The two-part case "The House of Tata: Governance Challenges" is based on one of India's oldest, renowned, and most internationalized business groups. The case provides an account of the evolution of the Tata Group with an emphasis on the developments in the last 30 years (the years following economic liberalization in 1991) and the legal tussle between Tata Sons (the Group's parent company) and its minority shareholder (SP Group). The legal battle has been keenly watched for its potential ramifications on the evolution of corporate governance in India, a country marked by controlling ownership of corporations and concerns over protection of the interests of minority shareholders. Part B of the case begins with a section titled The Legal Battle detailing the ensuing legal battle between Tata Sons and Cyrus Mistry at the company law tribunals - the NCLT (National Company Law Tribunal and the NCLAT (National Company Law Appellate Tribunal). This section also captures the disagreement between Cyrus Mistry and Tata Trusts regarding the former's performance as chairman, the role of the board and the role of the trusts in the governance of Tata Sons and Tata Group. The following two sections, The NCLT Order and The NCLAT Order, captures the salient aspects of the contrary rulings of NCLT (in favor of Tata Sons) and NCLAT (which supported the claims of Cyrus Mistry). The final section, Appeal to the Supreme Court, details the appeals filed with the Supreme Court of India, a new controversy between Tata Trusts and SP Group about the latter's ability to pledge their shares in Tata Sons, a settlement proposal by SP Group, and the final verdict by the Supreme Court of India in the legal battle between the two set of parties.
The two-part case "The House of Tata: Governance Challenges" is based on one of India's oldest, renowned, and most internationalized business groups. The case provides an account of the evolution of the Tata Group with an emphasis on the developments in the last 30 years (the years following economic liberalization in 1991) and the legal tussle between Tata Sons (the Group's parent company) and its minority shareholder (SP Group). The legal battle has been keenly watched for its potential ramifications on the evolution of corporate governance in India, a country marked by controlling ownership of corporations and concerns over protection of the interests of minority shareholders. The first section of Part A of the case, Tata Group: Early History, traces the early years of the Tata Group, its management philosophy, the formation of Tata Trusts, the leadership years of its long-serving legendary chairman, JRD Tata and the emergence of SP Group as a minority shareholder in Tata Sons. The second section of Part A, Ratan Tata Years, begins with the elevation of Ratan Tata as chairman of the Group in 1991 and details the Group's transformation through the institutionalization of formal systems and processes, entry into new industries, bold global acquisitions, and radical innovations such as Tata Nano. Cyrus Mistry Years captures the key strategic choices made by the Group's next chairman, Cyrus Mistry, and his Vision 2025 for the Group. The next section, The October Shock, details the abrupt removal of Cyrus Mistry as executive chairman of Tata Sons and the subsequent controversies that culminated in him being removed as a director in all the group companies. The final section of Part A, Chandrasekaran Years, provides details of the Group strategy under its current chairman, Chandrasekaran.
The case opens with a recent proposal from Motherson Sumi Systems Limited to simplify the ownership structure of the group which had become complex over the years as a result of global acquisitions, among other reasons. To set the context and enable a discussion on the potential concerns with the existing group structure and the impact of the proposed restructuring, the case is divided into three sections that trace the evolution of MSSL from a small firm that got an unexpected opportunity to become a wiring harness manufacturer and progressed to a global tier-1 auto-component company with presence in 41 countries and over 135,000 employees. The first section provides the early history of the firm and its strategy that enabled it to take advantage of opportunities provided by liberalization of India's economy in the 1990s. It also provides insight into the management style of the founder, who opted to relinquish his formal executive role and take up the role as chairman. The second section provides an account of MSSL's 5-year visions, MSSL's acquisition led growth strategy that enabled it to become a global company, and the role played by the group holding company, which was controlled by the founder family, in making acquisitions and pursuing diversified business opportunities. The third section elaborates on the proposed restructuring scheme that is intended to address investor concerns about the existing group structure and the potential conflicts. Finally, this section also provides details about the latest 5-year vision plan announced immediately after the announcement of the group restructuring scheme.
