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In any company, there are conflicts of interest and different opinions on the business strategy. However, a well-established system of corporate governance allows us to minimise those conflicts and enables most disagreements to be solved in a civilised way. The case provides an opportunity to examine the specifics of corporate conflicts in Russia and improves decision-making skills with a view to increase business efficiency.

This descriptive case was written using the secondary sources from the Russian and foreign media, as well as other publicly available information about Norilsk Nickel. No information was disguised in any way.

This case study is a story of a dramatic corporate conflict at the Russian company Norilsk Nickel, one of the world’s leading producers of precious metals. In 2008–2012, the company went through a painful conflict between the majority shareholders (oligarchs Mr Potanin and Mr Deripaska) for the control over the business. The case of Norilsk Nickel was indeed a crucial case for Russia which helped define the “rules of the game”. In 2019, however, the situation looked prone to the escalation of the old conflict. The fact that from 2018 both oligarchs were under the US sanctions added further tensions.

This case is most appropriate for courses in corporate governance, business ethics and doing business in Russia at the undergraduate or graduate level. There is a sufficient number of extenuating circumstances to make for a good discussion of strategic and tactical factors in this type of a corporate governance decision analysis. The complexity of the case is a perfect illustration of the Russian business environment: it is never easy in the Russian business environment to figure out what is important and what is not.

This case may be taught singly or used as a merger-negotiation exercise with “Chrysler Corporation: Negotiations between Daimler and Chrysler” (UVA-F-1240). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case may be taught singly or used as a merger-negotiation exercise with “Daimler-Benz A. G.: Negotiations between Daimler and Chrysler” (UVA-F-1241). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

The case opens with Martha Stewart's 2005 release from prison following her conviction for obstructing an insider-trading investigation of her 2001 sale of personal stock. The scandal dealt a crippling blow to the powerful Martha Stewart brand and drove results at her namesake company, Martha Stewart Living Omnimedia (MSO), deep into the red. But as owner of more than 90 percent of MSO's voting shares, Stewart continued to control the company throughout the scandal.

The company faced significant external challenges, including changing consumer preferences and mounting competition in all of its markets. Ad rates were under pressure as advertisers began fragmenting spending across multiple platforms, including the Internet and social media, where MSO was weak. New competitors were luring readers from MSO's flagship publication, Martha Stewart Living. And in its second biggest business, merchandising, retailing juggernauts such as Walmart and Target were crushing MSO's most important sales channel, Kmart. Internal challenges loomed even larger, with numerous failures of governance while the company attempted a turnaround.

This case can be used to teach either corporate governance or turnarounds.

Students will learn:

• How control of shareholder voting rights by a founding executive can undermine corporate governance

• The importance of independent directors and board committees

• How company bylaws affect corporate governance

• How to recognize and respond to early signs of stagnation

• How to avoid management actions that can make a crisis worse

• How weaknesses in executive leadership can push a company into crisis and foster a culture that actively prevents strategic revitalization

How control of shareholder voting rights by a founding executive can undermine corporate governance

The importance of independent directors and board committees

How company bylaws affect corporate governance

How to recognize and respond to early signs of stagnation

How to avoid management actions that can make a crisis worse

How weaknesses in executive leadership can push a company into crisis and foster a culture that actively prevents strategic revitalization

In May 1999, the CEO of this company (the largest brewer in Brazil) is contemplating a bid for Antarctica, the second-largest brewer in Brazil. The primary motives are to exploit economies of scale and other synergies and to prevent other competitors (mainly foreign multinationals) from acquiring the firm. The tasks for the student are to value the target and buyer, propose an exchange ratio of shares, and generally design the terms of the transaction.

This is an illustrative case analyzing shareholder and accounting outcomes and legal issues resulting from a merger of two major publicly traded companies. In today's business world, the “urge to merge” is tempered by heightened shareholder activism. In response to this activism, boards must proceed with care when negotiating mergers. Challenges to mergers that appear to be in the shareholders' best interest occur often. As is the case here, shareholders and their well funded legal representatives, seek damages for alleged bad decisions. Conoco Oil and Phillips Petroleum announced their intention to merge in November 2001. At that time the cost of gasoline spiraled ever upward and large oil firms put heavy competitive pressure on smaller oil producer/refiners. The merger described as a “merger of equals”, intimated that neither Conoco nor Phillips shareholders would receive a financial advantage (or disadvantage) over other merging shareholders following the completion of the merger. Immediately following the announcement, Michael Iorio, a Conoco shareholder, filed a lawsuit, claiming damages to Conoco shareholders from the merger of the two firms.

After completion of the case study, the students would be able to comprehend the crisis at hand for Milkbasket, why did it resist Reliance’s takeover in the first place, then to evaluate the pros-cons and future prospects for the organization post-acquisition; to evaluate from an ethical standpoint the process of mergers and acquisitions using ethical frameworks to understand how, when, to whom and through what processes do mergers and acquisitions qualify the test of being ethical; and to analyse different hostile takeovers, especially through tender offers, proxy contests and toehold bidding strategy in this case.

Founded in 2015, Milkbasket was a micro-delivery start-up based in Gurugram (near New Delhi), India. Milkbasket would let its subscribers order till midnight and deliver groceries, milk and other everyday essentials to its subscribers before 7 a.m. next day. It had burnt a lot of cash and was facing difficulty in getting investors; as such they were engaged in discussions with many companies. Two of them – Reliance Retail Venture Limited and BigBasket – were not accepting the proposed valuation, but Milkbasket got term sheets from other two companies.

This case study can be used for graduate courses on strategic management, business ethics and corporate governance. This case study can also be used in corporate finance course to highlight the importance of making ethical/responsible judgements to protect stakeholder interests.

Teaching notes are available for educators only.

CSS 3: Entrepreneurship.

In 2015, Toyota proposed to issue a separate class of shares to attract long term individual Japanese shareholders aligned with the company's long-term R&D programmes. The distinguishing feature of these shares was the exit option with no loss of capital. The proposal was not received well by US based institutional shareholders of the company and proxy. A major proxy adviser recommended voting against the proposal. The case provides an opportunity to discuss security design issues and their implications for corporate governance.

Shows how a regional family company threatened by national competition must make changes to its structure and way of doing business or face extinction or sale.

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.