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Steve Meyer, the chief marketing officer at Trilogy, was evaluating the best way to move forward with an innovative, customer value-based pricing approach for its enterprise software solutions. Trilogy had radically transformed its business from a product-centric organization to a customer-centric one, and value-based pricing was a pillar of this transformation. Meyer had to evaluate three pricing approaches: traditional license based, subscription based, and gain sharing. He had to assess which pricing approach Trilogy and Trilogy's clients would prefer and the conditions under which gain-sharing pricing would work. Meyer also had to address several adoption barriers that prevented customers from embracing the gain-sharing pricing approach.

In March 2007 C. James Prieur, CEO of insurance provider Conseco, was faced with a crisis. The front page of the New York Times featured a story on the grieving family of an elderly woman who had faithfully paid for her Conseco long-term care (LTC) policy, only to find that it would not pay her claims. Her family had to pay for her care (until her recent death), which unfortunately resulted in the loss of the family business. The family was now very publicly pursuing litigation. For a company that depended on thousands of employees, investors, and independent agents who sold the insurance plans, this reputational risk was a serious threat. On top of this immediate crisis, all signs in the industry were pointing to the fact that the LTC business itself was not viable, yet over the years Conseco had acquired a number of LTC insurance providers. Students are asked to analyze not only what Prieur’s priorities should be in addressing the immediate crisis but also the risks inherent in the LTC industry and how this might affect Conseco’s success as a business moving forward

After reading and analyzing the case, students will be able to:

• Analyze the risks in the long-term care insurance industry

• Distinguish the various types of risk that caused a company’s crisis and recognize the potential for contagion

• Brainstorm how the risks faced by Conseco could have been avoided or better contained

• Recommend the first steps C. James Prieur and the Conseco leadership team should take to rectify the New York Times article crisis

Analyze the risks in the long-term care insurance industry

Distinguish the various types of risk that caused a company’s crisis and recognize the potential for contagion

Brainstorm how the risks faced by Conseco could have been avoided or better contained

Recommend the first steps C. James Prieur and the Conseco leadership team should take to rectify the New York Times article crisis

The case describes a situation where the government as the dominant majority shareholder in a listed Public Sector Enterprise (PSE) directs it through its executive Chairman (a government selected executive) to buy a part of government's stakes in another listed PSE, in which also the government is a majority shareholder. The Chairman is summoned for a meeting in the governing ministry and ‘persuaded' to agree to the proposal, without the proposal having been discussed in the company's board. Being a government appointed employee, the Chairman faces the difficult task of putting the matter for discussion in the board while informing the board that he had already agreed to the proposal. The case describes the events that preceded the board meeting to discuss the proposal. The board faces the unpleasant task of dealing with the Chairman's lapse in not taking the board into confidence prior to his agreement conveyed at the ministry meeting. A bigger difficulty was the possibility that the proposal was not desirable from ONGC's point of view. How will the board then convey the decision to the government? What levers does the board have to deal with the matter?

A small start-up company must make additional investments to maximize its firm value. But the company owner will not make this investment unless she can renegotiate outstanding debt claims. Solving this “debt overhang” problem through negotiation is the focus of the case. In this context, students are exposed to a variety of issues: the nature of financial claims, bargaining and negotiation fundamentals, and agency costs of debt.

This case considers the unusual terms under which Rhone-Poulenc, the large French chemicals producer, acquired the U.S.-based Rorer Group, Inc., in August 1990. Set a year later, in August 1991, the case reviews the terms of the merger and the experience of the new entity in its first year, and invites the student to evaluate the “contingent value right” (CVR) issued by Rhone-Poulenc in the merger.

In October, the CEO of JPMorgan Chase & Co., is preparing for the company's 2010 Q3 earnings conference call and wondering how to address the inevitable questions related to financial reform. It has been just over two months since the Dodd-Frank Financial Reform and Consumer Protection Act (Dodd-Frank Act) had been passed, and there was still much uncertainty as to how JPMorgan should address the reforms. JPMorgan had reported stronger than expected EPS in the third quarter, but analysts were more concerned about what strategic initiatives the CEO would implement in response to the Dodd-Frank Act. The act had introduced wide-ranging and industry-changing reforms that were aimed primarily at fully integrated financial institutions such as JPMorgan. While most of the rulemaking would be forthcoming from regulatory authorities, the CEO knew it would be best to address these issues immediately to protect shareholders by avoiding uncertainty.

In the (A) case, Jason Phillips, Chief Financial Officer of a soup manufacturing business, is given the task of maximizing the value of the firm twelve months after the case is set. Although he does not want to break any legal rules, Jason is interested to see whether accounting and real action choices can be used to enhance the company's financial position and increase its perceived value to investors. The case permits him to select from a menu of options, including decisions on product pricing, inventory levels, accounts receivables, leasing or purchasing a new machine and valuation or sale of securities. These choices are fed into an Excel spreadsheet which adjusts financial projections and accounting disclosures accordingly.

In the (B) case, Ben Kerr, Chief Investment Officer at one of Dragon's main competitors, considers the financial statements produced by Dragon to unravel any earnings management behavior and establish a true value for the company. Although the case can be focused on the accounting consequences of real decisions, a richer discussion is obtained when considering the ethical angles of the decision process. In particular, how much “earnings management” should be pursued and what types of behaviors are simply going to be unraveled by investors?

Students will explore: the concepts of “legal” earnings management as compared to true value optimization; whether sophisticated investors misled by such behaviors; and the management of information flows to investors.

This case was developed to serve as a foundation for student discussion of the use of contingent forms of payment in M&A. The protagonist in the case represents the buyer, and must design terms of contingent payment (“arnout”) that will protect the buyer if the rosy future does not occur, yet reward the seller if it does. Students are given completed discounted cash flow (DCF) valuations of the target (Digitech) under both the seller's and buyer's forecasts, which reveal a wide gulf in valuation. The protagonist seeks to bridge this gulf through a combination of fixed and contingent payments to the seller. Two different earnout designs are suggested in the case. Students must simulate the value of the earnout to estimate the expected value of this provision from the standpoints of both the buyer and seller.

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.