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During December 2012, Jorge Paulo Lemann, a co-founder and partner at 3G, proposed to Warren Buffett that 3G and Berkshire Hathaway acquire H. J. Heinz Company. Lemann and Buffett, who had known each other for years, jointly decided that the Heinz turnaround had been successful and that there was significant potential for continued global growth. 3G informed Heinz CEO William Johnson that it and Berkshire Hathaway were interested in jointly acquiring his company. Johnson then presented the investors' offer of $70.00 per share of outstanding common stock to the Heinz board.

After much discussion, the Heinz board and its advisors informed 3G that without better financial terms they would not continue to discuss the possibility of an acquisition. Two days later, 3G and Berkshire Hathaway returned with a revised proposal of $72.50 per share, for a total transaction value of $28 billion (including Heinz's outstanding debt).

Following a forty-day “go-shop” period, Heinz, 3G, and Berkshire Hathaway agreed to sign the deal. But was this, in fact, a fair deal? And what might be the future consequences for shareholders, management, employees, and citizens of Pittsburgh, the location of the company's headquarters? Last, what was the role of activist investors in bringing Heinz to this deal stage?

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

• Understand the influence of investment bankers on M&A transactions

• Consider synergies that drive M&A

• Consider the role of activist investors in corporate strategic decision-making

• Understand the impact of M&A on key corporate stakeholders

• Apply core valuation techniques to support M&A valuation

Understand the influence of investment bankers on M&A transactions

Consider synergies that drive M&A

Consider the role of activist investors in corporate strategic decision-making

Understand the impact of M&A on key corporate stakeholders

Apply core valuation techniques to support M&A valuation

Are hedge funds heroes or villains? Management of Blockbuster, Time Warner, Six Flags, Knight-Ridder, and Bally Total Fitness might prefer the “villain” appellation, but Enron, WorldCom, Tyco, and HealthSouth shareholders might view management as the real villains and hedge funds as vehicles to oust incompetent corporate managers before they run companies into the ground or steal them through fraudulent transactions. Could the pressure exerted by activist hedge funds on targeted companies result in increased share prices, management accountability, and better communication with shareholders? Or does it distract management from its primary goal of enhancing long-term shareholder value?

To determine the benefits and disadvantages of activist hedge fund activity from the perspective of corporate management and shareholders; to examine if a hedge fund's suggested corporate restructuring could create greater shareholder value; and to explain the changing roles and perspectives of hedge funds.

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.

Gary Parr, deputy chairman of Lazard Freres & Co. and Kellogg class of 1980, could not believe his ears. “You can't mean that,” he said, reacting to the lowered bid given by Doug Braunstein, JP Morgan head of investment banking, for Parr's client, legendary investment bank Bear Stearns. Less than eighteen months after trading at an all-time high of $172.61 a share, Bear now had little choice but to accept Morgan's humiliating $2-per-share, Federal Reserve-sanctioned bailout offer. “I'll have to get back to you.” Hanging up the phone, Parr leaned back and gave an exhausted sigh. Rumors had swirled around Bear ever since two of its hedge funds imploded as a result of the subprime housing crisis, but time and again, the scrappy Bear appeared to have weathered the storm. Parr's efforts to find a capital infusion for the bank had resulted in lengthy discussions and marathon due diligence sessions, but one after another, potential investors had backed away, scared off in part by Bear's sizable mortgage holdings at a time when every bank on Wall Street was reducing its positions and taking massive write-downs in the asset class. In the past week, those rumors had reached a fever pitch, with financial analysts openly questioning Bear's ability to continue operations and its clients running for the exits. Now Sunday afternoon, it had already been a long weekend, and it would almost certainly be a long night, as the Fed-backed bailout of Bear would require onerous negotiations before Monday's market open. By morning, the eighty-five-year-old investment bank, which had survived the Great Depression, the savings and loan crisis, and the dot-com implosion, would cease to exist as an independent firm. Pausing briefly before calling CEO Alan Schwartz and the rest of Bear's board, Parr allowed himself a moment of reflection. How had it all happened?

An analysis of the fall of Bear Stearns facilitates an understanding of the difficulties affecting the entire investment banking industry: high leverage, overreliance on short-term financing, excessive risk taking on proprietary trading and asset management desks, and myopic senior management all contributed to the massive losses and loss of confidence. The impact on the global economy was of epic proportions.

In the spring of 2004, Google was one of the most-talked-about IPO ideas since Netscape had gone public in 1995. Bullish investors believed Google could set off a string of successful IPOs following a lull in tech-offering activity since 2000. Executives at Google faced several questions in the following months: Should Google go public? What options did Google have for taking its shares to market? Was the traditional form of book-building necessarily the best course of action? Could a sealed-bid auction (e.g., W.R. Hambrecht's OpenIPO) yield superior results?

