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On March 7, 2013, ThyssenKrupp Group CEO Heinrich Hiesinger was shocked to receive a resignation letter from Gerhard Cromme, chairman of the company's supervisory board.

Hiesinger had been CEO since 2010. Early in his tenure, ThyssenKrupp incurred massive losses from disastrous steel investments and faced allegations of colluding with other companies to fix prices in its railway steel operations. As a result, Hiesinger had been forced to dismiss three executive board members, one for violating company policy. After a supervisory board member also was dismissed for violating company policy, the company's offices were raided in an investigation of price-fixing in steel contracts to the automotive industry.

Cromme had been sharply criticized by shareholders and analysts as an impediment to the cultural, strategic, and governance changes Hiesinger was trying to make to address the scandals at ThyssenKrupp, but for months he defiantly had resisted calls for his removal. With no warning, he resigned without naming a successor or creating a plan to select one.

Now that he no longer needed to deal with the distractions created by Cromme's presence, Hiesinger was free to finalize a plan to address the defects in ThyssenKrupp's governance.

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.

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

CSS 7: Management science.

This case describes a community-based healthcare clinic and the issues facing the management and board of directors. The issues raised are common problems faced by all types of nonprofit organizations: insufficient fundraising and marketing policies to guide board decision making, confusion over staff and board roles in decision making, poorly thought-out bylaws that contribute to the confusion over board and staff roles, the challenge of harnessing the diverse backgrounds and opinions of a community-based board of directors, and lack of sound financial planning.

The Whitney Clinic case identifies common pitfalls in board governance and includes a roleplay to help students understand the difficulties inherent in implementing the basics of good governance.

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.

This case examines the merger of two nonprofit organizations from the point of view of the board of directors and senior staff leaders.

The case is designed to teach students about the complex issues in nonprofit mergers and to stimulate thinking about the role of the board of directors in mergers.

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 January 2012, the Jane Addams Hull House Association—one of Chicago's largest and oldest social service agencies and arguably its most iconic—announced that it might have to close in the spring due to financial difficulties. Just days later, the 122-year-old organization stunned the philanthropic world when it laid off its employees without notice, declared its intention to liquidate in a Chapter 7 bankruptcy, and shut its doors forever. In the weeks that followed, more and more people began to ask: What had happened to the board? Had bankruptcy really been inevitable? This case chronicles the organization's final decade and enables students to step into the shoes of the chairman of the board, Steve Saunders, as he led the board through its last two years. Students will examine the roles and responsibilities of effective boards and determine how internal and external factors contributed to Hull House's demise.

After reading and analyzing the case, students will be able to:

• Describe the roles and responsibilities of nonprofit boards

• Determine when the board is not performing its job and what the implications are for the organization

• Evaluate ways in which the board might change in order to do a better job

• Diagnose when external environmental factors threaten the security of a nonprofit and how the board itself might diagnose and work with such threats

Describe the roles and responsibilities of nonprofit boards

Determine when the board is not performing its job and what the implications are for the organization

Evaluate ways in which the board might change in order to do a better job

Diagnose when external environmental factors threaten the security of a nonprofit and how the board itself might diagnose and work with such threats

In writing this case, the research team used secondary resources such as academic journals, trade magazines and websites to inform and verify the information.

January 7, 2021, was not a good day for Goya Foods CEO Robert Bob Unanue, who has been at the helm of Goya since 2004. On that day, the nine-member board of directors of Goya censured Unanue for publicly questioning the legitimacy of the 2021 United States Presidential election. A day before, on January 6, a mob “trapped lawmakers and vandalized the home of Congress in the worst desecration of the complex since British forces burned it in 1814” (Hockstein, 2021).

Unanue was considered a follower of former president Trump and has expressed that “the country was […] blessed to have a leader like President Trump, who is a builder” (Hawkins, 2020). In January 2021, Unanue appeared on Fox News and said a “ war was coming,” as Joe Biden’s election was “unverified.” These, among other words, motivated the censured by the board of Goya Foods, Inc. (Santana and Isidore, 2021).

Students are asked the following questions for discussion: Did the board of directors of Goya Foods carry its role too far by openly censuring Unanue? Did Unanue go too far by openly expressing subjective opinions and thus influencing how people view the election results? Should he have remained as CEO of Goya Foods after his words on Joe Biden’s election?

One of the authors has taught the case in the Strategic Management course for MBA students. In addition, graduate students of corporate governance, business ethics, social responsibility and leadership, among other classes, will be the target segments for the case.

1. Recognize the effects on brand image and sales when CEOs participate in political arenas and publicly discuss social issues.

2. Understand the dynamics behind ethnic family businesses, such as their governance and conflict resolution approach.

3. Assess the value of the corporate board’s management of corporations.

CCS11: Strategy

This case investigation used firsthand statements, reports, testimony and regulatory records. While widely publicized in the popular press, this case is based on primary documents. On their website, many documents were obtained from Wells Fargo’s Corporate newsroom, such as the internal audit report shared with shareholders and press releases. Most other sources were from US regulatory websites (.gov) or congressional testimony. In a few places, quotes and comments came from reliable journalistic sites that cite their sources and follow a journalist’s code of ethics and conduct, ensuring that the reported remarks and data were verified.

Since 2016, Wells Fargo Bank has faced multiple customer mistreatment investigations and resultant fines. Public outcry and distrust resulted from Wells Fargo employees creating hidden accounts and enrolling people in bank services without their knowledge to meet desired levels of sustained shareholder growth. Over the past five years, Wells Fargo has been fined and returned to customers and stockholders over $3bn. Wells Fargo executives spent the first year of the scandal citing improper behavior by employees. Leadership did not take responsibility for setting the organizational goals, which led to employee misbehavior. Even after admitting some culpability in creating the extreme sales culture, executives and the Board of Directors tried to distance themselves from blame for the unethical behavior. They cited the organizations’ decentralized structure as a reason the board was not quicker in seeing and correcting the negative behaviors of these ‘bad apple’ employees. Wells Fargo faced multiple concurrent scandals, such as upselling services to retirees, inappropriately repossessing service members’ vehicles, adding insurance and extra fees to mortgages and other accounts and engaging in securities fraud. As time has passed, the early versions of a handful of “bad apples” seem to be only a part of the overall “poison tree.”The dilemma, in this case, is who is responsible for the misbehavior and the inappropriate sales of products and services (often without the customer’s knowledge)? Is strategic growth year-over-year with no allowances for environmental and economic factors a realistic and reasonable goal for corporations? This case is appropriate for undergraduates and graduate students in finance, human resources, management, accounting and investments.

An active case-based learning pedagogical approach is suggested. The materials include a short podcast, video and other materials to allow the faculty to assign pre-class work or to use in the classroom before a case discussion.

This case series describes the startup of Farm to School of Park County, an emerging nonprofit organization in the US state of Montana. Case (A) describes the community, the need, and the origins of Farm to School in Livingston, Montana. The leaders of Farm to School face a budget crisis and need to evaluate four options to decide whether, when, and how it should become an independent organization. As Case (B) begins, Farm to School has decided to enter into a fiscal sponsorship agreement with the local community foundation. The next task for the organization's leaders is recruiting founding board members. They need to decide whom to ask and how to do it. In Case (C), the board develops a strategic plan and establishes committees. However, the board members and leaders start to feel fatigue in the face of the demands of a startup organization, leading to questions about what is truly strategic and how work will get done. The Farm to School organization in Case (D) has just issued its first annual report, filled with meaningful accomplishments. The leaders of the organization begin to plan to build an organization that will outlast them and the founding board members.