Reeling from the economic effects of closures wrought by the coronavirus pandemic, the Walt Disney Company (Disney) was at a pivotal junction. Even though COVID-19 case counts were rising in Florida, the state government had announced numerous reopening measures and guidelines for theme parks and resorts, indicating the state’s desire for businesses to start returning to “normal.” On May 21, 2020, the Universal Orlando Resort—one of Disney’s major competitors in theme parks—announced that it would be following the guidelines and reopening on June 5, 2020. Consequently, Disney had to decide when and if to reopen its Walt Disney World Resort, also based in Orlando, despite rising case counts.
In 2017, the chief executive officer (CEO) and chief financial officer (CFO) of Swiss-based BauZentral, a privately owned family business, faced a restructuring challenge. BauZentral produced and sold electrical systems, plumbing systems, and smart security and energy solutions. In 2014, when the current CEO took over from his father, the company needed to address the growth associated with its successful international acquisition strategy. However, the firm’s historical structure maintained tight family control, which needed to change to address the realities of the international expansion. The CEO and CFO recognized that the firm had too many different regions with different market conditions, products, and competitive environments to be effectively run from the head office. The CEO and CFO planned to use the family constitution and the firm’s financial targets as criteria to devise a governance system to align the interests of management with the interests of the family owners. Their aim was to restructure the organization to achieve the firm’s goal of becoming a global supplier while also respecting the family’s values. What type of new governance and compensation structure should they design for the firm?
On November 14, 2017, Aurora Cannabis Inc. (Aurora) made a proposal to CanniMed Therapeutics Inc. (CanniMed) to acquire all of CanniMed’s issued and outstanding common shares in a share exchange that valued CanniMed’s common shares at a premium of almost 30 per cent over the previous day’s share price. In its proposal, Aurora requested a response from CanniMed’s board of directors by November 17, 2018, in the absence of which it intended to launch a formal, hostile takeover bid. Instead of responding to Aurora’s offer, CanniMed’s board of directors issued a news release advising shareholders to take no action regarding Aurora’s bid and announcing that CanniMed had entered into an agreement to wholly acquire Newstrike Resources Inc. (Newstrike). As a result, Aurora took its bid directly to CanniMed shareholders, with a condition that CanniMed terminate the proposed Newstrike acquisition. Now CanniMed investors had to carefully consider their alternatives: should they tender their shares to Aurora’s bid, or should they hold on to their shares according to the CanniMed board’s recommendation and then decide whether to vote in favour of the Newstrike transaction?
In December 2017, Ali Asher, the second-eldest child of Aziz Asher, was conducting research for his father on the best way to restructure the family business to prepare for succession. Asher’s parents and siblings all lived in Canada, while Ali had been running a start-up in India for nearly two years. The family had a real estate and construction business in Vancouver, British Columbia. Ali’s older sister had special needs and lived with her parents, so any family estate plan would need to consider her ongoing care and well-being. His brother, who lived in a suite in the family residence, had a close bond with this sister, worked closely with their father, and had personally invested in one of the family’s main real estate assets. The second sister lived in an apartment in Toronto, which the family had helped her purchase, and had little interest in the family business, though she wished to receive an equitable share of the overall estate. Ali believed that the family business and estate were highly vulnerable to both internal and external forces; he needed to recommend a suitable option for safeguarding the family’s estate and transitioning the family business to the children in a manner that would satisfy both his father’s conditions and the wishes of the other family members.
A medium-sized Canadian provider of specialized educational products and services, Canada Specialization Providers, had a subsidiary, CS Publishing Inc. (CSPub), which sold specialty learning materials around the world. Although the company's costs and revenues were almost exclusively in Canadian dollars and its subsidiary, CSPub, had most of its costs in Canadian dollars, this subsidiary also had a large and growing revenue base in other currencies. Upon consolidation, the parent company was exposed to different currencies through CSPub. The foreign currency values were currently relatively minor, but in March 2019, CSPub was in the process of a large global expansion that would expose both the subsidiary and the parent to new sources of currency risk. The director of CSPub needed to clarify the company's current and expected future exposures to currency risk and determine how these exposures might affect the parent company. She also needed to identify the processes that could help manage these future risks and decide which of these processes to implement, if any.
