This is the first case study of 12 in the Jack Wright series of cases on Corporate Governance. This first case describes the process by which Jack came to be asked to join the board of Mega Corporation. The case requires students to consider the pros and cons of board membership and decide whether they would recommend Jack join the board.
This case deals with the means by which a company's board assess its strengths and weaknesses, identifies the skills and experience it needs, derives a list of suitable candidates, conducts "due diligence" in the process of narrowing in the list, and invites desirable candidates to join the board.
Case #5 in the Jack Wright series provides for the discussion of issues relating to succession planning for the CEO, their selection and appointment, and the subsequent appraisal of their performance. These activities are among the most crucial that boards have to face, and directly impact the long-term performance of the company.
The process by which the board determines the mix of vehicles for compensation of the CEO and the level of compensation is among the most important aspects of board responsibility. Additionally, the board must appraise the performance of the CEO, many aspects of which necessarily relate to the various methods of compensation. This case provides a vehicle for the discussion of many aspects of these topics.
There are many aspects of relationships between the board and management that are determined on a best effort basis. That is, the rules and by-laws of the company cannot pre-specify the detailed workings of the intersecting interests. Our system of capitalism depends on the good faith efforts of all concerned to derive effective working relationships. This case provides for a discussion of these issues in the context of Jack Wright and Mega Corporation.
This case deals with the issues of the corporation's organizational structure and capital structure. Jack Wright and the Mega Corporation board must consider a proposal to eliminate a large number of subsidiary companies to simplify the organization and another proposal to issue corporate bonds, the proceeds of which would be used to repurchase a large block of the company's outstanding shares.
This case finds Jack Wright, now Chairman of the Mega Corporation board, having to deal with an offer from a director to buy the company, in either a friendly or unfriendly fashion.