個案總覽

This note summarizes key legal and tax issues that founders should consider as they contemplate an equity split and ownership structure. Specific issues covered include: why founders should not delay splitting the equity, and whether they should involve an attorney or accountant when they do; the importance of considering intellectual property (IP) issues when splitting the equity and the need to do so consistent with Section 351 of the Internal Revenue Code; and the need to make timely and valid Section 83(b) elections if the founders adopt vesting as part of the equity split.

The CEO of a promising biotech company must decide how to respond to the macro-economic slump of late 2008. He had planned to pursue an aggressive schedule moving the firm's Alzheimer's and Parkinson's disease imaging compounds through clinical trials and into the market. This involved expanding the firm's facilities and headcount and he planned to fund this by taking venture debt. Although clinical trial data is extremely encouraging, questions about raising his next venture round and the overall environment has made him question the wisdom of this plan. This case provides students an opportunity to explore the true cost of venture debt and when it is best used to achieve the goals of all parties--venture capitalists, entrepreneurs, and venture lenders.

Jack Johnson, owner of Johnson Beverage, has just received notice that one of his largest and most loyal customers may want to negotiate a lower price for its product purchases. Information compiled by Johnson's accountant, where customer service costs are allocated to customers as a percentage of revenue, suggests that profit margin on the customer is too low to withstand a price decrease. Students are asked to design an activity-based system for allocating customer service costs and to use it to estimate customer profitability for several customers. The revised costs reflect that the customer places low demands on customer service resources and is sufficiently profitable to permit Johnson Beverage to negotiate on price to preserve the business. Additional analysis identifies some unprofitable customers, previously thought to be profitable, that offer opportunities for strategic decisions that lead to profit improvement.

On April 8, 1787, James Madison wrote to Governor Edmund Randolph of Virginia: "My Dear Friend, I am glad to find that you are turning your thoughts towards the business of May next." Madison was referring to the Federal Convention scheduled to begin the next month in Philadelphia to revise the Articles of Confederation. Madison's project was for an entirely new form of government-although the upcoming gathering had made clear its aim of merely improving the existing government under the Articles of Confederation. This case explores the extraordinary leadership of James Madison who had few stereotypical qualities of a leader.

On May 30, 1787, the second day of the Convention held in the Pennsylvania State House, six states voted "aye" and one "nay" to the proposal to establish "a national Government ... consisting of a supreme Legislative, Executive and Judiciary." In that moment, delegates who had gathered merely to revise the Articles of Confederation agreed to abolish it. In that moment, James Madison earned the title of Father of the Constitution, although he had not even introduced the proposal.

Zia Yusuf, a Pakistani graduate of Harvard Business School in 1998, joined SAP, a high technology software company, in 2000 after working first at Goldman Sachs. Although Yusuf had no technical background nor ever worked in sales, marketing, or software development, he moved up rapidly at SAP, bringing a great deal of business value to the organization. This case explores Yusuf's success in navigating the organizational dynamics of a very complex and large organization, tracing his career path at SAP and before.

In recent years, greater competition and diminished profits, due to domestic and global oversupplies as well as higher development costs, have led the automobile industry to engage in domestic and international mergers and strategic collaboration. This case examines one of the largest mergers and acquisitions (M&As) in the Korean automobile market in recent years: the acquisition of Kia Motors (Kia) by Hyundai Motors (Hyundai). The case describes the background conditions of the acquisition, the integration processes after the acquisition, and the requisites for Kia Motors to normalize management within a short time. Hyundai, in acquiring Kia, enhanced its competitive power in both domestic and global markets, achieving economies of scale and scope and strengthening its global market basis. That said, Hyundai/Kia faced several pressing challenges, among them the cooperation of Renault and Samsung Motors, the unclear domestic treatment of Daewoo Motors, and M&As taking place among top motor companies worldwide. This case study asks students to analyze the process of post-acquisition restructuring and the resulting synergy effects, inviting them to think through the strategies by which Hyundai/Kia may thrive in the global automobile market. Further, it illustrates both the current state of the domestic Korean automobile industry and recent trends in the global automobile market.

Most companies around the world are family-controlled and/or closely held. The need to value these companies routinely arises in practice for a variety of reasons, e.g ., to buy out minority shareholders; for gift and estate tax purposes; to tie executive compensation to firm performance; to raise outside capital; or to sell the company outright. However, these companies present certain unique characteristics that can make standard valuation methods inappropriate for them.

