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In December 2000, the shareholders of General Mills were presented with a merger prospectus and proxy statement that outlined the terms by which General Mills would acquire Pillsbury from Diageo plc. Payment was composed of shares of General Mills stock, assumption of Pillsbury debt, and an unusual contingent payment. The task for the student is to assess and value the contingent payment in an effort to judge the attractiveness of the proposal and to recommend how shareholders should vote on the proposal. The contingent payment resembles a contingent value right (CVR), which provides downside protection to the sellers in an acquisition. CVRs can be modeled as two options: (1) a long put struck at a low stock price and (2) a short call struck at a higher stock price. The combination of a CVR with the underlying stock of the buyer transforms the payment to the seller from floating stock to a fixed collar. Student analysis can decompose the contingent payment into its two basic options and value the whole instrument. The teaching objectives of this case are: (1) to exercise student skills at identifying and valuing options, (2) to illustrate how the use of contingent payments can bridge differing views about the value of a target firm, and (3) to suggest the important role of synergy expectations in the evaluation of payment terms.

Kenan Sahin has built a very successful company using a unique business model and a unique organization and culture. Success has brought important risks, but logical options such as sale, partnering, or going public threaten the culture and hence the business.

This case describes the creation and performance of the America's Cup team and the leadership of Dennis Conner.

The founding partners of Three Fish Solutions, a Hong Kong-based Internet start-up company, developed what they thought was a powerful business plan in preparation for a meeting with a deep-pocketed, potential equity partner. The meeting was critical because the partners were short of cash and because it would provide them with their first opportunity to discuss their business plan with a highly respected investor. Students have the opportunity to analyze a business plan of an e-commerce-based start-up company; identify critical success factors that are generic to start-up companies and areas of risk that need to be mitigated; and better understand the motivations of venture capital firms and the considerations they make when evaluating business plans. The Three Fish Solutions (B) case, product 9B01M013, discusses the meeting with the investor and the options facing the company.

The high cost of experimentation has long put a damper on companies' attempts to create great new products. But new technologies are making it easier than ever to conduct complex experiments quickly and cheaply. Companies can now take innovation to a whole new level, contends Stefan Thomke, if they're willing to rethink their R&D from the ground up. Thomke argues that new technologies affect everything, from the development process itself--including the way an R&D organization is structured--to how new knowledge is created. So companies that are trying to be more innovative face both managerial and technical challenges. Drawing on his research in the pharmaceutical, automotive, and software industries, Thomke introduces the following four rules for enlightened experimentation: organize for rapid experimentation; fail early and often, but avoid mistakes; anticipate and exploit early information; and combine new and old technologies. The article uses real-world examples to explain each rule in detail. It also suggests how this system of experimentation will affect other industries and examines the implications for knowledge workers.

With help from a team of ethnographers and senior organization specialists, authors Mark Maletz and Nitin Nohria recently conducted a unique research project that focused on "whitespace": the large but mostly unoccupied territory in every company where rules are vague, authority is fuzzy, budgets are nonexistent, and strategy is unclear--and where entrepreneurial activity that helps reinvent and renew an organization most often takes place. The researchers shadowed entrepreneurial managers operating in the whitespace and met with top managers about their efforts to oversee whitespace activities. Using examples from the financial services, computer, and e-commerce industries, the authors explain when it's imperative to operate in the whitespace--and when it's wiser to stay in the traditional blackspace. They describe how effective whitespace managers subtly and resourcefully lead successful efforts, and how senior executives nurture whitespace projects by putting aside their traditional planning, organizing, and controlling techniques. Finally, they examine the ultimate issue for any successful whitespace project: should it be moved into the blackspace, kept in the whitespace indefinitely--or, despite its apparent success, killed off? If companies leave this valuable territory to the scattershot whims and talents of individual managers, the authors say, they are likely to miss out on many of the opportunities that come from exploring the next frontier.

