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This note provides a background on the US life insurance regimes for the life insurance industry, including descriptions of different types of insurance, annuities, and regulation.

This note is an excerpt from Professor Bob Pozen's book "The Mutual Fund Business" and is an introduction to mutual funds, contrasted with commercial banks.

The CEO of Ganeden Biotech, a small firm with several viable probiotic products but limited resources, must decide what markets to invest in and what intellectual property strategies will best serve its immediate and longer term business interests.

When the credit markets seized up in 2008, many heaped blame on "mark to market" accounting rules, which require banks to write down their troubled assets to the prices they'd fetch if sold on the open market - at the time, next to nothing. Recording those assets below their "true" value, critics argued, drove financial institutions toward insolvency. Proponents of marking to market, on the other hand, said it exposed executives' bad decisions. If not for this fair value accounting practice, investors would be kept in the dark about the banks' real state of affairs. In this article, Pozen, the chairman of MFS Investment Management, dispels the myths about fair value accounting. For example, it's untrue that most bank assets are marked to market - in 2008 just a third were. Not all write-downs reduce the banks' regulatory capital. Nor is it true that under historical cost accounting, companies don't have to acknowledge changes in market value; they're required to record permanent impairments to assets. After explaining the controversy, Pozen proposes a solution: new, transparent practices that would draw on the best of both historical cost and fair value accounting. If adopted, they could balance the banks' desire to present assets in a good light with investors' need to understand the banks' exposures - and perhaps make everyone happy.

Joe Kennedy, president and CEO of Pandora, one of the largest and most popular web (internet) radio broadcasters, had just received bad news. The Copyright Royalty Board (CRB) had announced its decision to increase the royalties required to be paid by the web radio industry by 2.5 times over the next five years, effectively pushing profitability for Pandora out of sight. Pandora was a "webcaster" that was based on the Music Genome Project, which codified various attributes of a song (making "music DNA"). Using this technology, Pandora could provide a selection of songs with similar "music DNA" to the user's initial choice. Pandora, however, along with other webcasters, was subject to a special statutory scheme regarding royalties, which were higher than the royalties for satellite radio and from which AM/FM radios were totally exempt. This case examines issues of copyright, the economics of new media, and the specialized laws established to regulate a new subset of an existing industry.

In 2006, Radiant Cosmetics president and CEO, Margaret Clark was contemplating the launch of a new, lip-plumping product called "Four Carat Pout." Clark faced many decisions concerning the launch: marketing the product as a luxury brand or a retail item; how to position the product as a possible starting point for an expanded anti-aging line; and how to market and distribute the product internationally, particularly in France. Issues of intellectual property were also essential to the launch: in the past, Radiant had faced problems with cosmetic counterfeits. With the launch of the new product Four Carat Pout, Clark needed to decide whether to pursue patents, copyrights and/or trademarks for various aspects of the new product. The case focuses on the interplay between marketing strategies and intellectual property issues in international fashion products.

John Mason, a principle at Oldwell Partners, was facing a decision of whether or not to invest in DiagnoFirst, a molecular diagnostics firm. DiagnoFirst's key product was a genetic test that identified a subset of prostate cancer patients with a high risk of clinical progression and death. DiagnoFirst had applied for patents, in both the U.S. and EU, for the sequence of 40 genes, the new methodology for gene amplification, and the specific mechanics of the genetic tests. Mason's decision to invest in DiagnoFirst was based in part on the likelihood of obtaining patents and in part on the projected cash flows of the business under various scenarios. This case examines issues of intellectual property in science, international differences in patent law, and the decision-making process of venture capital in biotechnology deals.

In 2008, Daqi was one of the largest Internet portals for user-generated content and leading word-of-mouth marketing provider in China. Grace Zhou, Daqi's CEO, was contemplating the risks and benefits of expanding Daqi's services into three new content areas-news, music, and popular bloggers. Each potential area of Daqi's expansion offered extensive benefits, such as major growth opportunity, as well as risks, including private lawsuits, government censorship, and significant capital investments. The case focuses on how Zhou must weigh the pros and cons of expansion both in each of these three areas, as well as the potential of a merger.