Pebble Technology Corporation (Pebble) was an early entrant into the smartwatch industry. Pebble’s Founder, Eric Migicovsky, began thinking about creating a smartwatch in 2008 while still an undergraduate engineering student. After selling about 1,500 prototype watches, he was accepted into Silicon Valley’s prestigious Y Combinator business start-up program. Finding it difficult to attract investors, Migicovsky launched a crowdfunding campaign that raised a record-breaking $10.27m on Kickstarter. The case concludes shortly after Apple’s unveiling of its soon-to-be-released Apple Watch. The case provides an opportunity to evaluate Pebble’s various strategic options at the time of Apple’s announcement.

The authors observed over 30 h of video and audio recordings of speeches, interviews and other events involving Pebble’s founder, other Pebble executives, investors and competitors. These recordings are all publicly available. Whenever possible, the authors also reviewed the Twitter feeds, Facebook sites and personal websites of Pebble’s top executives over time. Similarly, the authors followed Pebble’s official website, corporate blog and Kickstarter campaign websites. The authors also drew from numerous media reports. Due to the public nature of the data, no company release is provided nor has any information been disguised in any way.

The case is designed for both undergraduate and graduate students for courses in strategic management.

This case is used in Darden's course elective, Corporate Financing, and is accompanied by a teaching note for instructors and Excel spreadsheet for students. The Carlyle Group IPO case explores the circumstances leading up to the firm's IPO in May 2012. Over the past 25 years, Carlyle had grown from a fledgling private equity firm to one of the world's largest and most diversified investment firms. Carlyle had prepared extensively for the roadshow; management anticipated some tough questions. Students are asked to evaluate the extent to which Carlyle is undervalued relative to its peers. The case provides information on how to evaluate the earnings received by the public shareholders and outlines several alternative approaches to value PPEs.

This case study has been developed based on the primary data obtained through a series of interviews held with the senior management of Cargills, and the secondary data obtained from the company’s corporate website www.cargillsceylon.com/,annual reports and publicly available sources of information such as newspaper articles.

This case study focuses on the strategic responses employed by Cargills (Ceylon) PLC – a leading business conglomerate in Sri Lanka – in response to the challenges posed by the COVID-19 pandemic. The duration of this case study is from January 2020 to September 2021. The case study particularly examines the key business sectors of Cargills (Ceylon) PLC – retail, food manufacturing and quick service restaurants – which elaborate on the change management practices and strategies deployed by the company in each of these sectors during this challenging period. This study is based on the primary data gathered from the interviews held with the Cargills (Ceylon) PLC team, and the secondary data obtained from the corporate website of Cargills (Ceylon) PLC. This case study is most suitable to be taught in academic courses related to strategic change management.

The case is most suited to be discussed with undergraduates (3rd year and 4th year) following business and management studies related disciplines. While the pivotal area around which the case has been developed is strategic change management, covering environmental analysis, strategic analysis and process of change management, the case could also be used in strategic management classes, to discuss environmental analysis, strategic planning approaches and business and corporate level strategies.

CSS 11: Strategy.

In August 2007 the Mainsail II SIV-Lite was frozen by its trustee as a result of the ongoing credit crisis. The state of Maine held $20 million of Mainsail commercial paper in its Cash Pool portfolio, a short-term portfolio that puts temporary, excess state revenues to work. When word of the potential loss became public, the Treasurer came under attack. The case introduces the functions of a state Treasury department, with particular emphasis on the investment objectives and guidelines for the cash pool as well as its composition. The case reviews the events leading up to and including August 2007, the month when the credit markets first began to seize and when the financial crisis effectively began. It examines securitization, structured finance, and the Mainsail SIV-Lite structure in some detail.

This case encourages students to consider how they would communicate and support the implementation of a company’s policy for annual performance reviews. Analysis may include considering how to build commitment from line management for the process and practice of colleague performance reviews and an exploration of the relationship between appraisals and performance management, human resources (HR) strategy and business strategy. Managers may perceive that performance reviews are taking them away from the more important and pressing tasks that directly relate to their own performance on the job – and not appreciate the strategic significance of the appraisal process.

Topics were identified as case preferences and a shopping list of questions were generated for field interviews. Two field interviews were completed. The company involved was not disguised, however the HR Director’s name (David White) is a pseudonym.

This case is suitable for third or fourth year undergraduate or postgraduate studies in hospitality management, human resource management or a human resource management course that specializes in strategic HRM, performance management, performance appraisal or employee engagement.

There has been a gradual shift from performance appraisal to performance management to reflect a more strategic approach to human resource management practice (Bach, 2005). A performance management system typically includes the following components: regular performance appraisal, mission statement and values statement, individual objectives, performance standards or competencies, unit objectives, company-wide objectives, performance-related pay, training and reward or recognition system (Armstrong, 2002). Collectively these components have a strategic focus and connect individual, team and organizational performance.