Resist pressure from shareholders and others who seek short-term gains. Instead, build compacts with employees, communities, investors, and other stakeholders that will create long-term shareholder value, benefitting all parties.

In April 2015, Shell offered to pay 0.4454 of its B shares and 383 pence in cash for each BG share in a deal valued at $70 billion. The offer entailed a sizable 50%-plus premium for the BG Group by assuming a $90/bbl forward oil price. Shell had to seek approval from at least 50% of its shareholders, and BG Group would require the backing of 75% of its shareholders for the deal to go through. On January 8, 2016, Standard Life, a major shareholder in both Royal Dutch Shell plc and BG Group, announced that it would vote No to a merger between Shell and BG at a Shell shareholder meeting to be held on January 27, stating that "the proposed terms of the acquisition of BG are value-destructive for Shell shareholders." However, the same investor would vote Yes at a BG shareholder meeting on January 28. A volatile oil market further complicated the M&A decision. With oil prices in the low $30s/bbl, the market was worried that Shell's view of the future was overoptimistic. Shell top executives needed to make a business case to win shareholder support, which might turn into a case of overpromising and underdelivering to investors. Learning objective: The case offers an opportunity to study the pros and cons of a deal on both sides, as well as to evaluate the strategic benefits and the price tag. Students gain an understanding of three valuation techniques - discounted cash flows (DCF), net asset value (NAV) and market multiples - and of the sensitivity of the deal value to changes in forward oil prices. The incomplete and uncertain nature of firm valuation is revealed and the reality that financial analysis often depends on many assumptions.

The case illustrates an aspect of board work that is seldom witnessed: a board's self-reflection exercise and the subsequent recognition that its governance practices need to be transformed. It also offers a great opportunity to engage in discussion about major theoretical issues, such as the debate about the effectiveness and positive impact of independent directors vis-à-vis shareholder/stakeholder board representation. At the practical level, the case opens a window on the efforts of progressive boards in building and establishing processes conducive to sound governance practices. The case provides a platform for organizations considering the transformation of their governance practices and is relevant to both non-profit and for-profit organizations. It encourages reflection about governance whatever the nature of the organization and thus illustrates the applicability of principles of corporate governance to non-profit/humanitarian organizations. The lessons drawn from this case- should also appeal to private companies since they highlight the challenges and opportunities that governance transformation presents. Some elements of the case have been disguised for reasons of confidentiality.

This is an MIT Sloan Management Review article. In a world where business models are evolving rapidly and new competitors can emerge almost overnight, strategic thinking -especially at the top of the company -is more important than ever to a company's survival. However, the authors argue, boards of directors have no clear model to follow when it comes to developing the strategic role that is best suited to the company they oversee. As with other leadership roles, the one played by the board varies with the company's culture and the norms and legal requirements of its home country, as well as the norms of the industry. More importantly, the board must play a role that matches the strategic needs of the company and the state of its sector. The board of a young company, for example, usually needs to wrestle with different strategic issues than the board of a long-established company. In the authors'view, three dimensions shape the board's contributions to strategy: 1. A Definition of Strategy Companies define strategy in different ways, depending on their place in their industry and the nature of their industry. Often boards go wrong simply because they have not defined the right measures of competition or the right challenges on which to focus. 2. The Role of the Board The board's role in strategy may range from that of advisers who supervise the strategy to full coauthors of the company's game plan. 3. The Context of the Company The board's involvement in strategy also depends on the context or environment in which the company competes. If the company operates in a market that has a fairly simple and stable competitive dynamic, the board may be well advised to remain distant and largely hands-off on strategy questions. In a more chaotic context, however, a board may choose to take a stronger, hands-on approach to strategy development.

This case was developed to record corporate governance reform at ICBC within the context of China's banking reform. It describes the evolution of governance in China, the challenges faced by leaders at all levels, the choices made and the results of these hard decisions. The challenges and discussion are relevant to Western companies in terms of understanding the corporate governance structure adopted by large Chinese enterprises. The success of the bank and its unique governance structure bring much inspiration from East to West. Learning objectives: Participants can explore the different issues behind ICBC's governance reform. At undergraduate level in a political economy program, students can discuss the strategies involved in transforming from a centrally planned economy to a free market economy and the systematic design required to make any reform work. In MBA programs, participants can discuss issues related to corporate restructuring, governance structure, IPOs, as well as competitive strategy. At executive and board level, participants can focus on the banking governance structure and the pros and cons of the ICBC system. By the end of the class discussion, participants should have gained an insight into working with large Chinese companies. They should be able to grasp the problems arising from conflicts of interest among shareholders, directors, supervisors, the management team, strategic investors, the communist party and regulators. They should also understand the inner workings of these stakeholders, in particular the incentives of each stakeholder group, which differ greatly from those in the West. Participants will realize how corporate governance could be managed differently and how complex it could become. The discussions offer participants the opportunity to reflect on governance practices in the West and borrow elements that could be useful.

In a letter to ABN AMRO in February 2007, TCI, a British hedge fund with a small stake in ABN AMRO, stated: "We believe that it would be in the interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole)...". Eight months later, after a head-to-head battle with Barclays, the bank was finally sold to a Royal Bank of Scotland-led consortium, which included Banco Santander of Spain and Fortis, the Belgo-Dutch group. It was the largest financial services transaction ever and the first time that bidders had attempted to break up a large lender. This case looks at the events that led up to the takeover and examines some of the strategic decisions of the recent past which may have triggered the process. It discusses the financing and timing of the deal in the turbulent financial markets of 2007 and raises questions about the future. What were the risks of splitting the bank? Could this complex task be achieved successfully? Learning objectives: This integrative case gives participants an overview of the different aspects of a takeover: finance and control, integrated risk management, strategy. Issues for discussion include strategic lessons for the future of banking in Europe and worldwide; strengths and weaknesses of the two bids regarding valuation, synergies, timing, deal structure, concerns regarding integration planning and implementation.

In April 2004, Google announced that it was launching its long-awaited IPO. Looks at the unconventional auction format of the IPO of the world's most popular search engine, the role of investment banks in the IPO process, and the implications for corporate governance and stock valuation of a dual-class share structure.