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The theoretical basis for the case is information asymmetry and signaling theory, with buybacks providing a mechanism for reducing information asymmetry between management and investors. The controversy surrounding buybacks has led to political and regulatory scrutiny, which, consistent with evidence from academic research, may affect corporate behavior.

The compact case is based on secondary, public information about stock buybacks. All sources used are cited in-text, with full citations included in the references section at the end of the teaching note.

Stock buybacks, a means of providing returns to shareholders, have recently received increased scrutiny by politicians, media and shareholder activists. Proponents have argued that buybacks result in efficient allocation of capital by returning funds to shareholders, whereas opponents have criticized buybacks for enriching executives, providing tax advantages to shareholders and contributing to income inequality. Corporations did not curtail their use of buybacks after the Inflation Reduction Act of 2022 imposed an excise tax. The case frames the buyback debate in current events and focuses on the buyback activity of Apple. The case provides students the opportunity to analyze alternative ways that companies can provide returns to shareholders, evaluate impacts of buybacks on corporate stakeholders and appraise the reasons for, and implications of, current controversy regarding buybacks.

This compact case is appropriate for upper-level undergraduate or graduate courses in financial accounting, tax and finance. This case provides an opportunity to analyze and evaluate stock buyback decisions in the context of the current controversy related to buybacks.

After working through and discussing this case, learners should be able to:1. evaluate the financial condition of Ellerine Holdings Limited (EHL) at the time of the merger proposal and use it to make inferences about the company’s ability, at that time, to function effectively as a going concern;2. identify the conditions within EHL and in the operating environment that may have made it necessary for EHL to seek to change its business strategy;3. determine whether the acquisition price offered to EHL by African Bank Investments Limited (ABIL) was fair; and4. compute the value accretion/loss expected to be realised by the existing shareholders of ABIL and EHL under the merger proposal.

This case situates the directors of Ellerine Holdings, a furniture retail company that merged with African Bank Limited in 2007, reflecting on the events that led up to both entities being placed into business rescue in 2014 and asking whether the merger was the cause of the demise. If they had chosen an alternative partner, would the results have been different?

Masters Level students – MBA or Masters in Finance.

For instructors.The following material has been provided with the teaching note for instructors:- Teaching Note.- Johannesburg Stock Exchange News System (SENS) extract of related original filing.For students.The following supplementary material has been provided to accompany the case:- Financial information on the two companies (Excel spreadsheet).- Johannesburg SENS extract of related original filing.

CSS 1: Accounting and Finance.

On completion of analysis of this case, students would be able to: appreciate the context of a typical delisting decision of a public company that is part of a large business group; analyze the complex nature of the relationships among the promoter shareholders, minority shareholders, government-controlled financial institutions, independent directors and executive directors in such a situation of transfer of value; and develop the best possible course of action for the promoters, independent directors and public shareholders, keeping into consideration the principles of corporate governance and the objective of shareholders’ wealth maximization.

The case presents an opportunity to examine the corporate restructuring and governance issues associated with the delisting attempt of India-based mining company Vedanta Ltd., by its London-based parent company, Vedanta Resources. The case focuses on the conflict of interests between the promoters of a business group and the public shareholders of a subsidiary, and the pivotal roles independent directors and proxy advisory firms play in supporting the public shareholders.

The case can be discussed in a graduate-level corporate strategy course that deals with restructuring and governance issues in companies, especially large group companies. It can also be discussed in a course of corporate governance where students have the opportunity to understand the potential conflict between promoters and other shareholders, and the moderating roles the independent directors and institutions may play in resolving such conflicts.

Teaching notes are available for educators only.

CSS 11: Strategy.

Entrepreneurship.

This case is suitable for MBA, EMBA and advanced undergraduate students.

