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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.

Teaching notes are available for educators only.

CSS 11: Strategy.

This case presents the history and recent governance challenges of Carvajal, S.A., a Colombia-based, family-owned, billion-dollar-plus holding company that had offered printing-related (e.g., Yellow Pages, notebooks) and other products and services across and beyond South America for more than a century. Specifically, the case details the company’s state of affairs in early 2011, a time by which Carvajal’s flagship businesses had matured rapidly with the emergence of digital technology and diminished demand for paper/print-based products. Though profits and growth remained positive, Carvajal’s leaders knew that upholding the business’s legacy of returns, dividends for all family members, and extensive philanthropy would take significant strategy and execution.

Compounding the strategy issues, Carvajal faced these market challenges with new leadership: the first non-family CEO since the company’s inception. Well-established Colombian executive Ricardo Obregon had been hired in 2008 over two family candidates to lead the business. Obregon was to oversee a complex governance network that included a holding company with seven operating companies, their management and respective boards, a family council, and 280 members (including spouses) of a shareholding family in its sixth generation. Carvajal’s business and family leaders had to face market issues and decisions that included the possibility of taking public the operating companies and/or the holding company while maintaining the business’s long traditions of unity, respect, strong ethics, and philanthropy. That meant optimizing several crucial relationships: between the family and the new CEO; between the family and the board; between the operating companies and the holding company; and between members of the large Carvajal family, many of whom now resided outside of Colombia and Latin America.

Understand general and specific challenges associated with carrying on a longstanding family business facing multiple market challenges; explore the process of engaging a complex family-business governance network to handle business challenges while maintaining family values; consider the effects of culture on a multi-generation family business.

Mary Kay is one of the best-known direct sellers of women's cosmetics in the world. Its channel strategy is to use independent beauty consultants, who are independent distributors, to sell directly to consumers. Its compensation plan is multilevel, providing commissions to distributors on their own sales as well as the sales of the distributors they recruit. At the time of the case, the company is grappling with a well-established change in consumer behavior—the decline of the stay-at-home mom as she returns to the workforce—combined with the opportunities offered by Internet selling. Focuses on the company's efforts to move with consumer demand and behavior, while remaining true to its core goal of “Improving Women's Lives.” Discusses ways Internet technology can be used throughout the company's channel and supply chain structure, not just as a route to market.

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 case “Corporate Governance Failure at Ricoh India: Rebuilding Lost Trust” discusses the series of events post disclosure of falsification of the accounts and violation of accounting principles, leading to a loss of INR 11.23bn for the company, eroding over 75 per cent of its market cap (Financial Express, 2016). The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. The case highlights the responsibility of the board of directors, audit committee and external auditors and discusses the changes required in the corporate governance structure necessary to ensure that such incidents do not take place. The case also delves into the classic dilemma of degree of control that needs to be exercised by the parent over its subsidiaries and freedom of independence given to the subsidiary board, which is a constant challenge all multinationals face. Such a dilemma often leads to the challenge of creating appropriate corporate governance structures for numerous subsidiaries.

The case is intended for MBA courses on corporate governance, business ethics and also for the strategic management courses in the context of multinational corporations. The case can be used to develop an understanding of the essential of corporate governance with special focus on the role of the board of directors, audit committee and external auditors. The case highlights the consequences and cost of poor corporate governance. The case can also be used for highlighting governance challenges in the parent subsidiary relationship for multinational corporations. The case can be used for executive training purposes on corporate governance and leadership with special focus on business ethics.

This case presents the challenges faced by the newly appointed Chairman Noboru Akahane of Ricoh India. In July 2016, Ricoh India, the Indian arm of Japanese firm Ricoh, admitted that the company’s accounts had been falsified and accounting principles violated, leading to a loss of INR 11.23 bn for the financial year 2016. The minority shareholders were agitating against the board of directors of Ricoh India and were also holding the parent company responsible for not safeguarding their interest. Over a period of 18 months, Ricoh India had been in the eye of a storm that involved delayed reporting of financials, auditor red flags regarding accounting irregularities, a forensic audit, suspension of top officials and a police complaint lodged by Ricoh India against its own officials. Akahane needed to ensure continuity of Ricoh India’s business and also act quickly and decisively to manage the crisis and ensure that these incidents did not recur in the future.

The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. More specifically, the case addresses the following objectives: provide an overview of corporate governance structure; highlight the role of board of directors, audit committee and external auditors; appreciate the rationale behind mandatory auditor rotation; appreciate the consequences of poor corporate structure; explore the interrelationship between sustainability reporting and transparency in financial disclosures of a corporation; understand management and governance of subsidiaries by multinational companies; and understand the response to a crisis situation.