Big Spaceship, a digital marketing agency, faced a rather big challenge: How to scale the distinctive culture that was essential to its competitive strategy? Renowned for the cutting-edge web sites that it developed to market major Hollywood movies and leading consumer brands, the firm had won numerous awards and garnered considerable attention within the advertising industry. In mid-2008, Big Spaceship remained small (it had fewer than 50 employees) but was poised for significant growth. For founder and CEO Michael Lebowitz, the central challenge was to figure out whether and how the agency could retain its boutique culture while transcending its boutique size. The case begins by briefly outlining Lebowitz's background, along with the history of Big Spaceship since its founding in 2000. Then the case shifts to a discussion of external dynamics: the firm's value proposition, which focused on providing start-to-finish, strategy-driven digital marketing solutions; its interaction with clients; and its relationship with established players in the advertising industry. Next, the case examines the firm's internal dynamics. Here, in addition to describing the culture of Big Spaceship, the case puts special emphasis on the firm's recent shift from a functional structure to a team-based structure. Finally, the case provides an overview of key issues that Lebowitz and his team must consider as they plan for the firm's growth--how to raise capital, how to gauge the optimal size for the company, how to manage an expanding staff. A major highlight of the case is the inclusion of more than a dozen graphically compelling exhibits, which help to illustrate the firm's value proposition, its innovation-oriented culture, and its evolving organizational design.

Mattel, an industry leader with a sterling reputation in corporate responsibility, was being pulled into a recall vortex that had seen affected a variety of products produced in and exported from China in 2007, including dog food, toothpaste, tires, and seafood. Mattel CEO Robert Eckert was faced with a crisis. By the time the dust settled, Mattel had recalled 19 million toys made in China. Mattel's stock price declined as they took a $40 million charge for recalls, and their costs increased because of added regulation in China and the United States. Customers threatened to boycott Mattel and all toys made in China. Bob Eckert had been called to testify before both U.S. House and Senate hearings on toy safety. Chinese government officials saw Mattel's recall public relations approach as blaming China's manufacturers for what was primarily a Mattel design problem. This unfavorable publicity drew attention from Chinese regulators, and resulted in Mattel making a highly publicized public apology to China and China's quality watchdog chief, Li Changjiang. When it looked like nothing could get worse for Mattel, Congress sent a letter to Mattel stating that Robert Eckert was not honoring the public commitment he had made to consumers during the initial recall incident. This tsunami of negative events left Mattel executives perplexed and reeling: How could a company so highly regarded as a toy industry model of corporate citizenship find itself mired in such a controversy? What next steps should they take to recover from the crisis? How should they protect their brand? What should they do to restore their reputation? Was this crisis a roadblock to achieving their vision of being the world's premier toy brand "tomorrow"?

Our annual survey of ideas and trends that will make an impact on business: Elizabeth Warren and Amelia Tyagi believe consumer credit should be made as safe as any other product. Paul Collier and Jean-Louis Warnholz reveal an increasingly investment-friendly climate in sub-Saharan Africa. Amy J.C. Cuddy asserts that warmth and competence are not mutually exclusive. John Sviokla predicts a surge of peer-to-peer lending in the wake of the financial crisis. Noah J. Goldstein explains the impact of social pressure on customers' behavior. Raymond Fisman urges the creation of a global forensic economics lab modeled on Interpol. Paul Saffo warns of a brain drain out of the U.S. Gurdeep Singh Pall and Rita Gunther McGrath contemplate the ramifications of immortalizing business meetings in searchable, high-quality digital video. Janine M. Benyus and Gunter A.M. Pauli illustrate the advantages of innovation copied from nature. Michael I. Norton observes that an investment of effort can lead to unduly glorifying its results. Peter Schwartz dispels the illusion that global temperatures are actually falling. Nicholas A. Christakis shows that personal influence wanes beyond three degrees of separation. Marcelo Suarez-Orozco sees the migrant millions as untapped brand emissaries to their relatives back home. Ian Bremmer and Juan Pujadas chart the growing influence of state capitalism in four industry sectors. Steve Jurvetson shares a fun way to stimulate the growth of new brain cells. Lew McCreary spotlights the interior designs of two adventurous architects who aim to counteract the degenerative effects of physical comfort. Tom Ilube explains the semantic web - a quiet revolution in technology that will radically change the internet. Alex Pentland weighs the benefits of combining two distinct kinds of social networking. Thomas H. Davenport and Bala Iyer look at the offshore outsourcing of decision making. R. Stanley Williams envisions a central nervous system for the earth.

