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This case was developed with information gathered from publicly available secondary sources, including news articles, company annual reports, various organizational websites and social media posts. The authors pilot-tested the case in two undergraduate courses: Leadership and Labor-Management Relations.

In 2019, Abigail Disney, granddaughter of Roy Disney (co-founder of the entertainment giant The Walt Disney Company), gained considerable media attention when she publicly criticized the high compensation paid to the current Disney CEO, Robert Iger. In fact, Iger had one of the largest ratios of CEO-to-average worker pay in corporate America. Abigail Disney called for the company to reduce Iger’s compensation and to increase pay for the average Disney worker to address the perceived pay inequity.

This case is primarily written for the undergraduate level. The topics would be appropriate for Human Resource Management, Labor Relations, Business Ethics, Leadership, and an upper level Compensation course. It is possible that the case could also be used in a Business Strategy or Economics course if supporting documents are provided.

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.

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 chairman and CEO of the Genzyme Corporation, one of the country's top five biotechnology firms, has received a phone call requesting a meeting with the cofounder and principal of a large activist investment fund that now has a 2.6% stake in his company. Before meeting with him, the CEO is aware that he needs a strategy for dealing with this “activist” investor with a track record of forcing out CEOs.

The case highlights a $1.4 billion fraud committed by the founder of a NYSE listed, Information Technology Services firm in India. In response to the crisis, the Indian government appointed an interim board to find a strategic investor in the company. The case traces the events leading to the fall of the company. Students are asked to analyze the governance and intermediation failures, assess the financial position of the company and to estimate the intrinsic value of the company from an acquirer's perspective.

In October, the CEO of JPMorgan Chase & Co., is preparing for the company's 2010 Q3 earnings conference call and wondering how to address the inevitable questions related to financial reform. It has been just over two months since the Dodd-Frank Financial Reform and Consumer Protection Act (Dodd-Frank Act) had been passed, and there was still much uncertainty as to how JPMorgan should address the reforms. JPMorgan had reported stronger than expected EPS in the third quarter, but analysts were more concerned about what strategic initiatives the CEO would implement in response to the Dodd-Frank Act. The act had introduced wide-ranging and industry-changing reforms that were aimed primarily at fully integrated financial institutions such as JPMorgan. While most of the rulemaking would be forthcoming from regulatory authorities, the CEO knew it would be best to address these issues immediately to protect shareholders by avoiding uncertainty.

Financial accounting to assess stewardship: the case requires students to evaluate Thompson’s stewardship of McDonald’s, in part based on the company’s financial accounting information. Financial reporting performs an important societal role by helping control agency problems that arise from the separation of ownership and management. Since external stakeholders cannot “observe directly the extent and quality of managerial effort on their behalf […] the manager may be tempted to shirk […] blaming any deterioration of firm performance on factors beyond his/her control” (Scott, 2014, p. 23). However, although financial reporting helps hold managers accountable to shareholders, accounting information is not fully informative about managerial effort. For example, while net income provides useful information regarding the CEO’s stewardship, it is also “noisy,” due to recognition lags and other factors (Scott, 2014, p. 364). Efforts undertaken by Thompson in a particular period, such as marketing expenditures, might reduce current earnings, yet boost future profitability. Additionally, Thompson’s predecessor’s past efforts might have positive or negative effects on current earnings. Evaluating stewardship effectively involves considerable judgment, in addition to knowledge of financial accounting. The implication of poor firm performance is that the CEO is ineffective at formulating and implementing strategies and policies to enhance firm value (Dikolli et al., 2014). Specifically, it appears that missing earnings benchmarks matter more for relatively inexperienced CEOs. Don Thompson’s tenure of 33 months at McDonalds is 42 percent lower than median CEO tenure documented in academic research, where the median tenure of chief executives documented in large sample empirical studies is about 57 months (Dikolli et al., 2014). The evidence suggests that the longer a CEO serves, the less likely he is to be dismissed for performance-related reasons. This appears to be the result of the resolution of uncertainty about CEO’s ability and leads to subsequent declines in the level of monitoring by the Board of Directors. Performance evaluation and bias: a significant body of research explores the extent to which female managers are assessed differently than their male counterparts (Powell and Butterfield, 2002). For example, female CEOs face more threats from activist investors than male CEOs. Therefore, even after women achieve the highest managerial rank, they experience more professional challenges than their male counterparts (Gupta et al., 2018). However, the question of whether black CEOs are assessed differently is more challenging to answer empirically as a result of a smaller sample size (only one percent of S&P 500 companies are run by black CEOs). Our case attempts to develop the inference that if female CEOs are subject to bias, analogous forces are likely at work when black CEOs are assessed. Recent evidence further suggests that business students sometimes demonstrate bias in making assessments (Mengel et al., 2018). The authors discuss these findings – as well as strategies for including them in the case discussion – in the “Teaching Strategy” section herein below.

The case was written from the public record surrounding the appointment of Don Thompson and McDonald’s company filings. The record includes articles from The New York Times and The Wall Street Journal, as well as local and industry publications.

The case examines the role of financial accounting in evaluating CEO performance in the context of the appointment of McDonald’s first African-American chief executive and his subsequent two-and-a-half years on the job. The case deepens students’ understanding of the link between financial reporting and stewardship, while highlighting the subjectivity inherent in assessing managerial performance, particularly over relatively short time periods. As students analyze the case, they must consider the extent to which a firm’s results are attributable to luck vs skill. We use “skill” to refer to CEO effort and other controllable factors, while “luck” refers to exogenous factors, such as macroeconomic conditions. Assessing stewardship is of practical significance. It allows pay to be better aligned with performance and empowers stakeholders to identify when a change of leadership may be warranted. The case may also be used to spur reflection, in an applied context, on the importance of being alert to unconscious bias, even when evaluating seemingly objective financial reporting data. Recent research, discussed herein, suggests that business students sometimes exhibit bias when making assessments.

The case should be included in discussions of corporate governance, executive compensation and the role of accounting information in efficient contracting. It is appropriate in intermediate financial accounting courses for undergraduates, introductory graduate accounting courses, or other courses with an element of financial statement analysis. Standard introductory accounting textbooks offer helpful supplementary reading for students. Horngren et al.’s (2014) book, Introduction to Financial Accounting (12th ed.), Pearson, London, provides an overview of the income statement and its role in assessing performance (see Chapter 2) as well as a useful discussion on evaluating the components and trends of a business (see Chapter 12). More advanced students may benefit from the in-depth discussion of earnings quality, operating income and non-operating income found in Chapter 4 of Intermediate Accounting (9th ed.), McGraw Hill Education, New York by Spiceland et al. (2018).

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

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.