This case looks at the vagaries of Molson's corporate governance during the period from 1995 to 2003, which led to a declaration of the Molson Family Principles and a review of the board of directors' effectiveness initiated by Eric Molson, its chair. These actions proved particularly important in light of the attitudes, behaviours, decisions, and ambitions of Ian Molson, a distant cousin who sat on the board, and CEO Dan O'Neill. Patriarch of the Tom Molson (his father) clan and controlling shareholder of the company, Eric Molson needed to reaffirm the values and principles of his family by using his power of persuasion and influence and, if necessary, the (heavy) artillery to ensure the company's sustainability.

This case covers the discussions and events that took place in 2004 at the family, board, and executive levels at Molson Inc. (Molson). At that time, there was a debate between two strategic orientations: the merger of Molson with A. Coors & Co. (Coors) or the outright sale of Molson to a competitor. The case focuses on the interactions between key governance actors, including the chair, Eric Molson, the deputy chair, Ian Molson, the chief executive officer, Dan O'Neill, and other members of Molson's board of directors. Molson's status as a publicly traded family-controlled firm raises issues such as the importance of family support, the name of the entity resulting from any transaction, and the extent of family involvement in its governance.

This two-part case covers the discussions and events that took place in 2004 at the family, board, and executive levels at Molson Inc. (Molson). At that time, there was a debate between two strategic orientations: the merger of Molson with A. Coors & Co. (Coors) or the outright sale of Molson to a competitor. Case A focuses on the interactions between key governance actors, including the chair, Eric Molson, the deputy chair, Ian Molson, the chief executive officer, Dan O'Neill, and other members of Molson's board of directors. Molson's status as a publicly traded family-controlled firm raises issues such as the importance of family support, the name of the entity resulting from any transaction, and the extent of family involvement in its governance. Case B provides additional details regarding key events that followed the May 5 board meeting.

On July 21, 2004, Molson's board approved a merger of equals between Molson and Coors. For Eric Molson, chair of the board since 1988, and also head of the Molson family and controlling shareholder, this merger with a strategic partner of similar size would make the merged company - Molson Coors - the fifth-largest brewer in the world. Before this could happen, however, Molson shareholders had to be convinced that this merger would be fair to everyone, not just to the Molson family members who held Class B shares (with voting rights). The merger would require the approval of two-thirds of both the voting and non-voting classes of Molson shareholders. This was far from a done deal since a merger of equals is a zero-premium deal for shareholders. The case explains how Eric and other stakeholders managed to convince Molson shareholders to approve the merger of equals with Coors.

In 1988, Eric Molson became chair of the board of The Molson Companies Ltd. (TMCL). Founded in 1786, the company had focused on brewing beer until the mid-1960s, when it decided to diversify to promote its growth. In 1988, TMCL had four main divisions: brewing, chemicals, retail merchandizing, and sports (the Montreal Canadiens hockey team). Despite nagging doubts about diversification, Eric initially embraced the conglomerate strategy mapped out by his predecessors for the past two decades. He later realized, however, that it was time for TMCL's reign as a conglomerate to end. He firmly believed that Molson's future lay in going "back to beer" and becoming a global brewer. The case explains how, between 1988 and 1999, Eric and his board hired and fired several CEOs - John Rogers, Mickey Cohen, Norman Seagram, and Jim Arnett - in an effort to return Molson to its core business. Finally, in 1998, Molson's regained full ownership of Molson Breweries and, in 1999, Molson's sole focus returned to brewing. However, much remained to be done to secure Molson's position as a global player in the brewing industry. The case lays the groundwork for a discussion of strategy and corporate governance in the context of a large family-controlled business.