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For the board of The We Company-better known as WeWork-August 14, 2019 promised to be a pivotal day. It was then that WeWork's IPO prospectus, known as an S-1 filing, would be made public, giving potential investors, the media, and the general public a window into the company's inner workings. Under U.S. securities laws, a company planning to offer new securities for sale to the public was required to file a Form S-1, or registration statement, with the U.S. Securities and Exchange Commission (SEC), whose mandate was to evaluate companies' compliance with SEC disclosure rules, not the quality of the investment. In anticipation of that day, WeWork's directors had an opportunity to review the S-1-as presented in a series of some two dozen excerpts from the S-1 in the exhibits to the case-and offer the management team any final comments and suggestions for changes.

Supplement to HBS Case 319-046. The case describes the events that took place in the run-up to the 2018 Annual General Meeting, the voting outcome, key perspectives on success factors, and the challenges that The Weir Group faced in the near future.

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the company's executive remuneration system. The stakes were high: two years earlier shareholders had so roundly rejected a proposal to reform the company's executive pay arrangements that the result had hit the headlines. A new pioneering proposal had been put together-one that, if successful, would not only mark a dramatic change for the company but would also serve as a test case for executive pay reform in the whole United Kingdom. Should they go ahead? How a second failure to get shareholders' approval would be recorded in the chronicle of a company soon to celebrate its 150th anniversary?

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words "benefits," reflecting its human resources technology products, and "zen," loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved "unicorn" status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words "benefits," reflecting its human resources technology products, and "zen," loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved "unicorn" status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words "benefits," reflecting its human resources technology products, and "zen," loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved "unicorn" status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

Less than a year after joining the board of African Bank Investments Limited (ABIL), the newest director finds himself in difficult discussions with other directors about removing the struggling company's CEO. The case is set in South Africa in mid-2014 as shares in ABIL, which traded on the Johannesburg Stock Exchange, are declining precipitously. The case describes ABIL's origins and evolution, including the acquisition and growth of its wholly owned subsidiary African Bank, a provider of unsecured loans to help individuals pay for expenses such as vehicle repairs, home renovations, funeral costs, medical bills, and education. As ABIL's profits rose and share price soared, it became the darling of analysts. However, when the South African economy turned sour, customers started defaulting on their loans, and ABIL and African Bank began to struggle. As ABIL's stock price dropped, the management team faced difficult questions about the company's lending practices, risk management processes, and plans to turn the business around. By 2014, the situation was grim, and pressure mounted from shareholders and market regulators for the board to take action. The case details the history of unsecured lending in South Africa, describes the regulatory, social, and legal contexts for the company and its business model, and explores the company's unique corporate structure and executive and director dynamics.

Less than a year after joining the board of African Bank Investments Limited (ABIL), the newest director finds himself in difficult discussions with other directors about removing the struggling company's CEO. The case is set in South Africa in mid-2014 as shares in ABIL, which traded on the Johannesburg Stock Exchange, are declining precipitously. The case describes ABIL's origins and evolution, including the acquisition and growth of its wholly owned subsidiary African Bank, a provider of unsecured loans to help individuals pay for expenses such as vehicle repairs, home renovations, funeral costs, medical bills, and education. As ABIL's profits rose and share price soared, it became the darling of analysts. However, when the South African economy turned sour, customers started defaulting on their loans, and ABIL and African Bank began to struggle. As ABIL's stock price dropped, the management team faced difficult questions about the company's lending practices, risk management processes, and plans to turn the business around. By 2014, the situation was grim, and pressure mounted from shareholders and market regulators for the board to take action. The case details the history of unsecured lending in South Africa, describes the regulatory, social, and legal contexts for the company and its business model, and explores the company's unique corporate structure and executive and director dynamics.

In the battle for control over China Vanke, the Chinese securities regulator steps in to censure Vanke and Baoneng for acting against the interests of the market and minority shareholders. The Chinese insurance regulator also finds Baoneng to be in violation of insurance regulations, and subjects its insurance arm to severe restrictions on further sales of its products. A rival private property developer, China Evergrande, also joins the fray, buying enough shares to become Vanke's third largest shareholder. The case finally relays how the battle for control winds down and the eventual resolution.

