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Ayr Muir, founder and CEO of Clover Food Lab, has grown his restaurant chain from a single food truck to 11 thriving stores but he has no interest in running a regional chain. His ambition is to change the way America eats and his goal is national expansion. As he surveys the competitive landscape and the forces shaping the restaurant industry in 2016, however, he must decide whether to pause the company's planned expansion beyond the greater Boston area and pursue other opportunities for growth or continue to expand Clover's geographic footprint.

When faced with the increasing accumulation of its stock by activist investors led by Daniel Loeb's Third Point LLC and the activists' stated objective to replace management and at least some Sotheby's Board members, Sotheby's, the world's oldest auction house, responded with the adoption of a rights plan, also known as a poison pill. Third Point then sued seeking to overturn the plan. The case presents excerpts from the Delaware Chancery Court's opinion on Third Point's motion to enjoin Sotheby's shareholder meeting until the viability of the rights plan could be determined.

After extensive planning, Ian Calhoun, (MBA 2010) who was also a chef trained in Paris at Le Cordon Bleu, and two co-founders launched 80 Thoreau, a "progressive fine dining" restaurant in Concord, MA that became a local favorite as well as a special occasion destination. After five years of successful operations, the founding team contemplated opening a second restaurant in Boston's Back Bay. Building on the game plan for and lessons learned during the opening of 80 Thoreau, Calhoun and team developed a plan for Mooncusser Fish House and Moon Bar. But as the decision to launch or scupper the new restaurant drew near, the team had to decide whether they had hit upon the right concept, found the right location, and had the managerial capacity to succeed. Would the 80 Thoreau investor group back the project or would the founders need to find new financial backers? Was this the right time to expand?

Varsity Brands, the leading manufacturer of cheerleading uniforms in the U.S., obtained copyright protection for certain designs of stripes, chevrons, color blocks and lines on cheerleading uniforms. Star Athletica, a newcomer in the field, used those designs in its own uniforms and was promptly sued by Varsity for copyright infringement. Star countered that cheerleading uniforms were useful articles and, as such, were excluded from copyright protection. In a case that went all the way to the U.S. Supreme Court, the issue of whether certain designs of or on a useful article were sufficiently separable from the article's utilitarian aspects. If they were separable, then they may be eligible for copyright protection. The outcome of the case could provide the more than $300 billion U.S. fashion industry with long sought protection from knock-offs.

The sudden departure to Hewlett- Packard of a top level EMC Corporation executive who had full knowledge of EMC's operations, business plans, and key personnel ignited a bi-coastal battle between two fierce rivals that was played out in courts competing for jurisdiction and states with diametrically opposed laws and public policies concerning non-competition agreements. The enforceability of the employment contract at the core of the case is explored in the context of motion pleading and preliminary relief and litigation strategy is presented as part of a company's overall business strategy.

The sudden departure to Hewlett- Packard of a top level EMC Corporation executive who had full knowledge of EMC's operations, business plans, and key personnel ignited a bi-coastal battle between two fierce rivals that was played out in courts competing for jurisdiction and states with diametrically opposed laws and public policies concerning non-competition agreements. The enforceability of the employment contract at the core of the case is explored in the context of motion pleading and preliminary relief and litigation strategy is presented as part of a company's overall business strategy.

Supplement to case 317088. After deciding to oppose the Dell MBO, T. Rowe Price together with other dissident Dell shareholders sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders for their Dell shares. T. Rowe Price discovered, however, that a voting glitch had resulted in T. Rowe's shares being voted in favor of the transaction thus potentially disqualifying it from obtaining the increased value resulting from the appraisal. What obligations did T. Rowe have to its fund and other investors and should it do?

T. Rowe Price's mutual funds, separate accounts, institutional investors and retirement accounts were in the aggregate Dell Inc.'s third largest shareholder in 2013 when Dell announced a management-led buy-out, or MBO, structured as a merger. In considering whether to vote for or oppose the transaction, Brian C. Rogers, chairman and chief investment officer at T. Rowe, and his team had to consider whether the price offered represented the fair value of Dell. In addition, if Rogers concluded the merger price did not represent fair value, should T. Rowe simply sell its shares, or was it is the best interests of T. Rowe's fund and other investors to oppose the deal risking its possible collapse? And if T. Rowe opposed the transaction but it was nevertheless approved, should T. Rowe pursue appraisal of its shares in the Delaware courts?

In three mini-cases, readers see a range of disputes in competition law -- and apply legal principles to assure fair competition.

Oracle's proposed acquisition of Sun was on a fast track until the EC's antitrust concerns about open-source MySQL ignited a transatlantic war of words delaying the deal. Sun's performance suffered and its customers were approached by competitors while regulatory objections were debated and tensions rose between U.S. and EC regulators.

Oracle's proposed acquisition of Sun was on a fast track until the EC's antitrust concerns about open-source MySQL ignited a translantic war of words delaying the deal. Sun's performance suffered and its customers were approached by competitors while regulatory objections were debated and tensions rose between U.S. and EC regulators.

In July 2007, after several failed attempts to acquire Huntsman Corporation, Hexion/Apollo prevailed in a bidding war for the company and signed a definitive merger agreement. Apollo had down bid Huntsman during previous attempts to acquire the company, and Huntsman was suspicious. That suspicion, coupled with Huntsman's leverage that resulted from a competitive bid situation, prompted and enabled Huntsman to negotiate seller friendly terms. For example, there was no financing contingency, and although the merger agreement contained both a material adverse effect (MAE) clause and a reverse termination fee, the potential damages if Hexion/Apollo breached the agreement were uncapped. As the credit markets deteriorated in late 2007 and into 2008 and Huntsman turned in disappointing financial results, the Huntsman deal no longer looked attractive to Hexion/Apollo. Hexion/Apollo wanted out. Would the material adverse change (MAC) clause in the merger agreement permit Hexion/Apollo to simply walk away? Even if the MAE clause were not applicable, could Hexion/Apollo walk away by paying the reverse termination fee? Or were potential damages uncapped?

To be used with Hexion/Apollo's Courtship of Huntsman Corporation (A) 316-028.

This Note introduces the Module on Responsibilities to Customers taught in Leadership and Corporate Accountability, a required course in the Harvard Business School MBA program. The Note outlines the asymmetries inherent in the company-customer relationship and positions the economic, legal and ethical responsibilities of companies to their customers as ways of addressing these asymmetries.

This note considers common legal pitfalls associated with the launch of new products. A series of questions are presented that companies poised to launch a product should keep in mind. Questions about advertising, pricing, and branding are explored, as well as who in a product's supply chain might bear liability if the product is faulty.

In 2013 Ning Tang, who in 2006 founded CreditEase as a broker of P2P loans to unbanked individuals and small businesses in China, confronts the challenges of rapid growth and expansion in a changing regulatory environment. CreditEase needs to develop technology to manage its growth, address issues related to the company's expansion into products and services for China's growing high net worth (HNW) population, including questions about the suitability of its products and its vulnerability to bad debt losses and a potential leveling off of the growth in China's economy, and adjust to new and more intensive regulatory oversight. What should Tang do to position CreditEase so that it can continue to fulfill its mission of making financial products and services available to millions of underserved Chinese while branching out into other, potentially riskier lines of business and ensuring continuing compliance with evolving laws and regulations? Will its rapid growth be sustainable?