The Early years traces the genesis of the company as Imperial Tobacco Company and the consolidation of its manufacturing and marketing operations. The next five sections trace ITC's evolution under its five Indian chairmen. The Haksar Years begins with a description of Ajit Haksar's career at ITC, including his time at BAT, which shaped his beliefs about the role of professional management and his definition of his role as the company's first Indian chairman. The section outlines context in which BAT's stake in ITC was diluted, and ITC's eventual diversification into hotels and paperboards business. The Sapru Years describes the consolidation of market leadership in cigarettes business following a change in taxation regime and the company's foray into agri-business. The Chugh Years captures the tumultuous relationship between BAT and ITC, announcements of diversification into core sectors like power and the aborted takeover attempt by BAT. The Deveshwar Years traces Y C Deveshwar's initiatives to consolidate and strengthen the core businesses, venture into new businesses such as information technology and the company's growing focus on social imperatives. The company's foray into foods and personal care segment in line with its goal to become the #1 FMCG company in the country is also covered. The Puri Years details the developments in the company under the executive leadership of Sanjiv Puri. The section ends with Puri becoming executive chairman following the demise of Deveshwar. The final section, The Years Ahead, ends with details of challenges faced by Puri including pressure from ESG (environmental, social and governance) investors and questions on the company's continued engagement with the cigarette business.
In December 2018, Dilip Shanghvi, the CEO and majority shareholder of Sun Pharma, scheduled an urgent investor call to address the questions raised about the level of corporate governance at Sun Pharma. A whistleblower complaint and an analyst report was being circulated in the market that highlighted concerns about the undisclosed related party transactions with promoter owned companies, unexplained loans with third parties, and subsidiaries being audited by firms related to a promoter, among other similar concerns. The stock markets responded negatively to the clarifications provided by Dilip Shanghvi, forcing Sun Pharma to reverse some of the transactions undertaken and constitute a corporate governance and ethics committee to restore investor confidence. The case provides extensive detail about the two primary governance issues raised viz., an insufficiently disclosed loan transaction with an unnamed third party and a related party transaction with a promoter owned entity, and tracks a few interesting reactions from market participants about the expectations of good governance from an industry leader. To provide a background to this discussion, the case also tracks the development of Sun Pharma from its inception in the 1980s to becoming the fifth largest generic pharmaceutical company in the world.
This case brings to life how an organization, Art of Living, developed around one man's lofty aspiration and then multiplied into a movement across geographies. It provides a tangible appreciation of an otherwise amorphous notion of "Purpose", by demonstrating how Art of Living moved beyond conventional levers of growth to creating offerings and galvanizing its members around its evolving purpose (that too in a context of limited resources, since it is predominantly volunteer-run). It further delves into the organizational culture Art of Living created that supported its continued growth. Set in 2020, during the global Coronavirus pandemic, it also invites the students to engage in a provocative discussion about Art of Living's future as it embraces social media and other online channels to help people deal with the crisis through its various on-line initiatives. The case opens with a glimpse of how the founder reaches out to the world in a new way, during the Coronavirus crisis of 2020. It rewinds to its origins in 1981, with the founder's aspiration of 'Bringing a Smile on Every Face', and traces the first phase of growth of Art of Living, as it built a second line that replicated the success of the founder's offering and grew the organization's reach over the 1980s and 90s, so much so that its 25th anniversary celebration demonstrably displayed its "global" reach. The next section (over 2006-2016), illustrates how Art of Living grew in scale and scope, by broadening its purview to include a series of programs and social projects that addressed different sections of society and their various needs. As it grew, it put in place an organization that 'enabled' rather than 'restricted' its entrepreneurial culture. The subsequent section (2017 to 2019), presents an interesting evolution of its core-from meditation to mediation-that the founder adopted to further widen Art of Living's purview to include a world without violence; while the last section (2020), presents
The case captures the dilemma of founders of an enterprise when they are faced with a hostile acquisition bid: whether to acquiesce - cede control and maximize their wealth - or to resist and run the risk of losing both. Set in 2019, the case provides a rich description of the takeover battle between the founders of the software services firm, Mindtree and the leadership of the bidder, L&T, a widely diversified conglomerate. It invites the students to review the choices of the founders Mindtree as they vehemently opposed the bid even as the leaders of L&T sought to present their takeover proposal as a "gentlemanly overture". The case is also significant because hostile acquisitions are rare in India and thus provides a singular opportunity to discuss the role of the board in such situations, particularly their role as mentors guiding strategic choices of firm leaderships.