In April 2005, Alexandra was the owner of an Australian farm that produced olives, including Kalamata table olives. Alexandra had invested in the expansion of her farm in anticipation of the evolution of her market from domestic trade in Australia to international export. There was, however, a disruptive dispute before a WTO tribunal between Australia and the EU regarding the protection of Geographical Indications, which identify a product's origins and are treated as trademarks in some respects by international trade rules. Though Alexandra prepared her Kalamata olives in the traditional Kalamata technique, her use of the regionally specific name was threatened by the intellectual property rights provided by GIs. The case focuses on what should be the legal outcome of the WTO dispute, as well as possible business strategies by Alexandra in the event of an adverse outcome to Australia.

Supplement to 309114

This note details the use and treatment of Covenants not to Compete in the United States, United Kingdom and France to compete or trade secrets versus patents as alternative ways to protect a business' intellectual property.

This note analyses and compares the legal definitions and practical applications of Business Method and Software Patents in the United States and European Union.

As the dust settles on the recent frenzy of private equity deals (including transactions topping $20 billion), what lessons can companies glean? Directors and executives of public companies may now be slightly less fearful of imminent takeover, yet the pressure remains: They face shareholders who wonder why they aren't getting private-equity-level returns. Rather than dismiss the value private equity has created as manipulated or aberrant, public company leaders should recognize the disciplined management that often underlies it. Pozen, a longtime leader in the financial services industry, finds that in the aftermath of buyouts, companies undergo five major thrusts of reform. These translate into five key questions that directors should pose to senior management: Have we left too much cash on our balance sheet instead of raising our cash dividends or buying back shares?; Do we have the optimal capital structure, with the lowest weighted after-tax cost of total capital, including debt and equity?; Do we have an operating plan that will significantly increase shareholder value, with specific metrics to monitor performance?; Are the compensation rewards for our top executives tied closely enough to increases in shareholder value, with real penalties for nonperformance?; Finally, does our board have enough industry experts who have made the time commitments and been given the financial incentives necessary to maximize shareholder value? The era of private equity is far from over--the top funds have become very large and are likely to play an influential role in future market cycles. Boards that ask these questions, and act on them, won't just beat the takeover artists to the punch. They will build stronger businesses.

In June 2006, Norway's Pension Fund decided to divest its position in Wal-Mart Stores, Inc. after an investigation by the Fund's Ethics Council. According to a spokesperson of Norway's Finance Ministry, "The recommendation to exclude Wal-Mart cites serious and systematic violations of human rights and labor rights." Before making its recommendation to the Ministry to divest Wal-Mart, the Council sent its findings to the retailer for comment, but received no response. While Wal-Mart did not respond, the company had taken several steps to strengthen its ethical standards worldwide in recent years.

Spreadsheet Supplement for case 308019

What's the rationale for dividing the roles of chairman and CEO? Studies show that, usually, doing so has no effect on the company's performance.

Wise allocation of assets across both stocks and bonds can help companies reap higher returns from an asset mix that includes equities without assuming unacceptable risk.

The U.S. Social Security system is in deep trouble--and that's not just bad news for your friends and family. It's also bad news for your company. Unless the Social Security system is changed, by 2041 the system will be utterly insolvent. In the next decade, the very prospect of the rising deficit will mean serious pressure on recent tax cuts, higher long-term interest rates, increased pension-funding costs, and other punishing conditions for U.S. businesses. Executives need to participate in the growing debate about Social Security reform, says Robert Pozen, a visiting professor at Harvard Law School who served on the President's Commission to Strengthen Social Security. In this article, he urges business leaders to take a stance on how the system should be reformed, suggesting they work with interest groups to make their voices heard. Pozen outlines the three main alternatives executives might choose to support: increasing contributions to Social Security, decreasing the growth of benefits for more affluent workers, and increasing investment returns on Social Security assets. What's needed to fix the current system, he contends, is a careful balance of all three.

Institutional investors, who now own a majority of the voting stock of publicly traded U.S. companies, have an influence on the way these companies are run. And given their influence, institutions are under increasing pressure to become activist shareholders. But institutional investors are not interested in the day-to-day management of any portfolio company; their goal is to achieve their clients' financial objectives. To decide whether and when to become active, an institutional investor compares the expected costs of a course of action, from a proxy fight to an informal discussion with management, with the expected benefits, which are difficult both to predict and to measure. If corporate executives understood what motivates the decision making of institutional investors, they would realize that institutions are not out to take control of U.S. corporations or to lobby for the German-Japanese model of intense institutional involvement. Given the rigors of the cost-benefit test, activism turns out to be the best strategy in very few cases.