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Provides a history of the board of directors of the Coca-Cola Co. through 2003. Describes the evolution in the board's membership, practices, and structure and the role it played in the company's governance. Questions are raised about the relationship between the board and top management, especially how the board is carrying out its responsibilities in the 21st century.

The Delphi Corp.'s board of directors faces a transition as lead director Thomas Wyman approaches mandatory retirement. Chairman and CEO J.T. Battenberg reflects on Delphi's history and its successful reinvention by Wyman and Battenberg when it separated from its 100-year-old parent company, GM. Examines how boards of directors interact with top management and how management can work effectively with an active board.

Describes the musings of the managing partner of a law firm as he returns from an executive education program. He thinks about the many issues confronting him and his firm. Teaching Purpose: To prepare executive education participants to return to their companies and implement what they have learned.

The largest state pension fund continues the evolution of its approach to corporate governance contemplating "relationship investing" and other new approaches.

Outside directors account for less than a third of the board members on a typical Internet start-up. That's bad business in the long run. Here's why.

Explores the functioning of a German supervisory board in the context of a takeover bid made by a British company.

The board of directors of Medtronic, Inc., a company known for its commitment to effective corporate governance, must prepare for the departure of Chairman and CEO Bill George and the retirement of four long-time directors. The company had experienced rapid growth in the early 1990's 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.

Supplements the (A) case.

Supplements the (A) case.

Supplements the (A) case.

The selection of a CEO is one of the most important--and risky--events in the life of any company. Yet the way CEOs are chosen remains little discussed and little understood. The succession process has traditionally unfolded behind closed doors--some observers have even likened it to the election of a pope. To shed light on what works and what doesn't in CEO succession, the authors lead a roundtable discussion with five distinguished corporate directors: Philip Caldwell, George D. Kennedy, G.G. Michelson, Henry Wendt, and Alfred M. Zeien. Collectively, the five directors have participated in dozens of successions, either as board members or as CEOs. In a lively and frank exchange of views and experiences, the roundtable participants explore a broad range of questions: What can a company do to ensure a successful succession? How should management-development and succession processes be managed? How should the board work with the sitting chief executive during the process? What makes for a strong CEO candidate? When should outside candidates be considered? How much competition should be encouraged among potential CEO candidates? What role should executive search firms play? What role should former CEOs play after they are succeeded? Their conversation illuminates a corporate challenge that is as difficult as it is important.

On November 16, 1987, the Del Webb board appointed Phil Dion chairman and CEO. This case outlines the development and implementation of a strategy to focus exclusively on real estate development and to liquidate all other assets. Discusses the appointment of two new board members to fill the slots vacated by the directors who followed Swanson out the door. Proceeds to describe the activities of two investors: Ronald Brierly of Industrial Equity Pacific and James Cotter of Webcott Holdings. Independently of one another, these investors had each purchased over 9% of Del Webb stock at a premium just before the stock price plummeted in the fall of 1987. These investors laid low for over a year, waiting to see if the descent in the stock price had been a temporary blip or a sustaining trend. When they concluded it was the latter, each investor approached Dion with the request that he be allowed to put a representative on the Del Webb board.

Dion and the other Del Webb directors were open to having Industrial Equity Pacific (IEP) and Webcott Holdings representation on the board. The IEP representative was perceived as reserved and lacking in sophistication. Cotter of Webcott, however, struck the directors as savvy but antagonistic and disruptive. Cotter's goal was to position the company as a possible takeover target, and he agitated in the boardroom for changes that he felt would open up the company to potential acquirers. He also launched a proxy battle in an attempt to eliminate Dion's golden parachute and the company's poison pill.

Eastman Chemical Co. spun off from Kodak in 1993. The CEO of Eastman, Earnest Deavenport did not want the new company's board any members of the Kodak board to include, so he initiated a deliberate and thorough process to build an entirely new board that he hoped would be on the cutting edge. This case describes the selection process and documents the backgrounds of the chosen directors. Discusses the board's first year at work, and it records the reflections "one year in" of Deavenport and some of the board members.

Describes the history and unique operating principles of the most successful corporate law firm in the country. Closes with a lengthy quotation by Martin Lipton, who is one of the firm's founding partners and who is described in an American Lawyer article as the "Elvis Presley of the M&A field." Lipton reflects on certain activities that the firm carries out aimed at building its reputation. Whether or not these activities constitute marketing is left an open question.

Describes the situation facing the head of a rapidly growing industry-focused group within a consulting company. Highlights the dilemmas of being a "producing manager" (i.e., a professional who has both individual production as well as management responsibilities). Issues raised include: delegation, developing subordinates, developing an agenda, and building an organization.

MG Corp., a U.S. subsidiary of Germany's international conglomerate, Metallgesellschaft, engaged in a disastrous hedging strategy that nearly dragged the entire enterprise into bankruptcy. This case explores issues of responsibility and accountability among the relevant boards. In doing so, it highlights the German two-tier board system of governance.

Supplements the (A) case.

If the 1980s were the decade when the movement to empower U.S. factory and office workers took root, the 1990s are the decade when empowerment is sweeping corporate boardrooms. Empowerment means that outside directors have the capability and independence to monitor the performance of top management and the company; to influence management to change the strategic direction of the company if its performance does not meet the board's expectations; and, in the most extreme cases, to change corporate leadership. Because the chief executive is also the board chair in more than 80% of the country's publicly held corporations, most CEOs view board empowerment with trepidation. But, Jay Lorsch argues, if CEOs resist the trend, they and their companies will be the losers because the empowered board is here to stay. What is required is a new form of teamwork in which directors and senior managers understand one another's roles and collaborate effectively to achieve corporate success.

In January 1993, the American Express board met to decide who would succeed James D. Robinson, III as chairman and CEO. The board needed to act in the spotlight of intense media and investor scrutiny, and after leaks had revealed that there was a conflict among the board members about whether Robinson should have been asked to leave. The board needed to find a way of calming the public's concern over the future of American Express, at the same time choosing a leadership structure that would lead American Express for the foreseeable future. The case brings up several critical issues revolving around CEO succession and performance evaluation: What should the board take into account when deciding when to ask a CEO to step down? What kinds of processes can boards institute so that such battles over CEO succession will not ensue?