The case tracks the rapid evolution of Yes Bank from a new private sector bank in 2003, to being regarded as a highly successful mid-size bank a decade later, to finally going through significant governance challenges that eventually led to burgeoning non-performing assets (NPAs) and a potential collapse necessitating a rescue by the government. It also briefly discusses the details of the bailout plan to rescue the bank. The case is useful for a discussion on the choices made by the founder of the bank over the years which led to phenomenal growth but may have also led to its eventual collapse. This allows for a discussion on the role of various corporate governance mechanisms that operate in an organization (such as the board of directors, legal rights of shareholders, auditors, external observers, and regulators), and the extent to which each mechanism can satisfy the commonly expected governance objectives. The case also presents an opportunity to debate the justifications for a regulator, especially when they potentially limit the rights of shareholders in an organization.
This case provides a platform to discuss the role of the board in the governance of a corporation. Extant discourse on the role of the board is largely centered on the challenges of monitoring managerial behavior and as a consequence on board independence. The two other critical tasks of the board - mentoring the leadership (based on expertise) and maintaining continuity with robust succession of both the board and the executive leadership - are not as well documented. Set in 2019, this case documents the rollercoaster ride of Infosys Limited - India's second largest software services company - from an icon of corporate governance to its fall from grace after an ugly fight between its co-founders and the board, following whistle-blower allegations of governance failures. The case helps demonstrate the importance of issues related to board succession (to ensure continuity) and board capital (to guide strategic choices) that are often overlooked.
This is a three-part case on India's largest consumer goods company, Hindustan Unilever Limited (HUL), a subsidiary of Unilever, the Anglo-Dutch multinational company. The case traces HUL's journey from inception till the end of 2018 with an emphasis on the last two decades. The case also documents developments at Unilever during the last two decades. Students analyze HUL's strategy and performance in the context of the changing competitive landscape in India as well as the strategic imperatives of Unilever. The case also helps them examine the impact of the evolving parent-subsidiary relationship on HUL's strategic choices.
The case traces the growth of Asian Paints Limited ("APL") from being a small paint manufacturer in 1942 into the undisputed leader of the Indian paints industry. The case invites students to analyze the strategic decisions made by APL's management over its 75+ year journey and identify key factors that enabled the company to dominate this industry for the last five decades. The case enables students to unpack how a firm's strategy that is hidden in plain sight affords sustainable competitive advantage.
This two-part case traces the evolution of the Tata Group, one of India's largest and well-known business groups, from inception until date. The first case principally focuses on Ratan Tata's leadership of the Tata Group, from 1991 to 2012. Tata Group History, the first section of the case, traces the early years of the Tata Group, its management philosophy, the leadership years of its legendary chairman, JRD Tata and ends with the elevation of Ratan Tata as chairman of the group in 1991. Leading Change details the group's transformation under Ratan Tata's leadership. Passing the Baton describes the succession process that led to the appointment of Cyrus Mistry as chairman of the group in late 2012. The second case describes Cyrus Mistry's leadership of the group until it ended abruptly with his sudden removal as chairman of Tata Sons on October 24, 2016, and the reinstatement of Ratan Tata as interim chairman.
