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This case outlines Michael Woodford's awards and honors, after having been fired from Olympus in October 2011. It discusses the repercussions following an investigation into the fraud and the report which was released thereafter. It also discusses the lawsuit that followed (filed by Woodford against Olympus), its settlement, and the new Olympus board and the fate of the Olympus executives who were at Olympus while the scandal occurred.

As 2012 approached the woes of the financial crisis seemed to be fading, companies were resuming business as usual and some of the scrutiny on corporate governance practices began to recede as well. That is until another major financial scandal emerged in Japan in the fall of 2011. It was slowly revealed that the 92-year-old camera and medical photo-imaging company, Olympus, had been hiding its losses for more than a decade - to the tune of $1.7 billion - long before the current economic pressures, slow job growth, and poor investor confidence plagued the global economy. The fraud renewed the focus on corporate governance policies world-wide, but especially in Japan, where the lack of board independence and a deep-rooted corporate culture entrenched in personal loyalties fostered an environment that made it difficult for scandals such as this to be unveiled, let alone for whistleblowers to come forward about them.

Executives complain, with justification, that meddling and second-guessing from shareholders are making it ever harder for them to do their jobs effectively. Shareholders complain, with justification, of executives who pocket staggering paychecks while delivering mediocre results. Boards are stuck in the middle--and under increasing pressure to act as watchdogs and disciplinarians despite evidence that they're more effective as friendly advisers. Over many years shareholders have gained power but been frustrated by the results. Could the problem lie with them? Perhaps they aren't really suited to being corporate bosses. Their role, write the authors, has been to provide money, information, and discipline. But established corporations tend to finance investments out of retained earnings or borrowed money. Furthermore, high-frequency traders now account for as much as 70% of daily volume on the NYSE. As for information, shareholders communicate through stock prices--but human nature dictates that we pay more attention to simple recent signals than to complex long-run trends. And shareholders have only two major disciplinary tools at their disposal: selling their shares and casting their votes. But institutional investors, which own the lion's share of stock and have widely diversified portfolios, find it difficult to focus on the governance and performance of any one company. Fixing corporate governance, the authors conclude, must be about finding roles for other actors in the corporate equation who can assume some of the burden of providing money, information, and especially discipline.

This case outlines the takeover attempt by activist investor, Carl Icahn, for the Clorox Company. The board of the company repeatedly rejected Icahn's offers as inadequate. He made three bids over the course of three months.

In 2003, the Norwegian Parliament amended the Public Limited Companies Act in order to achieve greater representation of women on corporate boards. According to the amendment, all state-owned companies and public limited companies were required to have at least 40% women on their boards. This case uses first-hand accounts from Norwegian directors to document the Norwegian business community's reaction to the quota, how Norwegian boards sought women directors, and the transferability of the quota law to other nations.

Spreadsheet Supplement for case 201091

The AIG Board underwent significant restructuring after the company was bailed out by the U.S. government in September 2008 in the midst of the financial crisis.

Mark Hurd resigned as the CEO of Hewlett Packard in 2010 after the board discovered that he had misfiled expense reports and paid an H.P. contractor for unsubstantiated work. After Hurd left H.P., he joined Oracle, an H.P. competitor. Soon thereafter, the H.P. board appointed a new CEO following an eight-week search.

Dow completed the acquisition of Rohm and Haas and escaped a battle in a Delaware courtroom

Dow's board and management team worked on arranging appropriate financing to complete the acquisition of Rohm and Haas. Meanwhile, the board of Rohm and Haas filed suit against Dow after it delayed the completion of the acquisition.

The global economy entered a crippling recession in the fourth quarter of 2008 and Dow lost its primary source of funding for its planned acquisition of Rohm and Haas.

The Dow Board made a bid for Rohm and Haas Company in order to transition its portfolio away from commodity chemicals towards specialty chemicals.

The Rohm and Haas Board decided how to move forward after its largest shareholder chose to sell all of its shares in the company.

Wayne Leonard became CEO of Entergy in 1999. After serving as CEO for close to eight years, the Entergy Board named Leonard Chairman and CEO.

RiskMetrics Group, a risk and governance consultancy, had a great deal of influence on U.S. companies. This case examines the history and growth of the company, the governance services it offers, the extent of its impact on shareholders, the controversy surrounding its conflicts of interest, and the impact it has had on directors.

An audit committee chair considers how he can help his committee become more effective given the increasing regulatory demands on audit committees. He also wrestles with the lack of specificity in audit committee duties and whether his committee should take on additional responsibilities. In particular, he considers the growing concern over risk oversight and wonders what kinds of risks the audit committee should consider and whether they should be the sole repository for risk management. This case includes a historical overview of the beginnings and evolution of audit committees, and the laws and regulations that have affected its role over time.

At the 2009 Shell annual meeting, the majority of shareholders vote against the exclusive pay package. The B case compares the remuneration committee perspective (and their rationale for using discretion to award the bonuses) as well as the shareholder perspective (and their rationale for reacting so strongly against the pay package).

The remuneration committee at Shell decided to exercise their discretionary power to award five top executives a bonus for 2008, even though they had not met the necessary performance measures under the compensation plan. Proxy advisors RiskMetrics and the British Association of Insurers advise their clients to vote against the plan at the upcoming 2009 annual meeting. The Shell remuneration committee wonders how the shareholders will react.