When Anthony Hucker, the CEO of Southeastern Grocers (SEG), took over in that role in July 2017, the company was in dire financial and operational condition and was headed towards bankruptcy. SEG, the fifth largest grocery chain in the U.S. in early 2021, operated under Bi-Lo, Fresco e Mas, Harveys, and Winn-Dixie labels in the Southern U.S. states. Under Hucker's leadership, the company started on a three stage financial and cultural transformation process-"Correcting the Business," "Getting Fit for Purpose," and "Getting Fit for Growth." For Hucker and Chief People Officer Elizabeth Thompson, the path forward to growth and profitability was going to be rooted in a cultural transformation of the company. By January 2021, the company was once again growing and profitable, and employee trust scores had jumped to all-time highs even as the company was navigating the COVID-19 pandemic. The case describes the cultural change process initiated at the company which in three years resulted in the company emerging from bankruptcy, getting awarded Great Place to Work® certification, and on the verge of an IPO in early 2021.
The case describes the efforts of hedge fund Paulson & Co to influence corporate governance and improve performance in the gold industry. In an innovative move, the hedge fund led the creation of the Shareholder Gold Council, a consortium of large investors in gold companies to push gold mining companies to adopt higher levels of corporate governance. The case describes the motivation and process that led to the creation of the SGC and the initial work of the SGC. The case also discusses the variety of techniques that Paulson & Co uses to press for better performance at gold mining companies such as buying majority ownership and pursuing activist proxy contests in addition to its work at the SGC. The case serves as a vehicle for students to discuss how investors can engage with companies to drive their desired corporate governance goals. In particular, the case develops the idea of collective action by investors and the opportunities and challenges in doing so.
The case describes widespread misconduct at Wells Fargo Community Bank in the period leading up to 2017 and the company's subsequent attempts to improve internal controls, company culture, and corporate governance. The case examines the potential causes of large scale customer related fraud in the Community Banking Division and across a range of businesses. The extent and length of time over which these misconduct events took place suggested a company that was fundamentally unable to ensure a compliance culture and customer focus among its employees. The case describes in detail the systems and practices that led to the systematic failures. Faced with withering political and regulatory scrutiny the company embarked upon a series of initiatives to improve systems and structure to prevent such misconduct and improve culture. The case describes these initiatives and the challenges faced in implementing them. The case also focuses on the role of the board in overseeing and improving internal control and corporate culture. The case ends with discussing entry of a new CEO amidst board turnover in March 2020.
ISS is the world's largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of this company to help readers understand the role of proxy advisors and institutional investors in corporate governance. As ISS rose to prominence throughout the early 21st century, it became highly influential in enabling investors to increase their ability to influence companies, managers, and boards of directors. ISS had therefore become a lightning rod for controversy, and its detractors in corporate America had been seeking regulation to rein it in for years. The case walks readers through the history of this debate, the concerns of each stakeholder, and how they intersected with ISS's approach to providing proxy advisory services. It describes in detail how ISS developed its shareholder voting policies, determined its vote recommendations for its clients, and executed their votes come proxy season. It also provides some detail about the outlook for ISS's business in light of recent trends in capital markets and corporate governance.
The case describes the investment of hedge fund, Totem Point Management in Analog Semiconductors (ADI) as a way to discuss forecasting and valuation in growth companies. In June 2016, hedge fund Totem Point invested in ADI at around $55 a share. In general, Totem Point aimed for their investments to yield 50 percent returns over a two-year time horizon. It was now 2018, and Totem Point was evaluating whether to maintain its position in ADI, expand it, or close it and walk away with its (substantial) winnings from the investment. Though the stock had done well in the prior two years, it had recently seen numerous downgrades by sell-side analysts, as its price slid 15 percent from a historic high. The question facing Totem Point, was whether it would grow by a further 50 percent over the next two years. To answer this question, Totem Point considered growth trends in each of ADI's main end-markets: industrial applications, consumer applications, automotive applications, and telecommunications applications. If these end-markets expanded over the coming two years, ADI would do very well, but if they failed to expand, the stock would stagnate. Totem Point's task was to figure out which scenario was most likely and what that scenario would mean for the stock's price.
The case opens in December of 2018, with Sunil Duggal, the CEO of Dabur India (a multinational consumer goods conglomerate with a focus in Ayurvedic products) contemplating who should succeed him at the head of the company. The new CEO will have been the first since Dabur completed its transition from family management to professional management in 2002, and though publicly listed, the majority of the company's shares were still owned by the Burman family, who founded it in 1884. The case then describes how the Burman family grew the company until the mid-1990s, when professionalization began. The case explains the various obstacles and difficulties that the company overcame in the process of professionalization and explains how the family came to step back from the business. It specifies the nature of the family's involvement during Duggal's tenure as CEO, as the company expanded across the globe, and then it closes by returning to the question of what a professionalized, multinational family business should be seeking in its next CEO, sixteen years after it last confronted such a decision.
The case discusses the events leading up to the massive data breach at Equifax, one of the three U.S. credit reporting companies, the organizational and governance issues that contributed to the breach, and the consequences of the breach. The case supplement provides details of how Equifax recovered from the breach and changes the company made. On September 7, 2017, Equifax announced that the personal information of over 140 million consumers had been stolen from its network in a catastrophic data breach, including people's Social Security numbers, driver's license numbers, email addresses, and credit card information. The announcement sparked a massive backlash, as consumers and public officials questioned how a company that managed sensitive personal information about over 800 million individuals could have such insufficient security measures. It came to light that Equifax had been aware of critical faults in its cybersecurity infrastructure, policies, and procedures for years but had failed to address them. Equifax's public response also received criticism. CEO Richard Smith and numerous other executives resigned, and Equifax was left facing dozens of lawsuits, government investigations, and the potential for new regulation.