Supplement to case IMB597. This two-part case traces the evolution of the Tata Group, one of India's largest and well-known business groups, from inception until date. The first case principally focuses on Ratan Tata's leadership of the Tata Group, from 1991 to 2012. Tata Group History, the first section of the case, traces the early years of the Tata Group, its management philosophy, the leadership years of its legendary chairman, JRD Tata and ends with the elevation of Ratan Tata as chairman of the group in 1991. Leading Change details the group's transformation under Ratan Tata's leadership. Passing the Baton describes the succession process that led to the appointment of Cyrus Mistry as chairman of the group in late 2012. The second case describes Cyrus Mistry's leadership of the group until it ended abruptly with his sudden removal as chairman of Tata Sons on October 24, 2016, and the reinstatement of Ratan Tata as interim chairman.
i-flex is a unique illustration of an Indian software product company that emerged from an ecosystem dominated by software services firms. The case comprises two parts. The first part, set in late 2005, describes the company's evolution into a global market leader in the banking software industry ending with its acquisition by Oracle. The second part of the case, set in 2015, provides an update on the evolution of the company in the 10 years since its acquisition by Oracle.
Supplement to case IMB603. i-flex is a unique illustration of an Indian software product company that emerged from an ecosystem dominated by software services firms. The case comprises two parts. The first part, set in late 2005, describes the company's evolution into a global market leader in the banking software industry ending with its acquisition by Oracle. The second part of the case, set in 2015, provides an update on the evolution of the company in the 10 years since its acquisition by Oracle.
This case captures the roller-coaster ride of India's first multinational pharmaceutical company that after winning several accolades lost its way only to eventually plead guilty for the unethical practices it had resorted to in fulfilling its growth aspirations. Tracing the strategic choices of the company since its inception until it ceased to exist, the case covers the reign of several different CEOs. It enables examination of the drivers of a firm's strategic choices at the point of decision making, and serves to illustrate the dynamic aspects of leadership. Among others, it highlights the role of aspirations as a driver of firm's choices and the difficult tradeoffs that are inherent to aspiration-driven strategies. Demonstrating the negative repercussions of an aspiration-led strategy as well as the challenges a firm's leadership faces as they seek to re-define the aspirations, it serves as an intriguing story of the dark side of aspirations. The teaching note provides a set of discussion questions and pre-reads that can be assigned to the class, and suggests a detailed teaching plan that is divided into five pastures.
Set in 2015, the case describes the evolution of the Indian software services industry from being a supplier of software professionals for onsite projects in the 1990s to becoming an innovation partner of enterprises embracing digital transformation in recent years. The $132 billion industry has become the preferred destination for Information Technology and Business Process Management outsourcing needs of global clients as also the largest private sector employer in India. In the mid-2000s, the widely acclaimed Global Delivery Model pioneered by the Indian software services firms not only enabled them to grow exponentially but also forced a change in strategy of global software services firms such as IBM and Accenture. To match the operating costs of Indian software services firms, the global firms were forced to adopt an offshore-centric operating model and set up large centers in India. The period ensuing the global financial crisis in 2008 saw two significant developments: a reordering of industry leadership among firms, and digital technologies gaining traction. This emergence and integration of digital technologies has implications for delivery cycles, pricing models, customer expectations, and the competitive scenario, among others. The case draws attention to a discussion of these issues. The case comprises three broad sections. The first section discusses the industry's evolution after India's economic liberalization in 1991 and the Y2K opportunity that provided a fillip to the industry's growth. The second section describes the global delivery model of Indian software services firms, its impact on global software majors, and evolution of the competitive landscape amid the global financial crisis in 2008. The third section describes the actions of various firms with the advent of digital technologies, and briefly discusses the opportunities and challenges for incumbent firms.
The case traces the evolution of the advertising firm DDB Mudra from its founding as an independent "Indian" agency to its current position of being the Indian affiliate of the global advertising major, DDB Worldwide that is going to be overseen directly by the CEO of DDB worldwide. Set in the backdrop of the changes in both the global and Indian advertising industry, this two-part case invites students to consider the strategic choices made by the two leaders who shaped its growth and evolution - the founder CEO, AG Krishnamurthy (AGK) and the current CEO, Madhukar Kamath. The first case - titled DDB Mudra: Transformative Growth captures the company's history from its inception in 1985 until its acquisition by the Omnicom group in 2011, the second case, an update titled DDB Mudra: Profitable Growth focuses on the challenges that Madhukar Kamath faces in 2015, 4 years after the acquisition.