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These days, boards are working overtime to comply with Sarbanes-Oxley and other governance requirements meant to protect shareholders from executive wrongdoing. But as directors have become more hands-on with compliance, they've become more hands-off with long-range planning. That exposes corporations and their shareholders to another - perhaps even greater - risk, say professors Lorsch, of Harvard Business School, and Clark, of Harvard Law School. Boards are giving the long term short shrift for a number of reasons. Despite much heavier workloads, directors haven't rethought their patterns of operating - their meetings, committees, and other interactions. Compliance has changed their relationship with executives, however, turning directors into micromanagers who closely probe executives' actions instead of providing high-level guidance. Meanwhile, the pressure to meet quarterly expectations intensifies. Directors need to do a better job of balancing compliance with forward thinking. Boardroom effectiveness hinges most on the quality of directors and their interactions, the authors' research shows. Directors must apply their wisdom broadly, handling compliance work more efficiently and staying out of the weeds on strategic issues. Using their power with management to evangelize for long-term planning, they must take the lead on discussions about financial infrastructure, talent development, and strategy. Reserving sacrosanct time for such discussions, as Philips Electronics' board does at annual retreats, is an effective practice: After one recent retreat, Philips decided to exit the semiconductor business, where it was losing ground. Individual directors also must not shy away from asking tough questions and acting as catalysts on critical issues, such as grooming a successor to the CEO. In short, directors must learn to lead from the boardroom.

Describes the governance issues facing the Board of Governors of the American Red Cross. After a series of issues--FDA consent decree on its blood operations; the response to 9/11 and Hurricane Katrina--the Red Cross board was under pressure to fix its governance from the public, the media, and from Congress. Describes the Red Cross governance structure and practices in place and the process used to examine them.

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In September 2006 it was revealed that the Hewlett-Packard Company (HP) had been carrying out an extended investigation of its own employees, board members, and journalists outside the company. The investigation was launched in response to a series of leaks to the press that could only have come from highly placed members of the company. Fully understanding the context of the events of September, however, requires knowledge of board personalities and events that began under former CEO Carly Fiorina and continued thought the successful turnaround under her successor, Mark Hurd. As such, special focus is given to the individual board personalities and their conflicts over this time in order to fully explore the environment in which the investigation would later take place.

Focuses on DLA Piper, a global law firm resulting from the merger of the combined U.S. firm Piper Rudnick Gray Cary and the British firm DLA. At the time of the merger, the firms had similar strategies for the future and approaches to clients. While figuring out some of the details in order to successfully merge, the firm leadership has many questions about how to further align the merged firms in terms of strategy, people and systems, structure, culture, and leadership. Examines some of the steps the firm plans to take in the future to achieve greater alignment in order to move from being several local and regional entities to becoming one global firm.

Looks at the multinational company, Philips Electronics, which is headquartered in the Netherlands, as an example of a company with a two-tiered board. The company is governed by both a supervisory board and a board of management. Examines the role, dynamic, and best practices of each of the two boards. Additionally, the case examines the relationship between the two boards and the key factors in determining that relationship.

The board of directors of Medtronic, Inc., a company known for its commitment to effective corporate governance, must prepare for the departure of Chairman & CEO Bill George and the retirement of four long-time directors. The company had experienced rapid growth in the early 1990s as well as significant change in the composition of its board. Now the Medtronic directors must evaluate how the board has changed, how it will continue to change, and how it should prepare for the future.

Faced with the need to hire a new president, The Walt Disney Co. pursued Michael Ovitz, a founder of the Creative Artist Agency. Although initially disinterested, Ovitz engaged in negotiations with Michael Eisner, CEO of The Walt Disney Co., in the summer of 1995 before accepting an offer. Ovitz officially began as president on October 1 of that year. While the hiring of Ovitz was at first heralded as a coup for Disney, Eisner and senior executives began to have doubts about Ovitz's fit with the company culture. By the summer of 1996, Eisner decided Ovitz had to be fired. He began conversations with members of the board of directors, who agreed Ovitz's contract should be terminated. Ovitz left the company at the end of the year with a sizable severance package.

Supplements the (A) case.

Supplements the (A) case.

Examines the resignation of Philip Purcell as chairman and CEO of Morgan Stanley as a result of poor performance and cultural problems, as well as his relationship to the board of directors.

Raises issues about the role of boards of directors in compensating CEOs and, specifically, the rewards granted to CEOs for arranging a change-of-control for their companies.

As a newly minted CEO, you may think you finally have the power to set strategy, the authority to make things happen, and full access to the finer points of your business. But if you expect the job to be as simple as that, you're in for an awakening. Even though you bear full responsibility for your company's well-being, you are a few steps removed from many of the factors that drive results. You have more power than anybody else in the corporation, but you need to use it with extreme caution. In their workshops for new CEOs, held at Harvard Business School in Boston, the authors have discovered that nothing-not even running a large business within the company-fully prepares a person to be the chief executive. The seven most common surprises are: You can't run the company. Giving orders is very costly. It is hard to know what is really going on. You are always sending a message. You are not the boss. Pleasing shareholders is not the goal. You are still only human. These surprises carry some important and subtle lessons. First, you must learn to manage organizational context rather than focus on daily operations. Second, you must recognize that your position does not confer the right to lead, nor does it guarantee the loyalty of the organization. Finally, you must remember that you are subject to a host of limitations, even though others might treat you as omnipotent. How well and how quickly you understand, accept, and confront the seven surprises will have a lot to do with your success or failure as a CEO.

Raises issues about how the nature and function of a board changes as its company moves from ownership by its employees (including the founder) to ownership by a private equity firm, Hellman & Friedman, to public ownership. Teaching Purpose: To consider changes in board membership, board duties, and board responsibilities. A rewritten version of an earlier case.

Supplements the (A) case.

A Hispanic executive is considering whether to join the board of directors of a company and receives advice from several more experienced directors. Teaching Purpose: To focus on the issues related to joining a board of directors.

Examines the changes in corporate governance at WorldCom/MCI as proposed by the company's court-appointed corporate monitor, Richard Breeden. Following the largest bankruptcy ever and the downfall of the company, Breeden wrote "Restoring Trust," a report comprised of 78 recommendations for the future governance of the company. Teaching Purpose: To think about how to improve corporate governance at a specific company.

Reckitt Benckiser plc has developed an executive compensation system. This case outlines the structure of the system, its emphasis on performance-based pay and a global outlook, and explains the role of the human resources department, the board of directors, and company shareholders in determining pay. It raises questions about how to balance incentive remuneration effectively in recruiting and retaining top managers, while addressing shareholder concerns about executive compensation.

Describes the U.S. Securities and Exchange Commission's 2003 proposal to allow shareholders to nominate a "short slate" of directors for the board of listed companies. Includes comment letters for and against the proposal.