Josh Lewis, a young staffer at Rising Entertainment, is frustrated because his boss, marketing chief Sarah Bennett, won't listen to his ideas about using new media to promote films. She's trapped in the 1990s, he thinks, when people actually watched network TV! Rushing through his assignment for a team presentation, he works up a plan and pitches it to the CEO in the hallway. The CEO loves it, but Sarah is upset with Josh for going over her head - and submitting subpar work on the presentation. How can these members of two different generations work together effectively? Three experts comment on this fictional case study in R0902B and R0902Z. Clashes between impatient Generation Y and pay-your-dues Generation X are inevitable but certainly manageable, says Ron Alsop, author of The Trophy Kids Grow Up. For starters, Sarah should reprimand Josh for bypassing her; he should respect her authority and work with her, not around her. But Sarah must address Josh's frustrations. Like many Gen Yers, he wants to know that his work is meaningful, and he needs constructive feedback on suggestions. Enterprise Rent-A-Car president Pamela Nicholson says that given the CEO's enthusiasm, Sarah should commend Josh's initiative but remind him to keep her in the loop. Sarah and Josh also might be able to forge a more productive relationship if Rising Entertainment set up training and feedback programs to help integrate Gen Yers into the workforce, as Enterprise has. Jim Miller, an executive VP at General Tool & Supply, thinks Josh put his team in jeopardy by doing his assigned tasks poorly. Sarah needs to coach him on being a team player and set clear expectations about performance and communication. However, she could have done a much better job of validating his good idea - perhaps by asking him to spearhead some experiments for the group.

Downturns offer a rare opportunity to outmaneuver rivals. But to do so, you must first systematically assess your organization's ability to weather the storm and take corrective action. David Rhodes and Daniel Stelter, of the Boston Consulting Group, offer a comprehensive approach to tackling this simultaneously defensive and offensive challenge. For some companies, the outcome of this process will be a program of immediate actions that represent a turbocharged version of business as usual. For others, it will be a painful realization that nothing short of an urgent corporate turnaround will suffice. To stabilize the business, companies must (1) protect their financial fundamentals by, for example, monitoring and maximizing cash flow, managing customer credit risk, reducing working capital, and optimizing their financial structure and financing options; (2) protect their existing business operations by reducing costs, increasing organizational efficiency, aggressively managing the top line, rethinking their product portfolio and pricing, reining in investment plans, and divesting noncore businesses; and (3) work to maximize their valuation relative to rivals by being proactive in their investor relations and favoring dividends over share buybacks. To seize advantage, companies must make farsighted investments, identify opportunistic and potentially transformative mergers, and consider possible redefinitions of their business models. This recession handbook will help companies not only to survive the recession but also to thrive in its aftermath.

Decision making lies at the heart of our personal and professional lives. Yet the daunting reality is that enormously important decisions made by intelligent, responsible people with the best information and intentions are nevertheless hopelessly flawed at times. In part, that's due to the way our brains work. Modern neuroscience teaches us that two hardwired processes in the brain - pattern recognition and emotional tagging - are critical to decision making. Both are normally reliable; indeed, they provide us with an evolutionary advantage. But in certain circumstances, either one can trip us up and skew our judgment. In this article, Campbell and Whitehead, directors at the Ashridge Strategic Management Centre, together with Finkelstein, of Dartmouth's Tuck School, describe the conditions that promote errors of judgment and explore how organizations can build safeguards against them into the decision-making process. In their analysis, the authors delineate three "red-flag conditions" that are responsible either for distorting emotional tagging or for encouraging people to see false patterns: conflicts of interest; attachments to people, places, or things; and the presence of misleading memories, which seem, but really are not, relevant and comparable to the current situation. Using a global chemical company as an example, the authors describe the steps leaders can take to counteract those biases: inject fresh experience or analysis, introduce further debate and more challenges to their thinking, and impose stronger governance. Rather than rely on the wisdom of experienced chairmen, the humility of CEOs, or the standard organizational checks and balances, the authors urge, everyone involved in important decisions should explicitly consider whether red flags exist and, if they do, lobby for appropriate safeguards.

