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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.

This case was developed from both primary and secondary sources. Primary sources were interviews. The secondary sources include legal opinions and journal articles.

In 2012, Scot and his co-owner, both experienced groomers, planned to open their own grooming business. Scott talked with his accountant about the best legal entity for their situation, and the accountant advised Scott that a limited liability company (LLC) would be the best choice. The accountant steered Scott to Legal Zoom, an online legal resource that helps people form business entities, including LLCs. A few years after starting their business, Scott and his co-owner reached an impasse: Scott wanted to expand the business; his co-owner did not. Scott talked with an attorney and learned that the standard form LLC operating agreement from Legal Zoom did not cover this kind of situation. How is an LLC formed? What are the consequences of a flawed LLC formation? What kinds of duties do accountants owe business owners?

This case was written for use in an undergraduate introductory business law course, an introductory accounting course or an accounting ethics course. The focus of the case supports classroom discussion for online and face-to-face instruction regarding business entity formation and fiduciary duties. Educators who use critical thinking in lessons to apply information about the roles of accountants and attorneys working with business owners can use this case to explore and discuss the impact ethical decisions can have on business owner clients.

Through evaluating and examining this case, students will be able to:

• understand what an LLC is and explain how one is formed;

• recognize the consequences of flawed LLC business entity formation; and

• articulate the roles of accountants in the formation of an LLC.

Atari, a maker of video games, went through several owners over the years winding up controlled by Infogrames, a French publisher of video games. Infogrames later sold Atari shares in a secondary public offering, eventually reducing the parent’s share to 51.6 percent by September 2005 creating a complicated two-tier ownership structure. Two levels of management made it difficult to get things done. The financial structure was a problem for Infogrames because the French company had to consolidate 100 percent of Atari’s results even though it only owned 51 percent of the company. Atari was generating substantial losses, had defaulted on its debt, and was faced with the possibility of filing for bankruptcy without more working capital. The independent directors of Atari, when confronted with an unsolicited Infogrames buyout offer, had several options: (1) agree to the $1.68 offer (take the money and run); (2) pursue a white knight (a buyout from another investor of company that would be willing to pay a higher price and invest working capital); (3) file a lawsuit to stop the takeover to buy time or perhaps force Infogrames to increase its offer.

Communications in a turnaround How planning and executing a communications strategy is as important as other functional actions Dealing with an international ownership base with a U.S. turnaround of a legacy brand with no hard assets Fiduciary duty and governance issues arising from a takeover offer.

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.

In 2014, after nearly 150 years as one of Portugal's most wealthy and powerful families, the Espirito Santo family completely lost control of its empire, which included Banco Espirito Santo, Portugal's largest bank by market capitalization and second-largest private-sector bank in terms of assets, along with stakes in numerous financial, non-financial, privately held, and publicly traded companies. During the European financial crisis of 2010 to 2014, many of the family's companies required capital investment. To avoid family equity dilution, the family's patriarch, Ricardo Espirito Santo Silva Salgado, engaged in a creative money-go-round structure whereby Banco Espirito Santo would legally raise short-term commercial paper with high interest rates and sell them to third parties that were partially owned by the Espirito Santo family. These third parties then would sell that paper back to the bank's retail clients as safe investments similar to Portuguese deposits. The plan failed, and the house of cards that was the Espirito Santo empire collapsed. Students will consider whether Salgado and the board of Banco Espirito Santo acted appropriately or if they failed their fiduciary duties to the non-family shareholders of the bank.

The case can be used in the subject areas of finance and in particular investments, corporate governance, ESG, or responsible investments. It is suitable for students from all financial backgrounds, from a novice in the financial markets to an expert in finance. It is, however, expected that the class should have a sound fundamental grounding in financial analysis and valuations. The purpose of this case is to prepare students for future investments they would make in whatever capacity – whether in private or listed companies – and to prepare them for future roles on boards of directors. The examples of real-life events in this case study are used to prepare students for future similar situations in which they might find themselves.

This teaching case is aimed at postgraduate students pursuing an MBA or a specialist Masters in a finance programme. This case can be used as a master class in corporate governance, investments, or responsible investments. This case is also suited for an executive education class in management. It is particularly relevant to a module that focusses on investments, corporate governance, ESG, or responsible investments.

