Search results

Freeport-McMoRan's acquisition of Phelps Dodge created the world's largest publicly traded copper company. JPMorgan and Merrill Lynch advised the acquirer and arranged $17.5 billion in debt financing and $1.5 billion in credit facilities. In addition, these two firms underwrote $5 billion in equity capital through simultaneous offerings of Freeport-McMoRan common shares and mandatory convertible preferred shares. These financings created an optimal capital structure for the company that resulted in stronger credit ratings. The activities of the equity capital markets and sales groups at the underwriting firms are explored and the structure and benefits of mandatory convertible preferred shares is explained.

To understand the role of investment banks in advising a large corporation regarding an acquisition and related financings in the capital markets. As part of this, the activities of an investment banking firm's equity capital markets group and their underwriting risks are analyzed. Finally, the structure of a mandatory convertible security is reviewed in terms of benefits to both issuers and investors.

The objective of writing this case study is to allow management students to engage with the complexities of mergers and acquisitions (M&As) in the insurance sector in an emerging economy like India. Upon completion of this case study, the students will be able to critically evaluate the business environment of the insurance sector of a developing economy like India, analyse the impact of M&As on the insurance industry of India, appraise the post-merger consequences and strategies to deal with these consequences, assess the applicability of market power and growth theories in the context of M&As and develop a strategic action plan for handling post-merger challenges.

On 3 September 2021, the Insurance Regulatory and Development Authority of India (IRDAI) approved the “Scheme” related to the merger of the non-life insurance division of Bharti AXA General Insurance Company Limited (“Bharti AXA”) with ICICI Lombard General Insurance Company Limited (“ICICI Lombard”). Earlier, on 21 August 2020, the boards of the companies had approved entering into definitive agreements through a scheme of arrangement. The merger received approvals from different regulatory bodies as mandated (Gandhi et al., 2023). Bhargav Dasgupta, managing director and Chief Executive Officer of ICICI Lombard, stated, “This is a landmark step in the journey of ICICI Lombard, and we are confident that this transaction would be value accretive for our shareholders” (FE Bureau, 2020). However, the merger posed a dilemma for Dasgupta and the management regarding crop insurance owing to its impact on profitability. Crop insurance historically had high claim ratios nearing 135% for ICICI Lombard for financial year 2018. The company ceased to underwrite this product from 2019 onwards (TNN, 2019). However, ICICI Lombard had to fulfil the three-year commitment made by Bharti AXA to the state governments of Maharashtra and Karnataka towards crop insurance. It was a scheme initiated by the Government of India, covering farmers against losses due to cyclonic rains, rainfall deficits and other unforeseen calamities. Dasgupta faced a challenge in managing the interests of the farmers and the company’s shareholders while balancing profitability, which had already been impacted by the COVID-19 pandemic. This case study delves into post-merger complexities in the financial sector non-life insurance industry in emerging countries like India.

This case study is suitable for undergraduate and post-graduate management students and executives from the insurance industry.

Teaching notes are available for educators only.

CSS 11: Strategy.

Key State Blue Cross and Blue Shield Plan (a disguised case of an actual BCBS Plan) is the merged product of three state plans. Initially burdened with a reputation of poor customer service, Key State's executives decided to invest heavily in service improvement, eventually achieving superior levels. Key State's high-quality customer service emerged as a true competitive advantage for its customers, who were primarily businesses and health benefits consultants who influenced corporate purchasers of health insurance. The Key State brand came to be synonymous with personal service, security, choice, and dependability. But the health care insurance market was changing under Key State's feet. Spiraling costs meant that high-quality service became less of a competitive advantage as employers were lured by low-cost, low-service providers. Many employers cut or dropped health care benefits entirely, swelling the ranks of the under- and uninsured, who in turn were extremely price-sensitive when shopping for health insurance on their own. Finally, the health care insurance market was being revolutionized by financial institutions willing to hold health benefit accounts and pay providers directly, thereby eliminating the need for Key State as a mediator. Key State executives were aware of these changes but were challenged by the mindset, culture, and organizational design custom-fit to their business accounts. The case asks the reader to consider whether Key State has the right number of target markets, whether it should have one brand or several for its different target markets, what it should do for the uninsured, and how it should improve its brand experience in light of the industry's changing landscape. All of these decisions will have significant implications for the organizational design of Key State.

To better understand the challenges involved in a successful health insurance company to cope with a rapidly changing and unpredictable environment; to formulate a new strategy and a new organizational design to accomplish this adaptation.

