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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 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.

Teaching notes are available for educators only.

CSS 11: Strategy.

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.

We obtained information on China Gerui from secondary published sources, including annual reports downloaded from the Securities and Exchange Commission’s (SEC) EDGAR database, news sites and newspapers, the company’s website and journal articles. One of the authors visited the China Gerui plant in Henan, China.

China Gerui, a Chinese metal fabrication company, enjoyed exponential growth because of its location, product innovation and ability to move up the value chain. At the height of its success, the company listed on the Nasdaq and had plans to raise capital to fund ambitious expansion plans. Unfortunately, four years after listing on Nasdaq, the company received a letter from the listing qualifications department notifying China Gerui that they were not in compliance with Nasdaq’s filing requirements because it had not filed its Form 20-F. Now, the company had only five days to decide whether to request an appeal of the letter.

This case is best suited for higher-level undergraduate accounting and finance courses such as intermediate accounting, auditing, international accounting, financial statement analysis, corporate finance and investments analysis. It is especially appropriate for graduate-level global accounting and advanced financial statement analysis courses. In these courses, the best placement is after coverage of SEC regulations and requirements for financial statement reporting and disclosure. Moreover, the case may be used as a tool to demonstrate the step-by-step process for searching and retrieving information from a public company’s filings through the SEC’s EDGAR database.

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

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 is designed for use in JD/MBA programs or in contexts where mutual understanding of legal and financial issues is required. The case focuses on an entrepreneur in the security-software industry who is attempting to raise a first round of financing in October 2000. The firm was unsuccessful in attracting funding from venture capitalists and has relied on a small seed round and bridge loan from angel investors. The angels have now proposed investing $1.4 million in Series A convertible preferred stock. The entrepreneur must decide whether to accept the angel investors' proposal or revisit the issue of seeking venture capital. The case incorporates the Stockholder Agreement for the proposed Series A round, the capitalization of the company after the seed round, and five years of cash-flow projections for the firm. The case can be used in a law-school setting as a contract-drafting exercise and as an introduction to valuation. In a business-school setting, the case can help students understand the complex contract terms associated with a “plain-vanilla” form of venture capital. Valuation can be taught at an introductory level, or it can be made more complex if students are asked to incorporate “what-if” contract conditions into their analysis.

Data for the case came from public sources, including legal proceedings, court filings and Securities and Exchange Commission filings. The authors perused hundreds of court documents and identified 28 that were most relevant to this case. The authors also used press interviews with the women highlighted in the case. The authors have no relationship with the company and no one from the company has reviewed the information presented in this case. As the case is drawn from sworn legal testimonies, interviews and related documents in the public domain, the authors did not have to seek approval for publication.

Pinterest touted itself as “the nicest place on the Internet.” It had an almost 80% female user base and purported to have an inclusive culture that embraced diversity. However, in June 2020, in the wake of the Black Lives Matter protests, two former female employees of color violated their non-disclosure agreements (NDAs) to publicly accuse Pinterest of racial and gender discrimination. In August 2020, Pinterest’s former Chief Operating Officer, Francoise Brougher, filed a lawsuit charging the company with gender discrimination, retaliation and wrongful termination, and authored a public blog post titled, The Pinterest Paradox: Cupcakes and Toxicity, detailing her own experience with the company’s discriminatory culture. Three days later 236 of Pinterest’s 2,545 employees staged a virtual walkout and 445 employees signed a petition in an attempt to change Pinterest’s policies and culture. The case provides a brief overview of Pinterest, including its mission, values and organizational culture, and details several incidents and complaints by female and minority employees. The case questions whether employee complaints are a relatively narrow issue involving disgruntled former employees who did not fit at the organization or a much broader issue involving discrimination and managerial neglect in creating and maintaining a nondiscriminatory, inclusive culture. Students are encouraged to evaluate the situation in which Co-Founder, Board Chair and Chief Executive Officer, Ben Silbermann finds himself, evaluate the actions taken and decide if Silbermann should take any additional actions to address the discrimination claims and ensure a positive culture for all employees.

This case is appropriate for graduate and advanced undergraduate level courses in organizational behavior, human resource management and business law or any course where discrimination and workplace culture are discussed.

Roger Cagle, the co-founder and deputy CEO of SOCO International, watched the dreary London rain outside his office window one February morning in 2015. Never had SOCO, the oil-and-gas exploration and production player that ranked among Britain’s top 200 companies, experienced such a public backlash against its operations. For nearly 20 years, Cagle had helped steer his company’s projects around the world—often in volatile regions where others feared to tread, such as Vietnam, Russia, and Yemen—while delivering significant returns to investors. But the international uproar surrounding SOCO during the past year had been nothing short of mind-boggling.

Family members knew something was very wrong when Adolf Merckle, who had guided the family holding company, VEM Vermogensverwaltung GmbH, through dozens of successful investments, left the house one afternoon in January 2009 and failed to return. That night their fears were confirmed when a German railway worker located Merckle's body near a commuter train line near his hometown of Blaubeuren, about a hundred miles west of Munich. It was no secret that the recent financial crisis had taken a toll on Merckle's investments. He was known in Germany as a savvy investor, but had lost hundreds of millions of Euros after being caught on the wrong side of a short squeeze of epic proportions involving Volkswagen stock. This was not the only large bet against that company's stock. A number of hedge funds, including Greenlight Capital, SAC Capital, Glenview Capital, Tiger Asia, and Perry Capital, lost billions of Euros in a few hours based on their large short positions in Volkswagen's stock following the news on October 26, 2008, that Porsche AG had obtained a large long synthetic position in Volkswagen stock through cash-settled options. In the next two days, this short squeeze produced a fivefold increase in Volkswagen's share price, as demand for shares from hedge funds exceeded the supply of borrowable shares.

This case focuses on the massive equity derivative positions entered into by Porsche in relation to Volkswagen stock and by TCI and 3G in relation to CSX stock. Students will learn how equity exposure can be created without buying stock and without prior disclosure. The role of regulators, courts, and investment banks that facilitate these transactions is also explored.