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This case focuses on a junior partner at a private equity (PE) firm who sits on the board of one of the firm's portfolio companies. In the case, the board member asks the CEO to accelerate a cost-cutting initiative and looks to a seasoned industry veteran who is also a PE-appointed director for reinforcement. When the second board member sides with the CEO instead, the young director must consider how to respond.

In 2017, Jan Juchelka, the new CEO of Komerční Banka, identified the need for the bank to start an enterprise wide agile transformation. He started by working to create a sense of urgency to kick-start a process to enable the level of service delivery to customers he believed is necessary to prepare for a future of increased levels of competition from both traditional players and possible new digital challengers. This journey is embarked upon despite entering a relatively successful operation with a leadership position among peer financial services organizations in several areas. To do so, Juchelka and team begin working to shift mindsets and start adapting the organizational structure towards an agile operating model. The case describes the bank's transformation, including the timeline for each department's move to agile (from HR to Risk), the creation of an Agile COE (Center of Expertise), the training and selection of managers to launch the first "Agile Tribes", and the thought process on how and where to begin. The case also discusses goal setting processes and use of OKRs (Objectives and Key Results), linking an enterprise wide agile operating rhythm, to an outcomes based mindset that meets the requirements of Juchelka and team to empower a more responsive, adaptable and agile organization. The case reflects on the lessons and challenges of launching, leading and scaling an enterprise wide agile change program.

When Anthony Hucker, the CEO of Southeastern Grocers (SEG), took over in that role in July 2017, the company was in dire financial and operational condition and was headed towards bankruptcy. SEG, the fifth largest grocery chain in the U.S. in early 2021, operated under Bi-Lo, Fresco e Mas, Harveys, and Winn-Dixie labels in the Southern U.S. states. Under Hucker's leadership, the company started on a three stage financial and cultural transformation process-"Correcting the Business," "Getting Fit for Purpose," and "Getting Fit for Growth." For Hucker and Chief People Officer Elizabeth Thompson, the path forward to growth and profitability was going to be rooted in a cultural transformation of the company. By January 2021, the company was once again growing and profitable, and employee trust scores had jumped to all-time highs even as the company was navigating the COVID-19 pandemic. The case describes the cultural change process initiated at the company which in three years resulted in the company emerging from bankruptcy, getting awarded Great Place to Work® certification, and on the verge of an IPO in early 2021.

The case describes the efforts of hedge fund Paulson & Co to influence corporate governance and improve performance in the gold industry. In an innovative move, the hedge fund led the creation of the Shareholder Gold Council, a consortium of large investors in gold companies to push gold mining companies to adopt higher levels of corporate governance. The case describes the motivation and process that led to the creation of the SGC and the initial work of the SGC. The case also discusses the variety of techniques that Paulson & Co uses to press for better performance at gold mining companies such as buying majority ownership and pursuing activist proxy contests in addition to its work at the SGC. The case serves as a vehicle for students to discuss how investors can engage with companies to drive their desired corporate governance goals. In particular, the case develops the idea of collective action by investors and the opportunities and challenges in doing so.

The case opens with Alain Bejjani, CEO of Majid Al Futtaim (MAF) Holding, anticipating on the Group's next phase in the multi-year transformation journey and reflecting on the initiatives he implemented to create the Group's growth-oriented culture. Founded in 1995, MAF Group was a regional conglomerate, operating shopping malls, and retail and leisure establishments across 12 businesses in 15 markets in the Middle East, Africa, and Asia. The case describes the series of structural changes that Bejjani undertook since he became the CEO in 2015, how he transitioned the Holding company from a passive investor to a strategic architect model, and assumed ownership of the brand, culture, and talent across the entire organization for all its operating companies: MAF Properties, MAF Retail, and MAF Ventures. The case discusses the steps that the Group undertook-creation of the Leadership Institute, a new performance management system, investments in digital technology and analytics capabilities, and the launch of the School of Great Moments to instill a focus on customer experience. By November 2019, Bejjani recognized that the organization had evolved considerably in the past five years. He wondered about the next steps in scaling and ability to execute strategy. How much more could he push the organization to continue to change?

The case describes widespread misconduct at Wells Fargo Community Bank in the period leading up to 2017 and the company's subsequent attempts to improve internal controls, company culture, and corporate governance. The case examines the potential causes of large scale customer related fraud in the Community Banking Division and across a range of businesses. The extent and length of time over which these misconduct events took place suggested a company that was fundamentally unable to ensure a compliance culture and customer focus among its employees. The case describes in detail the systems and practices that led to the systematic failures. Faced with withering political and regulatory scrutiny the company embarked upon a series of initiatives to improve systems and structure to prevent such misconduct and improve culture. The case describes these initiatives and the challenges faced in implementing them. The case also focuses on the role of the board in overseeing and improving internal control and corporate culture. The case ends with discussing entry of a new CEO amidst board turnover in March 2020.