After the management of Magna International Inc. (Magna) tabled a proposal to shareholders in May 2010 to acquire all of Frank Stronach's Class B voting shares for approximately US$1 billion, vociferous opposition emerged, heavily criticizing the process by which the terms had been agreed on and the lack of information provided by the board. The Ontario Securities Commission ruled that Magna needed to provide more information to shareholders. In compliance with that order, Magna released an amendment that included a report from its financial advisor, its advisor’s advice to the Magna board, and PricewaterhouseCooper's evaluation of the deal. In late August 2010, a Magna shareholder needed to decide whether to keep or sell her shares, and wanted to understand what amount, if any, would have been appropriate for Stronach’s Class B voting shares. As a consumer conscious of the environmental, social, and governance aspects of a corporation, she was also concerned whether Magna’s board and special committee had applied good governance principles.
In early 2016, ChimpChange Limited, a financial technology (fintech) start-up, had started operations in California and already had more than 80,000 customers. The company needed capital to acquire more customers in order to become cash-flow positive, as was the case with most start-ups. ChimpChange Limited should have been able to attain the break-even number of customers within another year or so, but it needed capital to execute a marketing campaign to attract these customers. It had already undergone several series of funding rounds. At this point, should it return for a series C funding round or should it raise funds through an initial public offering (IPO)? If it were to opt for an IPO, where should this take place?
In 2014, Song Weiping, the founder, chair, and major shareholder of the high-end residential property developer Greentown China Holdings Limited (Greentown), based in Hangzhou, China, had started to consider decreasing his involvement in his company. Without any family to provide an obvious successor, Song had to evaluate different ways to leave the business he founded. The alternatives ranged from selling all or part of his holdings to keeping his shares but having someone else manage the company. If he chose to resign his position as chair and remain as a financial investor, he would have to find a suitable successor to act as chief executive officer. If he chose to sell his interest in the company, what criteria should he use to determine the best buyer or buyers? How much should he sell, and how could he determine a fair price?
In 2016, Chinese football club Guangzhou Evergrande Taobao Football Club (Evergrande), which had recently been crowned the most valuable football club in China by Forbes magazine, with a valuation of US$282 million, simultaneously had a market capitalization in China of over US$3.3 billion. The team had yet to earn a profit, so these valuations raised questions regarding how this team in particular was valued and how sports franchises were valued in general. Many sports teams tended to lose money as they built their talent base, and investors often valued such assets in a way that was similar to the valuation of technology stocks. A football fan who was interested in investing in the Evergrande club was concerned about the high price for its shares. He wondered whether the club was really worth this much money and whether its stock price could continue to rise in future. To answer these questions, he needed to understand how the team was valued.
The chief executive officer (CEO) of a family business is considering options available to owners of the business to monetize their shareholdings. Since the shares in privately-owned firms are illiquid, the family members may have significant wealth on paper, but they do not have large amounts of cash available. The second generation looking at retiring would like to realize some of the value from the firm they have worked to build and, at the same time, coordinate that planning with the best interest and intent of the other, younger shareholders. The owners need to consider not only the alternatives available to monetize illiquid shareholdings for investors in private firms, but also how to value illiquid shares based on the CEO’s recommendations. The challenge facing the CEO, however, is reconciling the conflicting business ramifications involved in the process without compromising the company’s strategic vision and the interests of family members.
The director of the investment wing of a financial-services provider must decide whether his firm should continue to invest in the former frontrunner in the personal-computer industry or switch strategies and invest instead in an up-and-coming competitor. At a time of significant technological change and slowing global growth, the director and his team of analysts set out to create an in-depth assessment of the personal-computer industry in order to make an informed decision about their firm’s optimum investment choices.
A small startup firm in the environmental services industry has spent the majority of its time developing its technology and overcoming the significant regulatory hurdles involved in bringing its technology to market. Having achieved success with the technology, the company must now decide which path to take to grow. The owners can try to raise the money themselves through a bank loan and do the expansion on their own terms. On the other hand, they can forge a financial partnership with a venture capital firm or a strategic partnership with another firm, or they can issue preferred shares to a local investment fund or corporate bonds to a local insurance company. These alternatives will share the risks and expense of expansion, but the company may lose some autonomy in its decision making in future.
