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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.

All business-to-business contracts have now come to be done on standard contract terms. Every company has its General Conditions of Contract on which it would deal with its customers. Business parties negotiate, converge and do business with each other. However, if a dispute arises, both the parties claim that there is a contract between them. And each party also claims that the contract is on its terms. The claim is important, for each party sets terms favourable to itself. This is called the ‘battle of forms’. The Butler Machine Tool Case of the Court of Appeal explores the rules of this battle.

After completion of the case study, students will be able to examine the financial implications of Maghreb Steel’s substantial investment in the Blad Assolb complex in 2007 within the restructuring plan; explore how this decision influenced the company’s financial health and strategic position in the steel market, within the context of the restructuring plan; assess the impact of the 2008 economic crisis within the restructuring plan; analyze how the crisis affected the company’s pricing strategies, profitability and overall business strategy; investigate the financial and strategic consequences of the hot rolling activity initiated as a result of the Blad Assolb project within the company’s restructuring plan; and critique how this venture impacted the company’s operations, cost structure and competitiveness in the steel industry, aligned with the restructuring plan.

This case study deals with the only flat steel producer in Morocco: Maghreb Steel, the Moroccan family-owned company created in 1975 by the Sekkat family. It was a leading steel company. At the beginning, the company was specialized in the field of steel tubes, but thanks to its growth ambitions, the Sekkat family had made Maghreb Steel a major player in the Moroccan steel sector. In the same logic of development, the top management of Maghreb Steel launched in 2007 in the adventure to create the first production complex of cold rolling in Morocco – an investment that pushed Maghreb Steel to resort to a debt of more than 6bn dirhams (DH) with a consortium of six banks and would have allowed the company a huge leap in growth, except that the decision-makers of the group Sekkat could not see coming the economic crisis of 2008 causing the fall of steel prices by 62% compared to 2007. Thus, from its effective launch in 2010, the activity of hot rolling would become, for the company, a regrettable orientation. Moreover, the national market could not absorb all the production of the complex that the company called Blad Assolb. In response to this difficult situation, Maghreb Steel decided to store its goods to avoid selling at a loss. Faced with this situation of sectoral crisis and deterioration of its activity, Maghreb Steel lost its ability to honor its financial commitments with the banking consortium. From then on, the company became a case of failure, and the recovery measures had not ceased to be duplicated by the various stakeholders: State, Sekkat family, creditors and management of the company, having only one objective in mind: Save Maghreb Steel! This said, the present case study is dedicated to the financial and strategic analysis of the current situation and the evolution of the company throughout the crisis period to finally propose a suitable recovery plan to save Maghreb Steel.

The case study can be taught to students of master’s degrees in financial management as a synthesis of finance courses. It can also be used to train executives and managers working in family businesses as part of professional certification training.

Teaching notes are available for educators only.

CSS 1: Accounting and finance.

The case study is based on field research and also on secondary data. A primary survey is included in the case study. Simple frequency and factor analysis as statistical tools have been used.

Family businesses, like that of Kiran Rai’s, owning a local Mom and Pop store in an emerging city were faced with a serious problem of sustaining their businesses. These family businesses countered immense competition from: their own types, i.e. from other local Mom and Pop stores within the same cities; online stores; and the organised stores.The choice of the customers to buy goods from the neighbourhood shops has remained largely as an age-old tradition in the households. With the millennials and the Generation Z (Gen Z) exposed to an array of brands, can they become the first choice of young customers for shopping for all kinds of products and varieties? Can the local Mom and Pop stores spread their wings across the young generations, particularly the Millennials and Gen Z through inexpensive social media channels? What are their growth options? How can the social media serve this purpose? The case uses the social cognition theory and the use gratification theory to throw light on the new concept of Social Shopping.

The case is meant to be discussed in courses like Fundamentals of Marketing, Digital Marketing and Retail Marketing in a 90-min session in the Post Graduate as well as in the Working Executives’ Management programmes. The case analysis will expose the students to the use of social media and its benefits to the small businesses. The students will also be able to analyse and understand the different types of Online Consumers’ Shopping Personalities. This would enable them to strategize for different stages in the decision-making processes.