Managers regularly implement new ideas without evidence to back them up. They act on hunches and often learn very little along the way. That doesn't have to be the case. With the help of broadly available software and some basic investments in building capabilities, managers don't need a PhD in statistics to base consequential decisions on scientifically sound experiments. Some companies with rich consumer-transaction data - Toronto-Dominion, CKE Restaurants, eBay, and others - are routinely testing innovations well outside the realm of product R&D. As randomized testing becomes standard procedure in certain settings (website analysis, for instance), firms learn to apply it in other areas as well. Entire organizations that adopt a "test and learn" culture stand to realize the greatest benefits. That said, firms need to determine when formal testing makes sense. Generally, it's much more applicable to tactical decisions (such as choosing a new store format) than to strategic ones (such as figuring out whether to acquire a business). Tests are useful only if managers define and measure desired outcomes and formulate logical hypotheses about how proposed interventions will play out. To begin incorporating more scientific management into your business, acquaint managers at all levels with your organization's testing process. A shared understanding of what constitutes a valid test - and how it jibes with other processes - helps executives to set expectations and innovators to deliver on them. The process always begins with creating a testable hypothesis. Then the details of the test are designed, which means identifying sites or units to be tested, selecting control groups, and defining test and control situations. After the test is carried out for a specified period, managers analyze the data to determine results and appropriate actions. Results ideally go into a "learning library," so others can benefit from them.

Competing in volatile markets feels a lot like boxing: Punches come from all directions; strategies change constantly; and one powerful blow could knock out your company at any moment. As firms fight their way through tumultuous times, they can learn much from boxing champions. London Business School professor Donald Sull outlines two fundamental approaches to mastering uncertainty - agility and absorption - using the classic "Rumble in the Jungle" between Muhammad Ali and George Foreman to illustrate them. Both capabilities can help companies survive turmoil. Agility, exemplified by Ali, is the ability to quickly spot and exploit opportunities. It comes in one of three forms: operational agility, the capacity to seize opportunities to improve operations and processes within a focused business model; portfolio agility, the ability to shift resources out of less-promising units and into attractive ones; and strategic agility, the ability to jump on game-changing opportunities. Each kind of agility is enhanced by a distinct set of assets and leadership priorities. Absorption, exemplified by Foreman, is the strength to withstand punishment and weather sudden shifts. Sull describes 10 ways that companies can build absorption, including capitalizing on size, diversifying assets, and stockpiling a war chest of cash. Balancing agility and absorption is critical. Apple's iPod is an excellent example of agility, but it was absorption - in the form of a small core of fanatical customers - that kept the company going during the 1990s, when its market share shrank dramatically. Those customers kept Apple alive until changes in context created its golden opportunity. Ali won the Rumble by maintaining his agility while enhancing his absorption. Companies that follow his lead and cultivate both capabilities increase their chances of emerging from turbulence as new market leaders.

In May 2008, a group of management scholars and senior executives worked to define an agenda for management during the next 100 years. The so-called renegade brigade, led by Gary Hamel, included academics, such as C.K. Prahalad, Peter Senge, and Jeffrey Pfeffer; new-age thinkers, like James Surowiecki; and progressive CEOs, such as Whole Foods' John Mackey, W.L. Gore's Terri Kelly, and IDEO's Tim Brown. What drew them together was a set of shared beliefs about the importance of management and a sense of urgency about reinventing it for a new era. The group's first task was to compile a roster of challenges that would focus the energies of management innovators around the world. Accordingly, in this article, Hamel (who has set up the Management Lab, a research organization devoted to management innovation) outlines 25 "moon shots" - ambitious goals that managers should strive to achieve and in the process create Management 2.0. Topping the list is the imperative of extending management's responsibilities beyond just creating shareholder value. To do so will require both reconstructing the field's philosophical foundations so that work serves a higher purpose and fully embedding the ideas of community and citizenship into organizations. A number of challenges focus on ameliorating the toxic effects of hierarchy. Others focus on better ways to unleash creativity and capitalize on employees' passions. Still others seek to transcend the limitations of traditional patterns of management thinking. Not all the moon shots are new, but many tackle issues that are endemic in large organizations. Their purpose is to inspire new solutions to long-simmering problems by making every company as genuinely human as the people who work there.

