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In 2015, Toyota proposed to issue a separate class of shares to attract long term individual Japanese shareholders aligned with the company's long-term R&D programmes. The distinguishing feature of these shares was the exit option with no loss of capital. The proposal was not received well by US based institutional shareholders of the company and proxy. A major proxy adviser recommended voting against the proposal. The case provides an opportunity to discuss security design issues and their implications for corporate governance.

Recently, the Indian Congress asked a distinguished committee of experts to analyze and make policy recommendations about India's Cooperative Financial Institutions (CFIs), which included organizations such as credit unions and cooperative banks. One committee member, Mohan R. Narayan, a leading economist at a prestigious Indian university, was enthusiastic about the job; it was an opportunity to help millions of rural poor and to have a positive effect on the country. Some poor farmers, deeply in debts to money-lenders, had been reported to resort to committing suicide when they faced with draught or other catastrophes and saw little reason to continue living. Well-functioning CFIs would certainly help restore hope and boost income for the rural poor. But he knew the system had a long history of overregulation, financial laxity, and corruption. Creating an actionable and clear strategy would be no easy task. The case, written at the invitation of the World Bank to study the challenges of building inclusive financial system in emerging countries, invites students to discuss 1) The roles and responsibilities of financial institutions in poverty-reduction and economic development, 2) the benefits and risks of using public versus private institutions to aid development, and more specifically, 3) the economics of credit cooperatives—in particular how they function in an emerging market setting.

Lean thinking and organizational culture

MBA, Executive Education, Post Graduate Diploma

The case details the adoption of lean thinking at K-Way, a contemporary technical textile manufacturer of outdoor apparel and accessories. The case covers the 12-year journey at K-Way, detailing the process and cultural improvements the company underwent. The case closes as Bobby, the General Manager at K-Way, thinks about his new challenges. The CEO of K-Way’s parent company, Cape Union Mart, wants Bobby to start devolving the lean thinking approach to other units within Cape Union Mart, in particular a newly acquired and under-performing children’s clothing business. Bobby is excited at the prospect, but simultaneously anxious about the work that still needs to happen at K-Way and more importantly, whether the organization is ready for his, and his key consultant-coach’s withdrawal as the primary “voices” of lean thinking. Would there be a reversal of progress in their absence and how can they counter this?

Understanding lean thinking as a management system and not a mere set of tools for waste reduction, while recognizing the importance of waste reduction. An understanding of how to entrench lean thinking in an organization after initial adoption with specific emphasis on the following: Kata and scientific thinking – what it is and how it can be employed; Hoshin Kanri/Strategy Deployment – what it is and how it can be used; Leader Standard Work, what it is and how it can be used. Consider responses for a company that has been on a lean journey for 10 years, with a focus on how (or if) lean leaders can withdraw from the operation.

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: 9: Operations and logistics

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 widespread family businesses play an important role in the national economy of developed countries in Europe and North America, or of developing countries in East Asia. However, family business succession is a worldwide difficult problem. The innovative family business succession practices of Robert Bosch GmbH, the German family company which has a history of 130 years (1886-2016), basically follow the trend of evolving from family businesses to social enterprises after further socialization. However, it has its own innovation and uniqueness which is worthy of reference by Chinese family businesses.

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.

The learning outcomes of this case will help the participants to assess values, motivations and interpersonal relations that exist and evolve in a family firm; analyze individual-level strategies in absence of business growth strategy and succession plan; expose trade-offs associated with natural inheritance or merit-based succession; reveal alternate strategies of coping with conflicts in multi-generation multi-family firms.

This case focuses on leadership, succession and conflicts at Dalal Group, a 50 years old textile yarn trading family-run business. The trading business has 10 members across three generations working in it. The business is making profits but the growth of the business is not synchronous to the number of family members working in it. As revenues are stable and buyers’ network is not growing, an internal tussle has begun among the members to preserve business resources available to them. The founder, who is also the Managing Director of the Group, is about to retire in a couple of years but there is no clear successor to his position. In the absence of a business growth plan and uncertainty about the next leader, members are clueless about their own future and that is affecting their interpersonal relations at work. This has triggered the need for decision and action by the founder, failing which the business might disintegrate. The case author has used personal interview methods and secondary sources like annual reports and manuals of the company to collect data and information.

Senior Undergraduates, MBA (Entrepreneurship and Family Business), MBA.

Teaching notes are available for educators only.

CSS 6: Human resource management.

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

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.