.

In 2012, Scot and his co-owner, both experienced groomers, planned to open their own grooming business. Scott talked with his accountant about the best legal entity for their situation, and the accountant advised Scott that a limited liability company (LLC) would be the best choice. The accountant steered Scott to Legal Zoom, an online legal resource that helps people form business entities, including LLCs. A few years after starting their business, Scott and his co-owner reached an impasse: Scott wanted to expand the business; his co-owner did not. Scott talked with an attorney and learned that the standard form LLC operating agreement from Legal Zoom did not cover this kind of situation. How is an LLC formed? What are the consequences of a flawed LLC formation? What kinds of duties do accountants owe business owners?

This case was written for use in an undergraduate introductory business law course, an introductory accounting course or an accounting ethics course. The focus of the case supports classroom discussion for online and face-to-face instruction regarding business entity formation and fiduciary duties. Educators who use critical thinking in lessons to apply information about the roles of accountants and attorneys working with business owners can use this case to explore and discuss the impact ethical decisions can have on business owner clients.

Through evaluating and examining this case, students will be able to:

• understand what an LLC is and explain how one is formed;

• recognize the consequences of flawed LLC business entity formation; and

• articulate the roles of accountants in the formation of an LLC.

Supplements the (A) case.