Although most managers can recognize an off-kilter leader (consider the highly supportive boss who cuts people too much slack), it's quite difficult to see overkill in yourself. Unfortunately, that's where leadership development tools such as 360-degree surveys fail to deliver, say Kaplan and Kaiser. Dividing qualities into "strengths" and "weaknesses" and rating them on a five-point scale will not account for strengths overplayed. The authors suggest several strategies, based on their years of consulting experience and research, for figuring out which attributes you've employed to excess and adjusting your behavior accordingly. Strengths taken too far have two consequences: First, they become weaknesses. For instance, quick-wittedness can turn into impatience with others. Second, you're at risk of becoming extremely lopsided - that is, diminishing your capacity on the opposite pole. A leader who is very good at building consensus, for example, may take too long to move into action. To strike a balance between two key leadership dualities - forceful versus enabling, and strategic versus operational - you need to see your actions and motivations clearly. That's no easy task since most leadership development tools don't spell out that you're overdoing your strengths. But there are other ways to bring that information to light. You can start with a review of the highest ratings on your most recent 360 report. Ask yourself: Is this too much of a good thing? Another technique is to make a list of the traits you most want to have as a leader. Are you going to extremes with any of them? To check for lopsidedness, you can prompt feedback from other people with a list of qualities you've composed or one you've gleaned from other sources. Once you know which attributes you're overdoing, you can recalibrate.

Josh Lewis, a young staffer at Rising Entertainment, is frustrated because his boss, marketing chief Sarah Bennett, won't listen to his ideas about using new media to promote films. She's trapped in the 1990s, he thinks, when people actually watched network TV! Rushing through his assignment for a team presentation, he works up a plan and pitches it to the CEO in the hallway. The CEO loves it, but Sarah is upset with Josh for going over her head - and submitting subpar work on the presentation. How can these members of two different generations work together effectively? Three experts comment on this fictional case study in R0902B and R0902Z. Clashes between impatient Generation Y and pay-your-dues Generation X are inevitable but certainly manageable, says Ron Alsop, author of The Trophy Kids Grow Up. For starters, Sarah should reprimand Josh for bypassing her; he should respect her authority and work with her, not around her. But Sarah must address Josh's frustrations. Like many Gen Yers, he wants to know that his work is meaningful, and he needs constructive feedback on suggestions. Enterprise Rent-A-Car president Pamela Nicholson says that given the CEO's enthusiasm, Sarah should commend Josh's initiative but remind him to keep her in the loop. Sarah and Josh also might be able to forge a more productive relationship if Rising Entertainment set up training and feedback programs to help integrate Gen Yers into the workforce, as Enterprise has. Jim Miller, an executive VP at General Tool & Supply, thinks Josh put his team in jeopardy by doing his assigned tasks poorly. Sarah needs to coach him on being a team player and set clear expectations about performance and communication. However, she could have done a much better job of validating his good idea - perhaps by asking him to spearhead some experiments for the group.

Josh Lewis, a young staffer at Rising Entertainment, is frustrated because his boss, marketing chief Sarah Bennett, won't listen to his ideas about using new media to promote films. She's trapped in the 1990s, he thinks, when people actually watched network TV! Rushing through his assignment for a team presentation, he works up a plan and pitches it to the CEO in the hallway. The CEO loves it, but Sarah is upset with Josh for going over her head - and submitting subpar work on the presentation. How can these members of two different generations work together effectively? Three experts comment on this fictional case study in R0902B and R0902Z. Clashes between impatient Generation Y and pay-your-dues Generation X are inevitable but certainly manageable, says Ron Alsop, author of The Trophy Kids Grow Up. For starters, Sarah should reprimand Josh for bypassing her; he should respect her authority and work with her, not around her. But Sarah must address Josh's frustrations. Like many Gen Yers, he wants to know that his work is meaningful, and he needs constructive feedback on suggestions. Enterprise Rent-A-Car president Pamela Nicholson says that given the CEO's enthusiasm, Sarah should commend Josh's initiative but remind him to keep her in the loop. Sarah and Josh also might be able to forge a more productive relationship if Rising Entertainment set up training and feedback programs to help integrate Gen Yers into the workforce, as Enterprise has. Jim Miller, an executive VP at General Tool & Supply, thinks Josh put his team in jeopardy by doing his assigned tasks poorly. Sarah needs to coach him on being a team player and set clear expectations about performance and communication. However, she could have done a much better job of validating his good idea - perhaps by asking him to spearhead some experiments for the group.