One of the world's most enduring companies, Nestle epitomizes everything that today's high-flying, headline-grabbing companies are not. It respects technology but doesn't consider it central to strategy. It values growth but prefers it controlled. It seeks talented professionals but wants only those who are modest in word and deed. Nestle CEO Peter Brabeck is skeptical of the relentless push for radical transformation heard from every quarter. He believes, instead, in continuous improvement through slow and steady change. While he acknowledges that every company must change in order to compete in today's turbulent marketplace, Brabeck makes the focus of his work identifying and strengthening those aspects of Nestle that should stay the same. For example, Nestle eschews the noise and energy swirling around technology. Many companies make technology the focal point of strategy, Brabeck says, but Nestle is about people, products, and brands. Brabeck also talks candidly about how to fight complacency in a successful company, how to institutionalize collaboration in a decentralized organization, and how to resist pressure from analysts and money managers and focus on long-term, sustainable and profitable growth--in short, how to win the war without the revolution.

Corporate America and the U.S. Navy share one big problem: employee retention. Today's knowledge workers hop from start­-up to start-up. And 40% of the navy's new recruits leave the service before their four­-year tours of duty are up. D. Michael Abrashoff came face to face with the navy's retention problem when he took command of the USS Benfold. Before he became captain, sailors couldn't get away from the ship fast enough. Today the vessel is the pride of the Pacific fleet, and sailors from other ships are clamoring to join its crew. In this firsthand account, Abrashoff explains how he got the ship and its crew back on course by breaking bad habits-per­sonal and professional ones-and jettisoning old attitudes. During his 21 months aboard the Benfold, Abrashoff came to realize that in today's technology-intensive U.S. Navy, the traditional command-and-control style wouldn't work. And it hadn't-the Benfold's 310 sailors had cheered derisively when Abrashoff's predecessor had left the ship. So he defied 225 years of navy tradition in his quest to engage the sailors in their work, increase their performance, and keep them around for their entire tours of duty. He retained his crew by redeeming them-showing them how to be not just better sailors but better people, too. That meant breaking them down when they were at their worst and then building them up to reach their best. It also meant personal redemption for Abrashoff; he resolved to really listen to what his sailors were saying. The result? Cost-saving ideas for the entire navy and surging confidence and commitment among crew members.

The case is a unique insight into the preparation to avoid the Y2K bug striking at the world economy's financial nerve centre. It tells the real story of how a global network was swiftly formed, procedures set in place, and norms introduced.

Outside directors account for less than a third of the board members on a typical Internet start-up. That's bad business in the long run. Here's why.

SalesDriver.com (SalesDriver) was a Boston-based e-commerce application service provider that provided a turnkey solution for sales managers to manage their sales contests online. It had just achieved its 1,000th user mark and had the opportunity to snag software giant Lorimer Development Corp. (Lorimer) as a new client. The solution Lorimer had requested would alter SalesDriver's current product by including functionality that other users might not need. The general manager had to evaluate the economies of scale by keeping one product for all users and the economies of scope by tailoring the product for individual customers. Developing the added function as a one-off would take significantly less development time than adding the function to the site and making it available to all customers. He had to decide which approach was best in the long run.

The founder of Surgery Futures Research, a London, Ontario-based startup, developed a new technique to assist with minimally invasive surgery. His innovation eliminated the need for incisions and retractors to manipulate the bowel, and relied instead upon magnets and an ingestible fluid. He put his surgical residency on hold and spent several years developing the technology as a sideline to his medical career. He invested his time, personal savings and much of his income into this enterprise. Even under the most optimistic scenario, commercialization was still years away and would require significant expenditures for research, development, manufacturing and marketing. At age 35, and with his wedding approaching, he felt the time had come to reevaluate the venture, considering what actions needed to be taken to commercialize the technology and what role he should play in the process.

Silent Witness Enterprises Ltd. was one of Canada's fastest growing technology-based firms. The 14-year-old publicly traded company created a new market niche in the security surveillance industry by introducing novel applications of VCR-based technology. The company's founder forecasted growth that would take the company from annual revenues of $34 million in 1999 to $250 million by 2005. In achieving these goals, he must decide how to balance the need to sustain innovation and new product development, while at the same time, develop the capabilities needed to manage the firm's increasingly complex operations.

