Core Curriculum Readings in Finance cover the fundamental concepts, theories, and frameworks in finance. This reading presents an overview of corporate governance, focusing on for-profit businesses that are privately owned by dispersed investors-that is, not owned by a government or by a single owner. The Essential Reading covers the varied mechanisms that address two essential types of conflicts of interest that occur in corporations, both of which arise from the common feature of dispersed ownership: 1) conflicts between managers and owners, and 2) conflicts between controlling and non-controlling owners. The reading provides a foundation for further study in the general topic of corporate governance. The Supplemental Reading briefly reviews topics such as "stakeholder" vs. "shareholder" models of corporate governance, the role of creditors in governance, and the important but distinct non-finance goals served by corporate governance.

This Reading introduces basic elements of the structure and process for mergers and acquisitions transactions, arising from markets, custom, and law. It introduces important characteristics of typical M&A transactions, such as deal structure, elements of M&A contracts, and reasons for and effects of a typical deal process. No prior knowledge or reading is necessary.

Keith Sherin, CEO of GE Capital, faced a decision on which hinged billions of dollars and the fate of one of America's most storied companies. On his desk sat two secret analyses: Project Beacon, a proposal to spin off most of GE Capital to GE shareholders, and Project Hubble, a proposal to sell off GE Capital in parts. A third document sketched out the implications should GE "stay the course" on its present strategy: a continued, massive build-up of regulatory and compliance personnel to meet GE Capital's obligations as a "SIFI"-systemically important financial institution-in the wake of the 2010 Dodd-Frank Act. No path forward was clear. A divestiture, either through a spin-off or sell-off, would reduce GE's size and financial connectedness and address market unease about GE's position as the seventh-largest U.S. financial institution. It would also unlock substantial value not currently reflected in the stock. Each faced major obstacles and execution risks, however. In particular, no one knew the precise cut-off for a SIFI designation or the time required to shed the designation. If the process took too long, or generated unexpected costs, a divestiture might destroy more value than it would create. Retaining GE Capital was risky, too, of course. Which set of risks was the right one to propose that the GE board accept?

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund activist, Pershing Square had quietly amassed a 9.7% stake in Allergan prior to the Valeant bid, making Pershing Square Allergan's largest shareholder. The case presents students with many of the decisions Allergan's directors faced amid challenges to Allergan's governance, management, and business model. In particular, the Allergan board must decide whether to pursue a $10 billion acquisition of Salix Pharmaceuticals while under threat of a proxy contest and a special shareholder meeting to vote on replacing Allergan's directors with a slate more favorable to the Valeant merger. The proposed Salix acquisition would give Allergan a new therapeutic market but would also make Allergan too big for Valeant to acquire.

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund activist, Pershing Square had quietly amassed a 9.7% stake in Allergan prior to the Valeant bid, making Pershing Square Allergan's largest shareholder. The case presents students with many of the decisions Allergan's directors faced amid challenges to Allergan's governance, management, and business model. In particular, the Allergan board must decide whether to pursue a $10 billion acquisition of Salix Pharmaceuticals while under threat of a proxy contest and a special shareholder meeting to vote on replacing Allergan's directors with a slate more favorable to the Valeant merger. The proposed Salix acquisition would give Allergan a new therapeutic market but would also make Allergan too big for Valeant to acquire.

This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary injunction that delayed for 20 days a shareholder vote on the sale of Del Monte Foods Co. (Del Monte) to a consortium of three private equity firms. In his opinion, Laster was critical of Del Monte's board, noting that the directors may not have properly exercised their fiduciary duties, and the private equity firms. However, he saved his most severe criticism for an organization that was not even a party to the suit: the company's financial advisor, Barclays Capital. He suggested that Barclays had placed its own interests ahead of the company's in its actions and advice.

On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs on the conflicts, and in his opinion expressed serious concerns with how El Paso advisor Goldman Sachs and El Paso CEO Douglas Foshee conducted themselves in the process. The case examines these conflicts, Strine's view of their effects on the outcome, and the reason he was unable to grant the plaintiff's request, instead allowing the merger vote to proceed. The case is a companion case to "Barclays Capital and the Sale of Del Monte Foods," HBS No. 313-036.