Zoe Greenwood, vice president at Foundation Investment Advisors, was glancing through the offering memorandum for a new commercial mortgage-backed securities (CMBS) deal on April 1, 2010, a time when the opportunities for commercial mortgage investors had been bleak to the point of comical. This new CMBS deal represented the first opportunity to buy CMBS backed by loans to multiple borrowers since credit markets had shut the securitization pipeline in June 2008.

The offering gave Greenwood a new investment opportunity to suggest to her firm's latest client. She had planned to recommend an expansion in her client's traditional commercial mortgage business, but these new bonds looked intriguing. Could the new CMBS offer her client a superior risk-return tradeoff compared with making individual mortgage loans?

After students have analyzed the case they will be able to:

• –Learn how to construct promised cash flows from both commercial mortgages and commercial mortgage-backed securities

• –Understand the benefits and costs of direct lending versus indirect lending (purchase of mortgage-backed bonds)

• –Underwrite commercial mortgage loans issued by others to identify potentially hidden risks

• –Evaluate at what price a mortgage-bond investment makes financial sense

–Learn how to construct promised cash flows from both commercial mortgages and commercial mortgage-backed securities

–Understand the benefits and costs of direct lending versus indirect lending (purchase of mortgage-backed bonds)

–Underwrite commercial mortgage loans issued by others to identify potentially hidden risks

–Evaluate at what price a mortgage-bond investment makes financial sense

IFCI Limited-a non-banking financial corporation in India was struggling with issues of negative Capital Adequacy Ratio and high non-performing assets till 2007. The company had not done any business for a decade until 2007. July, 2007 was the time when Atul Rai joined the company as the CEO. This case revolves around the various strategic initiatives taken by Rai and his team to help the firm turnaround. The main focus of the case is on the implementation of some of the key strategic decisions. The case gives opportunity to review IFCI's strategy and make recommendations for future expansion.

In 2011, Sherry Hunt was a vice president and chief underwriter at CitiMortgage headquarters in the United States. For years she had been witnessing fraud, as the company bought billions of dollars in mortgage loans from external lenders that did not meet Citi credit policy and sold them to government-sponsored enterprises (GSEs). This resulted in Citi selling to GSEs such as Fannie Mae and Freddie Mac pools of loans that were considerably defective and thus likely to default. Citi had also approved hundreds of millions of dollars' worth of defective mortgage files for U.S. Federal Housing Administration insurance. After reporting the mortgage defects in regular reports, notifying and working closely with her direct supervisor (who was subsequently asked to leave Citi after alerting the chairman of the board to these issues) to stop the purchase of defective loans, leaving anonymous tips on the FBI's and the Department of Housing and Urban Development's websites, and receiving threats from two of her superiors who demanded that she change the results of her quality control unit's reports, the shy and conflict-avoidant Hunt had to decide who she should tell about the fraud, and how.

The case gives students the opportunity to recommend how Hunt should proceed based on their analysis of the stakeholders involved. To aid instructors, the case includes Kellogg-produced videos of Hunt—the only on-camera interviews she has ever given—explaining what happened after she reported the fraud to Citi HR and, later, the U.S. Department of Justice. Within the case, students are also briefly exposed to legislation and bodies pertinent to whistle-blowing in the United States, including the Dodd-Frank Act, the Sarbanes-Oxley Act, and the SEC Office of the Whistleblower.

This case won the 2014 competition for Outstanding Case on Anti-Corruption, supported by the Principles for Responsible Management Education (PRME), an initiative of the UN Global Compact.

• Analyze stakeholders' motivations to prepare counter-arguments to the resistance one might encounter when reporting unethical behavior

• Write a script for who to tell, how, and why

• Discuss how incentive structures, management, and culture play roles in promoting or hindering ethical behavior in organizations

• Identify behaviors that help a whistle-blower be effective

• Gain experience resolving ethical dilemmas in which two values may conflict, such as professional duty and personal ethics

Analyze stakeholders' motivations to prepare counter-arguments to the resistance one might encounter when reporting unethical behavior

Write a script for who to tell, how, and why

Discuss how incentive structures, management, and culture play roles in promoting or hindering ethical behavior in organizations

Identify behaviors that help a whistle-blower be effective

Gain experience resolving ethical dilemmas in which two values may conflict, such as professional duty and personal ethics

New entrepreneurial businesses are one of the key drivers of innovation and economic development. However, one of their greatest obstacles is accessing capital, especially since they are often initially unprofitable and lack tangible assets in the first few years of operation. Since debt financing from banks can be difficult for them to obtain, their capacity for growth can be limited. This case introduces students to Kabbage, a company that reduced the barriers associated with start-up and microbusiness lending by using a fully automated, data-driven platform. Kabbage made instant decisions on whether these businesses should qualify for a line of credit by reviewing its clients’ electronic data, analyzed quickly and accurately using specific algorithms.