Procter & Gamble reorganized its operations and created Global Business Units with Market Development Organizations (MDO) to augment the brand strategy work. This reorganization supported changes in culture that included reasonable risk taking. The marketing director of Procter & Gamble Canada was evaluating the potential success of launching a new product, Febreze, by using volume analysis resources available to her. The results indicated that Febreze would be a relatively small business opportunity, but the model could not take into account the various new MDO marketing tools that were not yet available. To justify the cost of launching the product, revenues would have to be significantly more than the volume model predicted. While trying to adjust to the new culture, she had to evaluate the risks associated with launching the product not knowing if the new tools would generate the additional volumes needed, and the risk of losing the competitive edge if she postponed the launch. A 30-minute video, product 7B00M005, is also available. The second case in this series, Procter & Gamble Canada (B): The Canadian MDO (product 9B00M006) discusses the strategy behind the changes and the implications to the Canadian group.

Organization 2005, the latest initiative by Procter & Gamble (P&G) worldwide, was put in place to help double revenue growth between 2000 and 2005. The reorganization aligned the company so that planning and managing the lines of business were done on a global basis. The company's culture, its structure and how work would be done were three key items that would be impacted by the changes. The newly appointed president of P&G Canada reflected on the strategy behind the changes, the implications of the organizational change, and the message he wanted to deliver as he prepared to address the Canadian employees. A 30-minute video is also available. The first case in this series, Procter & Gamble Canada (A): The Febreze Decision (product 9B00M005) discusses the challenges faced by the marketing director of P&G Canada while launching a new product during these changes.

The Newell Company, a multi-billion dollar company dealing in hardware and home furnishings, office products and housewares, was contemplating a merger with Rubbermaid, a renowned manufacturer of plastic products. Newell had a remarkable record of success in growth by acquisition. Rubbermaid would mark a quantum step in this program, but equally, would pose a formidable challenge to Newell's capacity to integrate and strengthen acquisitions. Corporate strategy and advantage is studied, particularly through the Collis and Montgomery framework, to determine if the proposed merger is a step too far.

The founders of iCraveTV had a great idea for a potentially lucrative market segment: retransmitting network broadcast television signals to Internet-connected PCs, reaching a worldwide extension market. There were several resourcing obstacles to overcome while entering the fiercely competitive broadcasting industry and building competitive advantage: obtaining rights to the programs, securing paying advertisers, retaining viewers, having sufficient cash and management expertise. Several issues remained unresolved as they moved towards the launch of iCraveTV: negotiating rights from each of the content syndicators or attempting to pay Internet royalties for the programming; and preventing U.S. users from accessing the Canadian site since iCraveTV was legally permitted to retransmit television signals already carried on Canadian cable channels, but due to differences in regulation, it might face U.S. broadcast industry objections if U.S. audiences found access to the iCraveTV signal. A supplemental case, iCraveTV.com (B): The Aftermath of the Pennsylvania Injunction, product 9B01M010, is available.

When Blindstogo.com, the online project of Blinds To Go (BTG), was first proposed in mid-1999 its board of directors was lukewarm to the idea. However, after six months of operation and seeing other retailers start to go online and the tremendous valuation being given to dot.coms, the board was encouraging BTG to devote more resources to the project. Plans were already in place to further expand their retail store network. Senior management at BTG had received sales, spending and survey results from their retail e-commerce venture. Data obtained from the Web site indicated that the people who visited the site were the same people that visited the stores. The vice-chairman of BTG wanted to evaluate the results of this online venture by examining the fit of the e-commerce project within the overall business strategy, to determine where resources should be focused.

Many CEOs are naturally inclined - and responsible for - overseeing the day-to-day operations of their respective firms. Not that there is anything wrong with that, but in the years ahead, one of a company's major competitive advantages will be its ability to attract, develop, excite and retain talent. Responsibility for managing that talent is already being assumed by some CEOs, who, these co-authors and McKinsey consultants say, are fast coming to the realization that their respective organizations are going to have to improve their talent management practices. In this article, which is based on their recently published book, The War for Talent, the co-authors survey the state of talent management as practiced by 13,000 managers. While becoming a talent manager is imperative, it will require a fundamental shift in how a CEO sees his or her job and a significant time commitment, tasks that the authors describe in the article.

The case describes how five telecommunications equipment companies developed their innovative capabilities in order to address technological opportunities and competitive threats in the ""new economy"". Questions are raised as to how the growing importance of the stock market for firms in this industry has impacted on organizational learning and the development of innovative capabilities, in particular in relation to stock-based acquisitions and the use of stock options.