Noah Wealth Management was founded by Ms Wang Jingbo, a lady in her mid 30s with a team of less than 20 members in 2005. Exploiting market opportunities offered by a lack of good wealth management products and services, Noah grew rapidly from one branch office in 2005 to 59 branch offices in 2011, reaching a staff size of 1,031. Noah listed its shares on the New York Stock Exchange in November 2010. In 2011, Noah was ranked No. 38 among the 100 Top Potential Enterprises in China. Nonetheless, Noah faced several problems of internal management during the course of its fast expansion. In the first quarter financial report of 2012, Noah suffered a 52.6 percent decrease in net income over the corresponding period in 2011. Faced with a rapidly declining share price, Noah announced on May 22, 2012 a US $30 million share repurchase program.

The case supports a basic lesson on the entrepreneurial cycle, including assessing a business opportunity, resource mobilization, identifying a business model, growth of the venture, listing on the stock market, and subsequent growth challenges. Students can learn about some of the typical dilemmas faced by founders of entrepreneurial ventures, including how to maintain the corporate culture while growing fast and how to prevent members of the founding team from becoming bottlenecks to the development of the organization. The case can also provide management students with an overview of China's wealth management industry.

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

Corporate governance; General management; Strategy

Post Graduate/MBA

Tata Group is a conglomerate having 29 listed companies with consolidated revenues of $103bn in FY2016. On October 24, 2016, Cyrus Mistry, chairman of the group has been replaced in an unceremonious way from this job, in a boardroom coup, without being given any opportunity to explain his case. This news arrived in the media between October 2016 and December 2016 and wide and public debates took place on the corporate governance practices of Tata Group. Mistry’s ouster was attributed to non-performance, unethical practices and non-compliance to Tata culture. This case presents the Tata Group performance before Mistry, at the ouster of Mistry, the major trouble points and the corporate governance activities that took place in this saga at Tata Group. The real losers in this battle were the investors who lost $12bn between October 2016 and December 2016. Many of Tata Group companies’ stocks plunged.

The students will learn corporate governance, know how a non-listed company control and govern listed entities, know the way performance of a chairman of a company has been evaluated and learn how ethical and cultural issues impact the performance of chairman of a listed company.

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: 11: Strategy

The learning outcomes of this study are as follows:1. Learn to analyze a hostile takeover bid from the perspectives of the acquirer, target firm’s management and a large institutional investor in the target firm.2. Review the structuring, financing, valuation, mode of consideration, legal and regulatory aspects of a hostile takeover.3. Understand the role of the target firm’s board in a hostile takeover transaction.4. Address “to sell or not to sell” dilemma of a large institutional investor in the target firm in the event of a tender offer given financial and non-financial considerations.

On June 14, 2019, Pulak Prasad, Founder and Chief Executive Officer (CEO) at Nalanda Capital, in consultation with other managing partners at Nalanda Capital, had to decide whether to tender a 10.6% equity holding in Mindtree Ltd. in an unsolicited open offer made by Larsen and Toubro (L&T) Ltd. Until then, Nalanda Capital, led by Prasad, had aligned with the Mindtree founders and had led a campaign to thwart L&T’s bid to acquire Mindtree; L&T’s offer to acquire 31% of Mindtree shares was because of open on June 17, 2019 and it is time for Prasad and the management team to take a reasoned call – whether to stay in Mindtree or to exit? Associated aspects included – What could be the consequences of not selling the stake? What could be L&T’s game plan? Could Mindtree continue to create wealth for its shareholders under L&T?

This case is appropriate for Mergers & Acquisitions and Strategic Financial Management courses in modules focused on structuring, financing and takeover defence techniques in a hostile takeover transaction. The case is appropriate for graduate MBA and EMBA programmes.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

The case presents a customer's experience during the purchase of a pair of shoes in an upmarket retail outlet of Bharat Footwear Limited (BFL), in Ahmedabad, wherein he was offered a discount coupon meant for shareholders, at a shared consideration of 60 (buyer) and 40 (agent). The customer needs to decide on the acceptance or otherwise of the deal. Adequate data is provided to discuss this central issue in a business context along with an estimate of the secondary market of discount coupons. The analysis of the case leads to a debate on whether the discount policy should be continued or otherwise. While several sharing arrangements for the discount amount are considered, the key to the situation is not such arrangements but a robust system in dispensing these coupons.