This case focuses on a new director who, along with fellow directors, struggles with the inappropriate behavior of an otherwise competent-even brilliant-founder and CEO. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

This case focuses on a new director who was invited to the board specifically due to her expertise in a technical area. The case allows for discussion of the board director's appropriate role: to advise and direct management, or to ask thoughtful questions about proposed approaches and outline the inherent risks in recommended approaches so that management can "own" the issue and the solutions. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

This case explores a new board director who asks a detailed question about a footnote in the lengthy board packet distributed to directors by management. The case allows for discussion about the amount of information and level of detail provided by management, the level of preparation directors engage in prior to board meetings, and the appropriate strategic focus of the board. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

This case explores a new board director who wants more detail from the management team than his fellow directors are willing to press for. New board director Sam Pesca is frustrated that CFO Alex Marotta provides only a minimal two-page financial summary at board meetings, despite Pesca's requests for more comprehensive information. The other directors object to pressing Marotta for more detail, and young CEO R.J. Oscott asks Pesca to refrain from pressing the CFO. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

This case focuses on a new director who is must help resolve a disagreement between two generations of leaders in a family business. The case raises questions of the proper role and approach for a director trying to manage a legitimate disagreement between shareholders with different time horizons and specific interests. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

At the center of one of the largest corruption scandals in Latin America, Brazilian conglomerate Odebrecht signed a leniency agreement with American, Swiss and Brazilian prosecutors in 2016 admitting to paying bribes in 12 countries. In an effort to regain financial stability and restore its damaged reputation, the Group overhauled its governance and set in motion a major organizational transformation effort. The case describes the Group's transformation journey and details various dilemmas that the new board of directors faced as the Group sought to put the scandal behind it and forge a path to the future.

ISS is the world's largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of this company to help readers understand the role of proxy advisors and institutional investors in corporate governance. As ISS rose to prominence throughout the early 21st century, it became highly influential in enabling investors to increase their ability to influence companies, managers, and boards of directors. ISS had therefore become a lightning rod for controversy, and its detractors in corporate America had been seeking regulation to rein it in for years. The case walks readers through the history of this debate, the concerns of each stakeholder, and how they intersected with ISS's approach to providing proxy advisory services. It describes in detail how ISS developed its shareholder voting policies, determined its vote recommendations for its clients, and executed their votes come proxy season. It also provides some detail about the outlook for ISS's business in light of recent trends in capital markets and corporate governance.

This case describes the accounting fraud at Tesco Stores Limited (TSL), which was discovered by a senior accountant in TSL's finance department. The accountant was concerned about TSL's handling of commercial income, which, according to the accountant, overstated Tesco's profit by an estimated £246 million. Beyond the accounting issue, the case describes Tesco's organizational and cultural shortcoming causing this problem, how Tesco's new CEO Dave Lewis responded to the allegations, and how the court held the Tesco accountable for its fraudulent accounting. In September 2014, Amit Soni, a senior accountant in Tesco Stores Limited's (TSL) finance department filed a report with Tesco's legal team. Soni was concerned about TSL's handling of commercial income. According to the accountant's allegations, TSL employees had been inflating commercial income to meet the division's financial targets, causing Tesco's projected trading profit for the six months ended August 23, 2014 to be overstated by an estimated £246 million. Tesco's legal team had quickly referred the issue to CEO Dave Lewis, who had started in the role just a few weeks earlier, on September 1. Lewis had to decide how to respond to these allegations. Did the allegations have merit and what are the causes for the accounting violations? Should managers be removed if Tesco determined that the allegations had merit? What were the legal consequences for Tesco and how should Tesco's organizational structure and culture evolve?

This case serves as a complement to the case "Accounting Fraud at Tesco Stores (A)".

This case serves as a complement to the case "Accounting Fraud at Tesco Stores (A)".

This case focuses on a large Saudi Arabian industrial conglomerate and family business Zamil Group's corporate and the family's governance journey. The 12 sons of the founder led and grew the group successfully after taking over from their father in 1961. The secret to their success was to arrive at all decisions with a consensus, although each had their own approach to dealing with issues. In the mid-1990s, they hired world-class consultants and created manuals and guidelines for governing the business and continuing the growth of the Group's assets. They were the model for running a family business in Saudi Arabia. However, the increasing number of family members in the group-84 third-generation and 162 fourth-generation members and the upcoming fifth generation-created challenges going forward. They wanted to ensure that the governance principles they had created would evolve and develop in line with the changing dynamics. The upcoming generations did not have jobs waiting for them in the family business simply because they were members of the Zamil family, and not all of them were motivated to remain invested in the businesses. The second-generation and senior members of the third-generation wanted to make sure that they balanced the needs of the business and those of individual family members. They sought to put mechanisms in place that would keep the shares of the business in the family so as to avoid diluting the family's ownership as they diversified the asset portfolio, addressed diverse risks, and catered to the consumption goals of the next generation. This might mean that the Group would eventually move from being operators to becoming financial investors.

This case serves as a complement to the case "Fair Value Accounting at Berkshire Hathaway, Inc. (A)".

The case describes the investment of hedge fund, Totem Point Management in Analog Semiconductors (ADI) as a way to discuss forecasting and valuation in growth companies. In June 2016, hedge fund Totem Point invested in ADI at around $55 a share. In general, Totem Point aimed for their investments to yield 50 percent returns over a two-year time horizon. It was now 2018, and Totem Point was evaluating whether to maintain its position in ADI, expand it, or close it and walk away with its (substantial) winnings from the investment. Though the stock had done well in the prior two years, it had recently seen numerous downgrades by sell-side analysts, as its price slid 15 percent from a historic high. The question facing Totem Point, was whether it would grow by a further 50 percent over the next two years. To answer this question, Totem Point considered growth trends in each of ADI's main end-markets: industrial applications, consumer applications, automotive applications, and telecommunications applications. If these end-markets expanded over the coming two years, ADI would do very well, but if they failed to expand, the stock would stagnate. Totem Point's task was to figure out which scenario was most likely and what that scenario would mean for the stock's price.