Strategic Planning for family businesses.

MBA family businesses courses and/or executive education courses that focus on family businesses. The case can be used in introductory sessions related to family business strategy.

This case tells the story of two generations of coffee plant growers at Hacienda Flandes in Colombia’s coffee region. It describes external and internal factors that affected the family business from 1970 to 2013. The case presents antecedents and consequences of environmental circumstances and family members’ decisions that drive this business from boom to decline and later on to its potential reinvention. Through an analysis of this family-owned coffee plantation across generations, students are expected to understand the importance of strategic planning in family businesses, in a changing and competitive environment. Family businesses in emerging economies are the most common type of businesses. In Latin America, most of family businesses might be younger than those in Europe and even in North America. Therefore, family businesses in these economies can be going through or will soon go through a succession. Succession success rate is low, regardless of the culture or country in which the family business develops. This case deals with the preparation (or lack of preparation) of the next generation in family businesses management and its consequences and helps students suggest alternatives and better decisions to run family businesses in an emerging economy.

Students will be able to know and explain the concept of a family business as a dynamic system: firm, family and individuals, each one with actions and outcomes; analyze opportunities for and threats to family businesses across generations; and formulate strategies that balance business and family demands.

The teaching note has specific reading materials to support class discussion.

The Case takes place at the headquarters of Genesee & Wyoming, Inc. (GWI), one of the leading short line railroads in the United States. The Case revolves around three executives - Mortimer B. Fuller III, Chairman and CEO, Mark Hastings, CFO and Treasurer, and Alan Harris, Senior Vice President and Chief Accounting Office - and the dilemma over whether to pursue international expansion.

GWI has generally pursued a strategy of diversification through acquisition. However, there are other approaches to diversification, including international expansion. With increasing deregulation and privatization of railroads around the world, GWI and its competitors must weigh the risks of internationalization with the rewards. GWI fears that a failure to move quickly might result in missed opportunities as competitors acquire railroads around the world.

An opportunity has recently arisen in Australia, where the government is selling Australian National Railway. GWI believes Australia might be a good initial foray into the international market given the similarities of the country and its railroad industry to the United States and its railroad industry. The Case asks the question, “Should GWI enter the bidding?”

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.

Sustainable development (in under-developed rural communities).

Bachelor's degree.

The case follows six young adults from Quebec, who are mandated with a three-month agro-environmental project in the fight against desertification and poverty, in Kamaka, a village in the Sahel region of Mali. The project's central element is the development of a community garden that would ensure the diversification of the community's nutritional diet, and the rehabilitation of the environment. The mandate also consists of various environmental awareness workshops pertaining to efficient energy consumption, composting, and solar food drying techniques. The project, in its fourth year of collaboration between the Quebec organization and their local Malian partner, does not seem to have been yielding the desired results. The team is faced with the challenges of understanding the opportunities and limitations of the project so that they can try to succeed where previous teams have failed; while overcoming the organizational and logistical shortfalls that they faced prior to the start of their work, as they simultaneously struggled to adapt to their totally new context.

How to prepare for, approach, and carry out local community development projects – environmental and/or social – in under-developed regions such as Mali. Mainly, how to create a shared vision with the concerned community; build an effective multi-stakeholder network; and ultimately co-create sustainable value (as per the proposed Senge model).

Teaching notes and short documentary online link.

Set in September 1992, this exercise provides teams of students the opportunity to negotiate terms of a merger between AT&T and McCaw Cellular. AT&T, one of the largest U.S. corporations, was the dominant competitor in long-distance telephone communications in the United States. McCaw was the largest competitor in the rapidly growing cellular-telephone communications industry. Prior to the negotiations, AT&T had no position in cellular communications. This case and its companion (F-1143) are designed to allow students to be assigned roles to play. The case may pursue some or all of the following teaching objectives: exercising valuation skills, practicing strategic analysis, exercising bargaining skills, and illustrating practical aspects of mergers and acquisitions.