When organizations get into big trouble, fixing the culture is usually the prescription. That's what most everyone said GM needed to do after its 2014 recall crisis. Cultural reform has likewise been proposed as the solution to the corrosive bureaucracy at the Veterans' Administration, unethical behavior in banks, and the excessive use of force by police. But interviews with successful change makers, conducted by Harvard Business School's Jay W. Lorsch and Emily McTague, suggest that culture isn't something you "fix." Rather, cultural change is what you get when you put new processes or structures in place to tackle tough business challenges. Organizations are complex systems with many ripple effects--and reworking fundamental practices will inevitably lead to new values and behaviors. In this article, the authors explain how this played out during four major transformations: the remake of Ecolab into a diversified corporation three times its original size; the postbankruptcy merger of Delta and Northwest; the turnaround of Ford; and Novartis's shift to a diversified health care portfolio. Each firm's CEO took a different approach for a different end. Ecolab's Doug Baker pushed decisions down to the front lines to strengthen customer relationships. Delta's Richard Anderson got airline workers on board by focusing on meeting their needs. Ford's Alan Mulally broke down barriers between units to improve collaboration and efficiency. Novartis's Daniel Vasella decentralized to unleash creative energy. But in every case, when the executives used tools such as decision rights, performance measurement, and reward systems to address their particular business challenges, organizational culture evolved as a result, reinforcing the new direction.

On January 9, 2015, Nelson Peltz of Trian Fund Management launched a proxy fight for four out of the twelve seats on the DuPont board. The fund had previously published a public letter addressed to shareholders outlining its proposal to break the company into three areas: agriculture and nutrition, industrial materials, and performance chemicals and criticizing the company for its poor performance. CEO and Chairman Ellen Kullman and her board were left with the difficult decision. Should they allow four of Trian's nominees onto their board, knowing that it would mean replacing four highly experienced and valuable directors or should they go face to face with Peltz in a very public proxy fight?

Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting specific ownership requirements. The rule was challenged by US Chamber of Commerce and overturned in July 2011. Shortly after the rule was overturned, rules governing shareholder proposal process were amended so that shareholders could put forward proposals on proxy access at individual companies. Proxy access did not garner significant attentional during the first two proxy seasons after the rule was amended. However in the 2015 proxy season, over 100 companies received proxy access proposals. This case chronicles the debate on proxy access from the perspective of institutional investors, shareholders, and US company's board of directors and management.

The firing of Market Basket CEO Arthur T. Demoulas by his cousin, Arthur S. Demoulas, and directors affiliated with Arthur set off employee protests throughout the grocery store chain. Industry specialists estimated that Market Basket was losing close to $10 million each day in lost business and inventory, due to the protests. A long history of legal battles had destroyed the relationship between the families of the 2 cousins. This case describes the complexities of corporate governance for a family-owned organization.

In October 2004 Fernández Pujals, founder of Telepizza, an international home delivery pizza business, bought 24.9% of Jazztel (€90 million), a telecom company. At the time, Jazztel that was near bankruptcy and needed a capital injection to finish the year. Over the next ten years, Fernández Pujals led the restructuring of Jazztel's debt, reached an agreement with the former monopoly Telefónica, set up internal call centers, and transformed Jazztel into the fastest growing broadband operator in Spain. The case describes how Fernández Pujals designed and managed the board and led Jazztel towards profitable growth.

On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda, discussed the Galleon Group insider-trading trial and the recent allegations against the Firm's former Managing Director, Rajat Gupta. Three months earlier Senior Partner, Anil Kumar, plead guilty to providing confidential information about McKinsey clients he served to Galleon Group founder Raj Rajaratnam. The McKinsey Partners were shocked and dismayed by the actions of Kumar, as well as the recent allegations against Gupta and were closely monitoring the situation. Could a former Managing Director of their Firm have conspired to enable insider trading? And if so, what did that mean for the future of the Firm?

On Tuesday March 15, 2011, all 1,200 global Partners of McKinsey & Co. gathered at the Gaylord National Hotel & Convention Center near Washington, DC for their annual Partners' conference. The atmosphere was tense as Partners, in addition to their normal agenda, discussed the Galleon Group insider-trading trial and the recent allegations against the Firm's former Managing Director, Rajat Gupta. Three months earlier Senior Partner, Anil Kumar, pled guilty to providing confidential information about McKinsey clients he served to Galleon Group founder Raj Rajaratnam. The McKinsey Partners were shocked and dismayed by the actions of Kumar, as well as the recent allegations against Gupta and were closely monitoring the situation. Could a former Managing Director of their Firm have conspired to enable insider trading? And if so, what did that mean for the future of the Firm?

In the spring of 2008, the recession had decimated the company's core business, construction equipment rental. The economic downturn resulted in a significant decrease in North American construction and industrial activities and had adversely affected the company's revenues and operating result. The stock of the company quickly fell from the mid-$30 range in late 2007 to $3 in March 2009. In addition, two of the company's former chief financial officers had been charged with securities fraud and other violations, by both the U.S. Attorney's office and the SEC. The Board was faced with the resignation of the founder and chairman, management succession issues, the failed merger with Cerberus, and the lawsuit in Delaware. The Board was responsible for overseeing the change in a number of senior management and board positions which became increasingly difficult due to the turmoil and poor performance of the company. Recruiting and retaining talent in senior management and the board was central to the success of the company, which relied on their people for strong performance. In addition the company's total indebtedness was approximately $3.3 billion, including $146 million of subordinated convertible debenture. The company's substantial indebtedness had the potential to have adverse consequences in a number of ways, including: increase their vulnerability to adverse economic, industry or competitive developments; require the company to devote a substantial portion of their cash flow to debt service, reduce the funds available for other purposes; limit their ability to obtain additional financing; and decrease their profitability or cash flow. And the company was still dealing with multiple purported class action and derivative lawsuits that had been filed against it. It was during this time the board started looking for candidates both for the CEO and Chairman positions.