Following the revelation of a US$2 billion loss on trading at JP Morgan’s chief investment office (CIO) in London, the company’s board of directors is tasked with recommending changes to its risk management practices and corporate governance structure. The case provides background on JP Morgan's well-respected risk management infrastructure and discusses how the CEO focused on its historic strength in risk management to argue against the need for the United States to implement the strict regulations contained in the Dodd-Frank Act and the associated Volcker Amendment. The role of regulation is significant. As a result of trying to meet the tighter requirements of these U.S. standards as well as the new Basel III accord, the CIO took on significant derivative positions that were not well understood and, rather than decreasing the firm's risk exposure, actually increased it. Of further interest is the concurrent change in JP Morgan's method of calculating risk, which allowed for a significant reduction in risk measurement and thus an improvement in the firm's level of risk-weighted assets.
The case deals with how the investment banker advising the chief financial officer of Melco Crown Entertainment Limited (MCEL), a casino and entertainment company based in Macau, will suggest the company finance two new gaming resorts currently under construction. The development of these properties has stopped because of insufficient funding, and project timelines have started to be questioned. A decision regarding the best means to raise the necessary capital needs to be made quickly or MCEL may not be able to capitalize on the lucrative, growing gaming market in Macau. The advice must consider both the immediate need to raise capital to get the projects back on track as well as the need for long-term financial flexibility to take advantage of future opportunities. The case considers a variety of domestic and international options to determine what best meets MCEL's needs.
Prada currently requires a significant amount of capital both to re-finance debt that is maturing in the next six to twelve months and to finance its intended growth into the Asian (especially Chinese) markets. Since financial markets are aware of Prada’s pressing need to raise capital, it is important for the board of directors to develop a credible strategy for raising the necessary capital of at least €1 billion. Although the press has been suggesting that Prada will do an initial public offering, the company has tried this several times in the past with no success, mainly because of bad timing (9/11, the SARS outbreak, and the ongoing global financial crisis and European sovereign debt crisis). The board has approached Guido Santini of the investment bank Grupo Capo Milano to come up with a number of credible alternatives and a strategy for raising the needed capital.
The Global Financial Crisis (2007-2009) has provided fertile ground for careful consideration of how the financial services industry operates. For many years it had been asserted that markets can self-police so that regulation and careful oversight are not required. The events from the crisis have caused many of the strongest proponents of this view, such as Alan Greenspan (former chairman of the Federal Reserve), to publicly acknowledge the problems with this belief. This case considers the events leading up to and following the bailout of AIG to allow for a discussion of how different internal and external factors contributed to the crisis at AIG, and the importance of studying each of them more carefully to avoid such problems in the future.
The case examines the issues faced by a hotel management and development company as it tries to increase the return to its shareholders. The firm’s major shareholders have commented that they believe the firm is currently under-valued, so management is considering several means of unlocking extra value. Due to difficult economic conditions resulting from the global economic crisis, there are many opportunities as well as many risks to the alternatives the company is considering. The case provides the opportunity to use several different valuation methods to determine if the company is, in fact, undervalued. It also leads to a discussion of several alternatives for unlocking value, including starting an active acquisition strategy or re-organizing the corporate structure with either an updated capital structure or conversion to a real estate income trust.
The case presents the situation faced by the board of directors at Hydro One, a government-owned Canadian electric utility, as they discuss updating the current executive compensation packages because of the pending privatization of Hydro One. As a government owned enterprise, compensation was moderated by the job security and prospects of career advancement in the public sector, but the imminent privatization required the compensation system to be revisited. The case presents details of the current compensation system for Hydro One's key officers and the comparative data for their counterparts at similar firms. The case allows for discussion of the interplay between corporate governance processes, the corresponding responsibilities of directors and the decisions they make, in particular chief executive officer and executive compensation. The postscript to the case allows for a lively class room discussion of corporate governance, fiduciary responsibility and communication among major stakeholders.