Japan's corporate culture has traditionally prioritized the interests of stakeholders such as customers, employees, and suppliers over those of shareholders. After a decades-long economic slump, Japan's government has revitalized efforts to improve corporate governance in the country's public firms and to elevate public firms' incentives to engage with shareholders. Misaki Capital was founded in 2013 with a strategy of constructively engaging with portfolio firms, providing operational and financial advice to management to improve enterprise and shareholder value. This case asks students to consider the attractiveness of Japanese equities given recent reforms and to evaluate Misaki Capital's constructive investment approach. Students will evaluate how corporate governance in Japan is connected to public firms' market valuations and how elevating shareholders' de facto rights could improve firm performance and valuations. Which of Misaki's recommendations should Sangetsu Corporation pursue? How do they create value?

In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow's recent performance and advocated that the company split itself to maximize its potential. The activist also proposed two director candidates to join Dow's board. Third Point offered its director nominees what had come to be known as a "golden leash" incentive structure - a significant amount of incentive payment from the investor if the company performed well. Supporters and critics had weighed in on the pros and cons of such incentive schemes for corporate independent directors. Faced with the prospect of a proxy fight, Dow's board had to decide whether to invite the two directors on to the company's board knowing they came with the special payment scheme from the hedge fund.

This case focuses on the lead-up to Disney's 2012 annual meeting, where Disney would face a vote on the compensation package of its CEO, Robert Iger. Leading proxy advisory firms were recommending that shareholders reject the proposed compensation.