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors' mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's allegations, and also responds to the Shenzhen bourse's inquiries regarding the validity of the board vote.

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed transaction.

The case opens with Said Darwazah, chairman and CEO of Hikma Pharmaceuticals, the multinational generics company, anticipating the company's 2017 AGM and reflecting on changes made over the previous year to address concerns expressed by proxy advisors and some shareholders about Hikma's reliance on a combined chairman/CEO position, the long tenure of some directors, and the company's approach to executive pay. The case describes Hikma's origins as Jordanian pharma company founded by Darwazah's father in 1978, and traces the evolution of its governance as a private family company, then as publicly-traded company listed on the London Stock Exchange in 2005, and finally as a member of the FTSE 100, beginning in March 2015. Ahead of the 2017 AGM, Darwazah is confident that shareholders will approve changes made to the company's executive incentive plan (EIP) and steps taken to accelerate the turnover of long-serving directors, but he wonders how much longer the company will be able to continue with a combined Chairman/CEO and, more generally, how to marry the high level of governance expected by shareholders with the entrepreneurial spirit that had driven Hikma's growth and development.

Snap Inc.'s chairman must decide how to address investor concerns about the company's unprecedented plans to issue only non-voting shares in its upcoming IPO. The case is set in early 2017 following the public availability of Snap's IPO filing with the U.S. Securities and Exchange Commission (SEC). It describes the company's meteoric rise from its conception by its young founders in 2011 to its multi-billion dollar valuation. When Snap filed for its long-anticipated IPO that could value it at more than $20 billion, it described its plans to go public with three share classes providing public investors shares with no votes on matters customarily put to a shareholder vote and allowing its two co-founders control over such matters. The case details the checkered history of multiple share class structures, highlights arguments for and against them, and explores the potential implications for index funds. Investors managing over $3 trillion sent a letter to Snap Chairman Michael Lynton and Co-Founders Evan Spiegel and Robert Murphy asking them to reconsider the share structure just one day after the company's S-1 was made public. As controversy mounted and with the IPO possibly just a month away, Lynton must decide how to respond to the investors' letter.

Snap Inc.'s chairman must decide how to address investor concerns about the company's unprecedented plans to issue only non-voting shares in its upcoming IPO. The case is set in early 2017 following the public availability of Snap's IPO filing with the U.S. Securities and Exchange Commission (SEC). It describes the company's meteoric rise from its conception by its young founders in 2011 to its multi-billion dollar valuation. When Snap filed for its long-anticipated IPO that could value it at more than $20 billion, it described its plans to go public with three share classes providing public investors shares with no votes on matters customarily put to a shareholder vote and allowing its two co-founders control over such matters. The case details the checkered history of multiple share class structures, highlights arguments for and against them, and explores the potential implications for index funds. Investors managing over $3 trillion sent a letter to Snap Chairman Michael Lynton and Co-Founders Evan Spiegel and Robert Murphy asking them to reconsider the share structure just one day after the company's S-1 was made public. As controversy mounted and with the IPO possibly just a month away, Lynton must decide how to respond to the investors' letter.

Leaders of the mid cap buyout group at Ardian, the Paris-based private equity firm led by Dominique Senequier, have been asked to review and assess the governance model the firm uses for majority-owned companies in its portfolio. The case describes the governance model and then shows how it has worked in practice at two companies: Italy's orthopedic implant maker Lima Corporate and French chemical company Novacap. For each company, the case describes how Ardian decided on the investment and established a board of directors, and details the deliberations around some of the critical decisions made by each board during Ardian's tenure as majority shareholder. Through the two examples of Lima and Novacap, the case invites students to evaluate Ardian's approach to corporate governance in its portfolio companies and to recommend possible changes or improvements.

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.

Describes the basic elements of a typical corporate compliance or ethics program, focusing on the components of an "effective" program set forth in the U.S. Organizational Sentencing Guidelines as revised in 2010. Outlines key issues in program design and implementation and provides an overview of relevant research.