Given the applied nature of the case, the data were gleaned from a wide range of secondary sources, specifically popular business press which was verified for authenticity.

This case can be used in a variety of undergraduate courses. Some course examples include small business management, introduction to entrepreneurship or entrepreneurial finance.

Urban Affordable Housing (UAH) Inc. was a real estate asset management syndication firm that sponsored affordable housing to low-income families and seniors across the USA. The case examines the firm’s management of an internal information technology (IT) change initiative. The case follows the firm’s recently hired IT manager, Anthony Bryant, as he works to change a culture while acquiring resources and acceptance for the project he was hired to oversee. Bryant deals with numerous changing priorities, inadequate sponsorship, resistance from various levels, and a dearth of resources as he struggles to get the organization to complete an overdue database conversion.

This case is based upon the firsthand experiences of the lead author over a seven-year period while working at UAH. Measures have been taken to disguise the firm’s identity, including using a pseudonym, fictitious names for firm employees, a fictitious location, and the alteration of key dates. Key elements of the case have been constructed around semi-structured interviews and the review of archival documentation. Most quotes are verbatim in an attempt to preserve their authenticity, and were drawn from the semi-structured interviews and from historical accounts of actual occurrences and conversations.

The UAH case is multi-faceted, as it can be used in a number of environments amid a business school curriculum. A primary use is likely in a course revolving around organizational change and development. It might also be featured as part of the organizational change component in a course on organizational behavior, used to illustrate and analyze organizational culture and change leadership. Furthermore, the case could be used for change-related topics in management information systems or project management courses. The authors suggest the case be assigned at the graduate level, though it could also be suitable for an advanced undergraduate class.

Critical knowledge for successfully analyzing this case includes the following concepts: the change process (Lewin, 1951); leading change (Kotter, 1996); resistance to change (Kegan and Lahey, 2001); and communicating change (Armenakis and Harris, 2002).

International business, Accounting and Finance.

Undergraduate and Postgraduate levels (advanced financial accounting, international accounting, other accounting and business courses with an international setting.

The case uses the Asia Pulp & Paper Company’s (APP) entry into the international debt market to highlight the consequences of different business practices between the East (in this case, Indonesia) and the West. On the one hand, it shows that APP was set up as the “front” to access international debt capital; on the other, it reveals the naïvety of Western lenders who parted with their funds without conducting a thorough background research on the financial viability of the company they invested in. The APP debacle is a poignant reminder for market participants and business/accounting students that the divergence of the business settings across countries can make business contractual arrangements tenuous and corporate financial information irrelevant to its users. It also exposes the unique ways of how some Asian countries conduct their business affairs.

The following are the expected learning outcomes: comprehend the impact of differences in culture and ethnic origin on business practices; evaluate the impact of cultural nuances on the legality of contracts in the international business setting; understand the impact of currency fluctuation on the financial position of multinational firms; and be more cautious in conducting business and entering into contracts with foreign firms.

Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CCS 1: Accounting and Finance.

This case features Stripe, a startup that enables merchants to accept payments from customers on the web, on mobile devices, and at the point of sale (POS). Stripe was launched in 2011 by the Collison brothers and quickly gained traction with e-commerce startups, particularly software and platform developers who needed help building their payment processing infrastructures. Stripe incurred high fixed costs in developing its platform and had low margins per transaction, so the company needed to reach high processing volumes (i.e., scale) to survive. This was challenging, as Stripe competed with large payment processors and traditional banks that had high processing volumes and were able to offer merchants significantly lower rates than Stripe. Still, merchants valued Stripe#x0027;s solution because it was simple and versatile. Students assume the role of the Collisons to think about possible strategies Stripe could pursue to process higher volumes of transactions. Students are challenged to think about the potential response of the incumbents to Stripe's different growth alternatives. The teaching note presents the Value Net framework and discusses the importance of considering complementors and their effect on a firm's strategy. Finally, a discussion about Stripe's potential entry into the Indian market allows students to apply the concepts they learned in the discussion of a new market.