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On July 24, 2023, the leading Indian consumer goods company ITC Limited announced a plan to demerge its hotel business into a separate subsidiary named ITC Hotels Limited and list it on a stock exchange. ITC Limited would retain a 40 per cent stake, while the remaining 60 per cent would be distributed to shareholders. The company argued that this demerger would unlock value for shareholders by providing them with a direct stake in the new company and an independent market valuation. Despite this rationale, ITC Limited’s stock price fell upon the announcement, reflecting market concerns about the retained 40 per cent stake and potential capital expenditure burdens. Investor advisory firms had mixed reactions, but shareholders were asked to make a decision and vote on whether to approve or oppose the demerger.

Spreadsheet to accompany product 9B19N016.

In October 2016, the board of Tata Sons, a company in the Tata Group, India’s largest business group, decided to remove Cyrus Mistry from the chairmanship of its board. Subsequently, Tata Sons appealed to the shareholders of the other Tata Group companies, including Tata Steel Limited, to also remove Mistry from their boards. The shareholders of Tata Steel were informed that an extraordinary general meeting had been called to vote on two resolutions that would decide whether Mistry and another independent board member should continue as directors of Tata Steel or be removed from their positions. How could the shareholders make a thoughtful and forward-thinking decision on the two resolutions?

In October 2016, the board of Tata Sons, a company in the Tata Group, India's largest business group, decided to remove Cyrus Mistry from the chairmanship of its board. Subsequently, Tata Sons appealed to the shareholders of the other Tata Group companies, including Tata Steel Limited, to also remove Mistry from their boards. The shareholders of Tata Steel were informed that an extraordinary general meeting had been called to vote on two resolutions that would decide whether Mistry and another independent board member should continue as directors of Tata Steel or be removed from their positions. How could the shareholders make a thoughtful and forward-thinking decision on the two resolutions?

Student spreadsheet to case W19489

Spreadsheet for product 8B17N014.

Teaching note for products 9B17N014/15.

On January 28, 2014, the management of Maruti Suzuki India Limited (MSIL) surprised the market by announcing that its plant in Gujarat would be operated as a subsidiary of Suzuki Motor Company of Japan, MSIL’s parent company, rather than by MSIL. The stock price fell by 8 per cent that day. The days following this announcement were marked by justifications by MSIL management about the benefits of the new structure and allegations by some analysts and fund managers that it was against the interests of minority shareholders. MSIL management took more than 20 months to send a letter to shareholders asking for their approval of the decision taken by the board. At that point, the shareholders needed to decide whether to support or oppose the decision.

Supplement for product 9B17N014.

Supplement to case W17471.

On January 28, 2014, the management of Maruti Suzuki India Limited (MSIL) surprised the market by announcing that its plant in Gujarat would be operated as a subsidiary of Suzuki Motor Company of Japan, MSIL's parent company, rather than by MSIL. The stock price fell by 8 per cent that day. The days following this announcement were marked by justifications by MSIL management about the benefits of the new structure and allegations by some analysts and fund managers that it was against the interests of minority shareholders. MSIL management took more than 20 months to send a letter to shareholders asking for their approval of the decision taken by the board. At that point, the shareholders needed to decide whether to support or oppose the decision.

On July 24, 2013, the management of Ambuja Cements Limited announced the merger of Holcim (India) Private Limited with Ambuja Cements in a two-stage process. First, Ambuja Cements would buy a 24 per cent stake of Holcim (India) from Holderind Investments Ltd. of Mauritius for ?35 billion. Subsequently, Holcim (India) would be merged with Ambuja Cements. The management of Ambuja Cements projected huge synergy from the merger, whereas proxy firm advisors called it corporate misgovernance. The case gives students an opportunity to analyze this two-step transaction to determine whether it compromised the interests of minority shareholders. The case also presents an opportunity to estimate the marginal impact of the transfer of cash and the cancellation of shares on the stock price of the acquiring company.

On July 24, 2013, the management of Ambuja Cements Limited announced the merger of Holcim (India) Private Limited with Ambuja Cements in a two-stage process. First, Ambuja Cements would buy a 24 per cent stake of Holcim (India) from Holderind Investments Ltd. of Mauritius for ₹35 billion. Subsequently, Holcim (India) would be merged with Ambuja Cements. The management of Ambuja Cements projected huge synergy from the merger, whereas proxy firm advisors called it corporate misgovernance. The case gives students an opportunity to analyze this two-step transaction to determine whether it compromised the interests of minority shareholders. The case also presents an opportunity to estimate the marginal impact of the transfer of cash and the cancellation of shares on the stock price of the acquiring company.