The case study chronicles meetings held on 8 November 2017 at a fictional South African asset manager, Active Investment Management (AIM). These meetings discuss the firm's investment in JSE-listed Steinhoff International Holdings. The case deals with the questions that active fund managers need to address when balancing financial analysis; environmental, social, and governance (ESG) analysis; portfolio management; and the need to comply with their fiduciary duty to clients. It also looks at the need for responsible investing in decision-making.

The understanding of the assessment around the complexities of asset management when it comes to responsible investment.

To determine why institutional investors should apply responsible investment principles when making investment decisions.

An understanding of the evaluation of the unique roles of the three pillars of corporate governance, namely asset managers, auditors, and the board of directors.

The ability to assess how to integrate financial analysis and ESG principles in making investment recommendations.

The case begins with newly appointed chairman and interim CEO Garo Armen dwelling on the significant issues that Elan Corporation, an Irish pharmaceutical company, faces. Its share price has plummeted 96% after accusations of accounting fraud and the discontinuation of an important clinical trial due to the drug's severe side effects. As a result, Elan faces insolvency. About $2 billion in debt that could no longer be satisfied in stock will soon mature, and there are questions regarding the company's structure and various operating concerns. Armen is also concerned about the ethical consequences of the company's failing and thus not being able to develop potentially life-saving medicines. Armen must decide what the nature of Elan should be moving forward and what strategy it should adopt. The operational and financial issues discussed in the case are complicated by Elan's status as an Irish company with significant international operations. The case closes with Armen reflecting on the decisions he has made—which students should critique and suggest alternatives to—as well as an open decision on choosing a successor CEO.

1. Crafting a vision and strategy for a newly streamlined organization and implementation 2. Balancing the complexities of an international corporation in a turnaround situation 3. Quantitatively identifying the probability, advantages, and disadvantages of bankruptcy 4. Succession planning decision making 5. Responding to fraud accusations 6. Managing a distressed workforce and retaining key employees

Contracts term of commercial sale of goods have a ‘title retention clause’, preventing the transfer of ownership till the seller is fully paid. The unpaid seller gets the right to repossess the goods from the buyer. Exigencies of businesses have led to introduction of further clauses allowing the buyer to use or sub-sell the goods even before the transfer of ownership. The United Kingdom Court of Appeal judgment in the Caterpillar Case brings out the effects of the contradictions of a title retention clause qualified by the right of the buyer to use or sub-sell.

The non-executive Chairman, Chaturvedi, must lead the Board of Directors of ICICI Bank as it deals with the adverse findings by a former Supreme Court judge against Ms. Chanda Kochhar, the former Chief Executive of the Bank. She had not disclosed a conflict of interest regarding a loan to a corporate group that had business dealings with her husband. Months earlier, the Board had exonerated her and also allowed her to retire from the Bank. Could and should the Board now reclassify Kochhar's retirement as ‘Termination for Cause’ and claw back her past bonuses?

In the 1990s, Mike Flanagan foresaw video moving from analog to digital and developed an equipment rental business to meet the needs of the entertainment/media production industry. By 1996 he established a second company to offer training in the use of Avid, a digital video-editing program. Flanagan sold the rental business in 1998 and by 2002 expanded the training away from a business model to a full-fledged college business model. By 2014 what started as a successful training program developed into a negative interaction with the US Department of Education and Flanagan found himself being forced out of business.

This case was originally a client-based project conducted real time in an MBA-level marketing course at the Graziadio School of Business and Management at Pepperdine University.

The case is well suited for a variety of business and law courses that integrate ethical decision making in their curriculum at the undergraduate and graduate levels. The case allows for a greater understanding of the implications of managerial behavior tied to ethical beliefs and the possible outcomes that may result. It also allows for a stronger grasp of the integral nature of management, staff, consumers and outside organizations on the pervasive impact of non-ethical behavior. Last, this case creates a framework for students to assess how ethics influence managerial behavior that will affect an organization’s success.

What ethical duties and obligations does a business owe to its customers and other stakeholders? Is ignorance an excuse for failing to meet those ethical obligations?