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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.

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CSS 11: Strategy.

The learning outcomes of this study are as follows: use advanced frameworks and tools to convey complex ideas related to corporate social responsibility and ethics; apply relevant concepts and theories of ethics and corporate governance to a practical situation while making decisions; demonstrate understanding of the importance of stakeholders when developing socially responsible thinking; and analyze ethical and legal conflicts that need to be considered by employees in situations of whistleblowing.

Sara Khan was a Pakistani-American who had moved to Dubai in the United Arab Emirates (UAE) in 2015 to pursue her Bachelor’s degree in accounting. After graduation, she started working for a baked products manufacturer, Dough Fresh, which was a business unit of Dubai-based Fresh Foods Co. Three years later, she enjoyed her work in the company that embraced strong ethical values and socially responsible practices. She was recently given the task of delivering a financial statements’, investment projections’ and cost-cutting presentation to the senior management of Dough Fresh. Her performance at completing this task was of critical importance for her obtaining the eagerly awaited promotion to the senior accountant position. One day, while Sara was looking through some files to update the financial statements’ records, she came across a deleted purchase order of poppy seeds that amounted to AED 680,000. While poppy seeds were widely used as ingredients in baked products in other countries, they were illegal in the UAE. After approaching her colleague from the purchasing department, she realized that the purchasing manager, who was the grandson of the chairman, was closely involved in the matter. Moreover, it appeared that poppy seeds were used unwashed, which triggered deleterious health consequences and made them highly dangerous to consume. As Sara spent more time researching about poppy seeds and whistleblowing laws in the UAE, she questioned whether she should divulge this information or keep it for herself. Making this decision was extremely challenging. Because the UAE laws regarding whistleblowing were not comprehensive and constantly evolving, she was not certain whether her identity and reputation would be protected in case she decided to blow the whistle. Even more, she worried immensely about the prospect of her colleagues losing their jobs if this information became public, as many of them needed the money to support their families back home and to finance expensive health-related treatments of their relatives. At the same time, she was also aware that if poppy seeds were consumed by people unknowingly, this could lead to serious and even fatal health consequences. All things considered, Sara was caught between deciding what was the right thing to do.

This case study can be used in a higher level undergraduate business course on Business Ethics and Corporate Social Responsibility.

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CSS 11: Strategy.

The main objectives of this case are to provide an opportunity for case users to understand the organisational governance framework in a farmers' association and how to build an effective organisational board. More specifically, the teaching objectives of this case are as follows: to provide an overview of the functions of different types of governance structures in a farmers' association. To understand the importance of good governance practices in a farmers' association and for its stakeholders. To relate democratic theory, stakeholder theory, agency theory and stewardship theory with the governance practices of a farmers' association. To critically evaluate the board governance in a farmers' association and recommend measures to enhance the practices.

The teaching case presents the governance practices in a farmers' association in Malaysia, ZIX-PPK and the various governance challenges that emerged in the PPK subsequent to the appointment of politically affiliated directors. Prior to 2019, ZIX-PPK was an outstanding PPK under the helm of the General Manager, Khadijah. The PPK had continually been recognised as an exceptional and excellent PPK by the Farmers' Organisation Authority and the Muda Agricultural Development Authority. However, the Arahan Pendaftar Bil 1/2019 required changes to the governance structures of ZIX-PPK, with five new directors being appointed by the minister. The appointment threatened the independence and autonomy of ZIX-PPK and affected the dynamic of the board of directors. Khadijah had to search for measures that could improve the board governance in ZIX-PPK. The names, in this case, had been altered but the details were based on an actual event. The data were collected through interviews with key players and with reference to the minutes and other documentation of ZIX-PPK.

The teaching case can be used by students in higher education institutions at both undergraduate and postgraduate levels. The case may also be relevant for training purposes to farmers' associations and any non-profit organisations.

CSS 1: Accounting and Finance.

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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.

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CSS 1: Accounting and Finance.

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.

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CSS 11: Strategy.

Corporate governance; General management; Strategy

Post Graduate/MBA

Tata Group is a conglomerate having 29 listed companies with consolidated revenues of $103bn in FY2016. On October 24, 2016, Cyrus Mistry, chairman of the group has been replaced in an unceremonious way from this job, in a boardroom coup, without being given any opportunity to explain his case. This news arrived in the media between October 2016 and December 2016 and wide and public debates took place on the corporate governance practices of Tata Group. Mistry’s ouster was attributed to non-performance, unethical practices and non-compliance to Tata culture. This case presents the Tata Group performance before Mistry, at the ouster of Mistry, the major trouble points and the corporate governance activities that took place in this saga at Tata Group. The real losers in this battle were the investors who lost $12bn between October 2016 and December 2016. Many of Tata Group companies’ stocks plunged.

The students will learn corporate governance, know how a non-listed company control and govern listed entities, know the way performance of a chairman of a company has been evaluated and learn how ethical and cultural issues impact the performance of chairman of a listed company.

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CSS: 11: Strategy

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.

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CCS 12: Tourism and Hospitality.

This case chronicles the events in the life of a security guard who would like to enroll his five-year-old daughter in a private school under the Right to Education Act (RTE). Section 12(1)(c) of the RTE Act mandates that private schools reserve at least 25% of their seats for children from marginalized and economically weaker sections of society. This case can be used for classroom discussion in a course that deals with e-governance, ICT for Development or Technology deployment/digital service delivery in developing countries. It helps students think of an evaluation framework for assessing an e-governance solution for the disadvantaged and use the framework to critically assess the Gujarat government's digital solution for the RTE programme.

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.

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CSS 1: Accounting and finance

At the end of the course, the participants are expected to be able to: understand and explain what is bridging leadership (BL); understand stakeholder, stakeholder engagement and stakeholder management; conduct a stakeholder analysis based on the details of the case; evaluate the BL processes based on the details of the case; and communicate how BL was used in Dumingag.

Mayor Nacianceno “Jun” Pacalioga’s journey towards the transformation of the municipality of Dumingag, Zamboanga del Sur in Mindanao, Philippines has been rooted in his daily interaction with its residents by way of morning walks around the town. He has always been involved in organizing people in his youth and as a public servant, improving the plight of the people of the 4th class landlocked and agriculture-dependent municipality has always been his primary concern. There are currently an estimated 50,000 people from forty-four (44) barangays (communities/villages) in the Municipality of Dumingag. In 2007, most farming households of the municipality earned US$ 60 monthly. By 2016, after Pacalioga’s 9-year stint as local chief executive or as mayor, the percentage of households with income below the poverty threshold have significantly decreased to 38%. Local health indicators have also become exemplary with only 0.77% of children between 0-5 years old recorded as malnourished, with maternal mortality death rate. When it comes to food, only 0.25% of households experience food shortage.

This case highlights the Bridging Leadership Framework as a paradigm to help address social divides and inequities in complex environments such as Dumingag. In realizing bridging leadership as a community of practice, Pacalioga employed participatory processes to develop the Genuine People’s Agenda, and the integrated Transformative Education to build the capacity of different stakeholders in the municipality. These processes mobilized different stakeholders to move towards the common goal of improving the plight of the Duminganogs. Now Dumingag is enjoying the broad-based benefits of the program; including recognition by numerous local and international organizations and civic groups on the efforts of Pacalioga and the people of Dumingag in transforming their once poverty-stricken town in Zamboanga del Sur, Mindanao, Philippines.

Masters Level/Executive Education.

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CSS 10: Public Sector Management.