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CSS 11: Strategy.

This case study can help the reader to understand how to build an effective board for family business, and why evolving board structure can help family firm to sustain for a longer period in Market. Reader can also learn about role of independent director, CEO's Succession process and ways to deal with duality issue that family owned enterprise may face during a transition from generation X to Y.

This teaching case study describes various decision-making situations using example of a Pakistani family firm and entrepreneurs who started the business few decades back in France. This partially disguised case is based on actual events. The data are collected based on discussions with family business owners and minutes of meetings. The objective of study is to make sense of the family business theories e.g. socio emotional wealth stakeholder and agency. Case readers can also learn about the family’s business governance practices using diverse scenarios presented in this case.

This study is suitable for graduate and undergraduate studies.

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CSS 7: Management science.

Carris Reels, a reel-manufacturing company headquartered in Vermont, had long-standing goals of being employee owned and governed. They also had a strong organizational (ownership) culture. The Corporate Steering Committee (CSC), a committee composed of representatives from management and non-management employees, and the board of directors had a decision to make about adding two new members to the board. With these new members, the board of directors would be made up of both members of management and non-management employees. Was Carris forfeiting wiser outside counsel in favor of company insiders? What about for the future of the company?

The data for this case were collected from discussions and informal interviews with Carris Reels employees, and archival data from the company intranet which includes an archival of company newsletters, meeting minutes and announcements. Information on the Employee Stock Ownership Plan (ESOP), board of directors, the CSC, and ESOP trustees from these sources were also used.

This case is suitable for strategic management, and social responsibility and social enterprise-focused courses for upper-level undergraduates and MBA students.

The sources, development, and outcomes of a strong organizational culture are important to this case. Schein (1989) and others (Harris and Ogbanna, 1999) address the role of a company’s founder in development of the company’s culture. Research addressing ownership and participation in the context of an ownership culture indicates positive outcomes to employees and to their companies (Logue and Yates, 2005; Ownership Associates, 1998).

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.

Teaching notes are available for educators only.

After reading the case, the students shall be able to explain the concept of insider trading and differentiate between illegal insider trading and legal insider trading, business ethics, financial institutions, financial markets and accounting; to interpret the legal framework for prevention of insider trading; to identify the role and significance of the market regulator, Securities and Exchange Board of India (SEBI), in detecting financial crimes such as insider trading; to demonstrate the association between information, stock trading and stock prices within the framework of efficient markets; and to appraise the ethical dilemma in a family-owned firm, where the family members of the promoter group are alleged to have indulged in a financial crime.

The case revolves around allegations of insider trading against the promoter and the promoter group of the family owned and controlled firm, Lux Industries Limited. On January 24, 2022, the SEBI, the regulator of securities markets in India, accused Udit Todi, the Executive Director of Lux Industries Limited, of engaging in insider trading through a chain of 14 connected parties. Udit Todi was also the son of the Managing Director, Pradip Kumar Todi, and the nephew of the Executive Chairman, Ashok Kumar Todi. In its interim order, SEBI alleged a breach of insider trading regulations by a group of 14 connected entities that had built up long positions starting from May 21, 2021, before the quarterly financial results (Q4) and the annual results of the financial year (FY) 2021 in the equity shares of Lux Industries Limited, with its registered office in Kolkata, India, were announced. Subsequently, they squared off the long positions to make a profit of ₹29.43m. To restore the confidence of the investors, the Executive Chairman, Ashok Kumar Todi, needed to review the matter expeditiously and impartially. Taking into consideration the family ties of the accused, it was not going to be an easy task, yet, it had to be done. The case highlights the role of the regulator, SEBI, in unearthing financial frauds such as insider trading in an emerging market such as India.

Postgraduate programs in management, Executive education programs.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance

The impact of corporate governance on internal controls and quality of financial disclosures.

Analysis of a real financial fraud event for a non-US multinational corporation. The case relies on accessing and analyzing annual reports for the firm, both before and after the fraud. Additional information on industry governance characteristics are provided in the case itself so that students can compare the firm to the industry.

This business case is centered on the analysis of Schneider Electric, a French multinational corporation, which had to restate their financial statements in 2011 because of accounting fraud. Following this event, Schneider undertook major changes in their board structure to improve internal control mechanisms. This pedagogical business case familiarizes students with international differences in ownership and board structure and emphasizes potential corporate governance changes after financial statement fraud.

Managerial finance, corporate finance, international finance, auditing. This case is more appropriate for upper-level undergraduate and graduate courses.