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This case on “Corporate governance: a farce at Volkswagen (VW)” is set in September of 2015. The precipitating events, which started with the Emissions scandal and tampering of the technology, unfold a history of threatening organizational culture, deliberate cheating, and failure of good governance. The case presents that though the outgoing CEO took the responsibility for the event but said that he was shocked by the event and stunned that the misconduct of such a scale could occur in the VW Group. Given the roles and responsibilities of board of management and the supervisory board, how could the scandal of such magnitude go unnoticed? Were robust corporate governance practices being not followed at VW?

The case is based on the material available in the public domain, records, press reports, published books, interviews published by key board members of Volkswagen and the company website.

This case can be used for undergraduate senior classes or graduate and executive education level courses in corporate governance and ethical practices. This case will sync best with the topics around Board Composition and size, Board Independence, fiduciary duties of supervisory board, board duality and leadership and its impact on organizational culture.

The case is aimed at providing students with an opportunity to understand various aspects of corporate governance and the consequences of poor corporate governance. The case addresses the following objectives: The students need to assess the role of the board in implementing corporate governance. The students should be able to explain the conflicts experienced by various stakeholders in an organization. The students need to evaluate the balancing act of growth and governance in a startup. The students should be able to determine the current state of business sustainability of the high-growth startups in India.

The case presents the challenges faced by the CEO of BharatPe, Suhail Sameer. Beginning in 2022, Bharatpe was in deep trouble as there were allegations of financial mismanagement, toxic work culture and widening losses. Co-founder Ashneer Grover and his wife Madhuri had to leave the company following charges against them. As Grover was the face of the company, Sameer would have to quickly act on filling the void and reassuring investors. Because of the uncertainty, scores of employees had already quit or were looking for other jobs. Questions were also raised about the board’s inaction and lack of proactive measures. After a meteoric rise for three years, BharatPe was struggling to survive the whole episode and put its focus back on business.

The case is intended for MBA students in corporate governance, organizational behaviour, business ethics and strategic management areas. As the case reveals the impact of poor corporate governance, it can also be used for executive training purposes on corporate sustainability, governance and leadership with a special focus on Indian startups.

Teaching notes are available for educators only.

CSS 11: Strategy.

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

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.

The case would be specifically useful in courses related to Corporate Governance, Board Dynamics, Leadership, Organizational Behaviour, Corporate Ethics and Strategic Management.

For Post-graduate/Doctoral and Executive Programme/Management Development Programme level courses in Corporate Governance, Board Dynamics, Leadership, Organizational Behaviour, Corporate Ethics and relevant areas of Strategic Management.

The case relates to the imminent departure of Raamit Pell, the founding CEO of Xcelent Services, an educational service provider, to his parental organization at Kozerton after completing his current five-year term. Raamit had moved from Kozerton to become CEO of Xcelent Services. Many of Raamit’s senior executives at Xcelent were not happy about his decision to return. They felt that his departure at this moment might, on the one hand, slow down the ongoing major expansion plans and on the other aggravate a mutiny, under covert Board patronage involving a powerful clique of certain senior executives. The parental agency finally agreed to release him. On the day of Raamit’s farewell, where surprisingly even the clique members were present, many executives appeared sad. Observing the mood, Raamit wondered whether his decision to return to Kozerton was the right one.

To understand the internal governance, leadership and behavioural environment of a company. To understand the impact of internal power equations of a company on the morale of its people. To analyze both the inconsistency between the stated goals of the organization and the revealed actions of its top decision-makers; and the lack of restraint on the power struggle among the top actors of the organization. To identify effective strategies for addressing such issues in future so that their fallouts would be minimized. To relate the behaviour in an organization to the organizational behavioural theories related to leadership, corporate governance, corporate ethics, managerial behaviour and agency problems.

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.

Data for the case came from public sources, including legal proceedings, court filings, company press releases and Securities and Exchange Commission filings.

In June 2020, former Pinterest employees made public charges of gender and racial discrimination. Despite changes implemented by the company, several Pinterest shareholders filed derivative lawsuits charging the company with breach of fiduciary duty, waste of corporate assets, abuse of control and violating federal securities laws. The case provides an overview of the company’s management, board and stock structures, as well as information on the shareholders who sued the company and their concerns. The case raises substantial questions about management’s and board member’s responsibilities in corporate governance, illustrates how stock structures can be used to impede governance and suggests ways to evaluate activist shareholders.

This case is appropriate for graduate, advanced undergraduate or executive education courses in strategy, corporate governance or strategic human resources that discuss corporate governance, fiduciary responsibilities, designing workplace culture or management responses to shareholders. Instructors can apply two sets of theories and frameworks to this case: theories of corporate governance and Hirschman’s (1970) exit, voice or loyalty framework in the context of shareholder activism.

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.

By the end of the case study discussion, it is expected that students will have learned to assess what makes it likely that firms will respond to episodes of stakeholder activism; establish the interplay between nonmarket strategies and corporate governance mechanisms in assessing shareholder activism; explain about the board of directors as a corporate governance mechanism; evaluate the threats of nonmarket dimensions as a strategic response from the board; and understand the impact and increasing power of shareholders over board decisions.

In April 2019, to pressure Rumo S.A. regarding the duplication of the Itirapina–Cubatão railroad, indigenous peoples from 12 São Paulo villages bought six Rumo shares, which were quoted on Tuesday, April 23, 2019, at around BRL17 each. Duplication of the railroad started in 2011 and affected the lives of the Indians. The company promised to implement more than 100 improvements to the villages, but as of 2019, half of the improvements were at a standstill. After buying enough shares to entitle them to participate in the annual general meeting (AGM) of shareholders, the Indians went to Rumo’s AGM to voice their concerns and show how the villages had been affected. It was the audit committee that needed to discuss and solve the case of the indigenous peoples. What steps would Rumo take next? What was the best thing to do with regard to the claims of the Indians? This case shows the start of corporate activism in Brazil. This case reports the dilemma that Rumo faced with the indigenous activism at the beginning of 2019 because of the expansion of their railroad network across indigenous lands.