Plymouth Tube, a family business, was a manufacturer of precision tubing and extruded shapes for aerospace, desalination, medical, mining, energy, and water industries globally. Founded in 1924, as of 2012 it employed 770 people at thirteen plants in seven U.S. states and had sales of about $240 million. The family had twenty members across three generations, including spouses. The board was composed of eight members, three from the family and five who were independent. Stacy, age 30, was the only fifth-generation family member working for the company. Her father, Van, age 64 and a fourth-generation member, had been in the business for forty years and had succeeded his father as president, CEO, and chairman.

In early 2013, management presented a very large expansion project that was riskier than previous recent investments to the board, and requested the board's approval. Independent board members asked Van to obtain feedback from the family about the proposal. Van asked Stacy to direct the process for informing the family, asking for their input, and communicating it back to the board.

How should Stacy conduct the process? What should be done with the information once it has been gathered? Should family members be involved in this type of business decision? Based on the information given in the case, is this a good investment?

The case presents a lot of information, directly and via references and Web-based links, about the economic consequences of the virus. Several themes are evident: As an opening theory-base, the decades-long stakeholder versus shareholder debate is invoked – but does this extend beyond “stakeholders” to the “public good”? There are contexts (generally wars) in which governments are empowered to instruct private companies to engage in the public good – but how far should/must they voluntarily go? The underlying macro-economic issue is: where will we get the capital? Central banks have not recovered from the 2008 global financial crisis and have limited “ammunition” to address the anticipated economic problems introduced by the virus. The case presents data on selected financial metrics (interest rates, debt levels, risk pricing, etc.) and outlines the conventional stimulatory steps used: lowering short-term rates (monetary policy) and investment in assets (fiscal policy) and the less-conventional Quantitative Easing “QE”.

The coronavirus appears to herald a devastating blow to lives and to the world economy – its impact is yet unknown, but likely to be comparable to war and pestilence of biblical proportion. This case focuses on the possible economic trajectories as a consequence of the virus, with emphasis on bailing-out (restructuring) struggling companies and restoring jobs. Within the framework of a world desperately in need of capital, it raises questions about accountability and responsibility. Should retrenched workers in restaurants, banks and airlines feel the consequences of their poor career choices? Must shareholders (read pensioners) shoulder losses to support the public good? Ought governments bail-out whole industries – using tax-payer money? Or do we allow central banks to conjure-up billions and hope for the best? The case does not attempt to provide answers to these questions but presents several vignettes and offers a context in which participants can debate the merits of these problems.

MBA and Exec-ed.

Teaching Notes are available for educators only.

CSS: 1 Accounting and Finance.

The Beringer Wine Estates Company has been expanding its market share in the premium segment of the wine industry in the 1990's. After operating as a wholly owned subsidiary of the giant Nestlé food company for almost a quarter of a century, the firm was sold in 1996 to new owners, in a leveraged buyout. For the next year and a half, management and the new owners restructured the firm and expanded through internal growth and strategic acquisitions. With a heavy debt load from the LBO, it seemed prudent for management to consider a significant rebalancing of its capital structure. By paying off a portion of its debt and enhancing the equity account, the firm would achieve greater financial flexibility which could enhance its growth rate and business options. Finally, a publicly held common stock would provide management with another “currency” to be used for enhancing its growth rate and overall corporate valuation. With the equity markets in turmoil, significant strategic decisions had to be made quickly. Should the IPO be completed, with the district possibility of a less than successful after market price performance and these implications for pursuing external growth initiatives? A variety of alternative courses of action and their implications for the financial health of the Beringer Company and the financial wealth of Beringer stockholders are integral components of this case.