個案總覽

A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are complicated by weak takeover defenses of their corporate boards, hedge fund ownership stake within both companies, and potential anti-trust risk. Meanwhile, the third party, the activist hedge fund, is turning up the heat in planning their next move.

A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are complicated by weak takeover defenses of their corporate boards, hedge fund ownership stake within both companies, and potential anti-trust risk. Meanwhile, the third party, the activist hedge fund, is turning up the heat in planning their next move.

A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are complicated by weak takeover defenses of their corporate boards, hedge fund ownership stake within both companies, and potential anti-trust risk. Meanwhile, the third party, the activist hedge fund, is turning up the heat in planning their next move.

A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are complicated by weak takeover defenses of their corporate boards, hedge fund ownership stake within both companies, and potential anti-trust risk. Meanwhile, the third party, the activist hedge fund, is turning up the heat in planning their next move.

Achieving best practices in corporate governance has been hindered, the author writes, by a patchwork system of regulation, a mix of public and private policy makers, and no accepted metric for determining what constitutes success. He proposes Corporate Governance 2.0: not quite a clean-sheet redesign, but a back-to-basics reconceptualization built on three core principles. They are: (1) Boards should have the right to manage the company for the long term. This would mean an end to earnings guidance, a variation on the staggered board, and exclusive forum provisions. (2) Boards should install mechanisms to ensure the best possible people in the boardroom. This would require meaningful director evaluations and a consideration of shareholder proxy access. (3) Boards should give shareholders an orderly voice. Instead of defending the corporate bastion at all costs, directors should guarantee a reasonable process whereby shareholders get to decide.

Just as Duke Energy and Progress Energy announce their merger-forming the largest utility company in the United States, to be led by the current Progress CEO-a nuclear reactor owned by Progress suffers major damage and must be taken offline. While Progress grapples with the scope of the repairs and an increasingly skeptical insurance provider, the Duke board begins to doubt their choice for the leader of the combined companies.

In 2007, the Dow Chemical Company and the Kuwait Petroleum Corporation announced plans to launch a multibillion-dollar joint venture. Later known as K-Dow Petrochemicals, it would be one of the largest manufacturers of chemicals and plastics in the world. Analysts widely hailed the planned joint venture as a game-changing deal for both companies. Shortly after the announcement, cable network CNBC requested an interview with Andrew Liveris, Dow's CEO, about this massive transaction. Liveris needed to decide how to respond. This case provides a brief background on the industry, both companies, and plans for the joint venture as of January 2008.

This two-party negotiation exercise features a real-life dispute between Merck and Johnson & Johnson regarding European distribution rights to two highly lucrative drugs.

This two-party negotiation exercise features a real-life dispute between Merck and Johnson & Johnson regarding European distribution rights to two highly lucrative drugs.

Supplements Remicade/Simponi: Confidential Instructions for Johnson & Johnson and Remicade/Simponi: Confidential Instructions for Merck.

Supplements the (A) and (B) case.

Supplements the (A) case.

In 2009, the small heavy marine transport company Fairstar entered into bidding on one of the largest contracts in the history of the industry. Chronicles the company's year-long tendering process, leading up to a final make-or-break meeting.

The days when companies could rely on a poison pill and antitakeover statutes to fend off hostile bidders are long gone.

In September 2008, as Lehman Brothers struggled to survive, John Thain, CEO of Merrill Lynch, realized that his bank was also on the brink of failure. Throughout the weekend of September 13-14, 2008, Thain successfully negotiated a deal with Ken Lewis, CEO of Bank of America, for BofA to acquire Merrill. However, throughout the fourth quarter of 2008, Merrill's financial condition deteriorated at an alarming rate, with expected 4Q08 losses ballooning from $5.3 billion in November to over $12 billion by mid-December. Shareholders of both companies approved the deal on December 5th, 2008, but soon after, Lewis telephoned fed officials and declared he would invoke the MAC clause to exit the deal unless fed officials provided government financial assistance. Fed officials instructed Lewis to "stand down" and not to invoke the MAC clause. As he convened his Board on December 22nd, 2008, Lewis had to make a decision. Should he close the deal "for the good of the country?" Or should he declare a MAC and exit the deal, potentially invoking the wrath of the U.S. government. Was there another way?

What's the best way to buy or sell an asset? Should you hold an auction and accept the most attractive offer? Or should you identify the most likely prospects and negotiate with them privately? Auctions became increasingly popular after the internet opened wide the universe of potential bidders. The wrinkle is, auctions often set up win-lose relationships between buyers and sellers, says Subramanian, a professor at Harvard's schools of business and law. In many situations, negotiations lead to better results. Before you decide on a process, carefully consider the nature of the buyers, the characteristics of the asset in question, and your own priorities. If you can get enough of the right buyers to participate, an auction generally makes sense - unless you expect a wide range of valuations. In that case, an auction could leave a lot of money on the table - as it did in the sale of Cable & Wireless America. CWA's assets were uniquely strategic to the winner, but because it had to beat the second-highest bidder by only a little bit, the company got them at a price far below the value the deal actually generated. Can you write exact specifications for an asset? Then you probably won't go wrong with an auction. But specification can discourage creative collaboration between buyer and seller. If that will add value to your deal, or if a relationship is important, pursue a negotiation. Finally, examine your priorities. When discretion is critical, a negotiation will work better, but when you need a transparent, speedy process, an auction is the more sensible choice.

In a six-party negotiation exercise, the TNDA Corp. plans to sell Elcer Products Division to one of four potential buyers (industrial, financial, U.S., German). This case contains confidential information for the Elcer Divisional management role. Challenges include how to set up and implement the most promising sales process, come up with the right deal, and choose the best tactical approach given each party's role and objectives. This negotiation exercise draws on and illustrates the "3-D Negotiation" logic of Lax and Sebenius.