This case is suited for a class in which the students are exposed to a corporate governance framework and internal and external governance mechanisms. The case can be applied at the graduate and executive levels in relevant courses such as corporate governance, corporate responsibility, strategic management, and the stock market.

Teaching notes are available for educators only.

CSS 11: Strategy.

This study enables to critique the development of a sustainability strategy brand; integrated reports, sustainability reports, usage of safe internet and online learning skills to reduce inequalities and increase stakeholders’ values.

Digi Telecommunications (Digi) has been publishing annual sustainability reporting in line with Global Reporting Initiatives since 2009. Albern Murty, Chief Executive Officer (CEO) of Digi, the largest player in the mobile telecommunications industry in Malaysia by the number of subscribers, decided to establish a responsible business brand known as Yellow Heart in 2018 to better serve their stakeholders demand. There was a low stakeholder understanding of Digi’s sustainability efforts and societal impacts. Digi’s Sustainability department aspired to make Yellow Heart the best industry practice for continuous improvements by making Responsible Business commitment one of the main pillars of the company’s strategy and vision. Yellow Heart was linked to Sustainable Development Goals (SDG)10 on reducing inequalities by focusing on Digital Inclusion and Resilience to increase safe access opportunities, provide marginalized communities with opportunities to pursue interests in digital learning pathways and create a more sustainable digital future for all. The case study illustrates the sustainability management at Digi and the planned migration from sustainability reporting to integrated reporting to build trust in the business with all the stakeholders. The case dilemma involves the challenges that Philip Ling Oon Hun, the Head of the Sustainability, faced in deciding the SDGs to focus on and measuring and reporting their outcomes to contribute to the greater good, not only in pure business terms but also to society at large.

This case is appropriate for undergraduate or graduate-level programs in Accounting, Corporate Governance and Strategy Implementation.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

The learning outcomes are as follows: to use advanced frameworks and tools to convey complex ideas related to strategy and sustainable business practices; apply relevant concepts and theories of corporate social responsibility and governance to a practical situation while making decisions; demonstrate understanding of the importance of stakeholders when developing socially responsible thinking; and analyze the different strengths and weaknesses of the organization when making a decision that would affect the company strategy.

Claire Humphry was the General Manager at the renowned The Nacre Hotel in Penang, Malaysia. Claire had a very busy job as she had many people who reported to her, and the hotel was always full of guests. One of the things Claire also managed was the restaurant OceanSound that was owned and operated by her hotel. OceanSound was a very thematic restaurant that specialized in making sculptures of food for special events. On the New Year’s Day in 2023, Claire came to work ready to tackle what was sure to be a long and busy day. However, Claire had not anticipated exactly how taxing the day would end up being. During Claire’s talks with her colleagues throughout the day, her conversation with her friend, the head chef of OceanSound, Poh, would nag at her head for the rest of the day based on the events that followed. The New Year’s special sculpture at OceanSound was to be a large rabbit made of cake to commemorate 2023 being the year of the rabbit according to Chinese zodiac. This is usually kept secret until the sculpture is revealed; but somehow this information had been leaked. This led to The Nacre Hotel and OceanSound being in the spotlight for bad reasons as this sparked a debate online regarding food wastage. This escalated quickly and even led to a famous food influencer commenting on this using specifically The Nacre’s name. Activists also quickly emerged in front of the hotel to protest the creation of sculptures and the food wastage in Malaysian hospitality industry, seeking to make an example out of The Nacre Hotel. The online criticism died down and was eventually replaced by praise for the sculpture. The activists were also eventually asked by the hotel security to leave, which led to the rest of the day to go as expected for a New Year’s Day at The Nacre. However, Claire’s nagging suspicion that they were not out of the woods led her to start looking into food wastage in the hospitality industry in Malaysia to educate herself and bring it up in a future meeting. Two days after this incident, on January 3, 2023, Claire found The Nacre Hotel posted on the newspaper headlines, dissecting the food wastage associated with the hotel now. After getting an urgent phone call from the Regional Manager, who was pressured by the board and shareholders, Claire decided the time to address this issue could not be delayed any longer. She wrote an email to her strategy team to come up with some ideas for possible solutions to the issue and to present them in a group meeting within a week’s time. At the conclusion of the meeting, Claire was contemplating about the decision that she had to make if she wanted The Nacre Hotel to continue operating successfully in Malaysia’s hospitality industry.

The main theoretical concepts illustrated in the case include corporate governance approaches, types of corporate social responsibility, stakeholders’ prioritization, organizational culture, organizational structure, industry analysis and strategic choices. Therefore, this case study can be used in a upper-level undergraduate business courses in the field of Strategic Management and Corporate Social Responsibility. The case study can be successfully used in a capstone course on Business Policy and Strategy, when tackling the concepts of corporate social responsibility, environmental sustainability strategy and corporate governance. Under this scenario, the usage of conceptual frameworks from Chapters 2 and 3 of the textbook titled “Concepts in Strategic Management and Business Policy: Toward Global Sustainability” by Wheelen and Hunger would be required. This case study can also be successfully applied to MBA level courses on Strategic Management in a Globalized World. In this case, the latest edition of the textbook titled “Exploring Strategy” by Whittington et al., could be used (particularly, the material from Chapters 2–9, 11, 14 and 15). Additionally, the case could also be used in courses related to Tourism and Hospitality, especially in schools which have specialized programs in this field.

Teaching notes are available for educators only.

CCS 12: Tourism and Hospitality.