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FRESH AIR - Confidential Instructions for City of Boston Negotiation Team
Two-party or two-team, multi-issue, integrative/distributive negotiation between representatives of a new low-cost airline and a potential headquarters city over an incentives package and airport facilities. Fresh Air, a new low-cost airline, is looking for a headquarters city. It is negotiating with the city of Boston, its top choice for a headquarters location, over an incentive package and airport facilities. Fresh Air plans to build on the brand reputation of its parent airline, which stands for innovation, fun, unparalleled customer service, and empowered employees. It believes that a unique corporate culture and happy customers will allow it to charge lower prices, to fill its planes, and to run profitable operations. Boston seeks to reinvent itself as a center of American business after years of business decline. The opening of a low-cost carrier would be an important part of this effort. However, in these tight fiscal times, Boston is limited financially. -
Who Is a Professional?
Many occupations lay claim to professional status. Business executives, social workers, musicians, sportsmen, and academics describe their occupations as "professions". Office assistants call themselves "administrative professionals". Obviously, not all occupations that claim to be professions are so recognized by society. Society attaches the professional label only to certain occupations. Doctors and lawyers are professionals; auto mechanics and restaurant wait staff are not. Yet, gray areas exist. Are nurses professionals? Teachers? Real estate brokers? This case identifies the distinguishing characteristics of professional work. Professionals are a subcategory of service providers. An understanding of what distinguishes professionals from other service providers must be grounded in an understanding of 1.) what constitutes service provisions and 2.) how the various categories of service provision differ. -
Circon (A) (Abridged)
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. CEO Richard Auhll recruited an old HBS friend, George Cloutier, to the Circon board to help him defend the company. Circon's primary defenses include a "poison pill" and a staggered board and lead to the longest-running takeover battle in U.S. corporate history. This is an abridged version of an earlier case. -
Internal Governance and Control at Goldman Sachs: Block Trading
Although the explicit problem presented in the case concerns pricing a block trade, the real issue involves the decision-making and oversight processes used to arrive at a price that is appropriate for both the client and Goldman Sachs. Asks students in assignment questions to map the decision and control processes used in this core activity and then to reflect on whether these processes are sustainable and scalable as Goldman Sachs grows from 5,000 employees to 20,000 employees within a 5-year period. Goldman Sachs' decision and control processes are based, at root, on trust, so the question becomes whether and how a culture based on trust is scalable. -
3-D Negotiation: Playing the Whole Game
What stands between you and the yes you want? According to negotiation experts David Lax and James Sebenius, executives face obstacles in three common and complementary dimensions: tactics, or interactions at the bargaining table; deal design, or the ability to draw up a deal at the table that creates lasting value; and setup, which includes the structure of the negotiation itself. Each dimension is crucial in the bargaining process, but most executives fixate on only the first two: 1-D negotiators focus on improving their interpersonal skills at the negotiating table, and 2-D negotiators focus on diagnosing underlying sources of value in a deal and then recrafting the terms to satisfy all parties. In this article, the authors explore the often-neglected third dimension. Instead of just playing the game at the bargaining table, 3-D negotiators reshape the scope and sequence of the game itself to achieve the desired outcome. They scan widely to identify elements outside the deal on the table that might create a more favorable structure for it. They map backward from their ideal resolution to the current setup of the deal and carefully choose which players to approach and when. And they manage and frame the flow of information among the parties involved to improve their odds of getting to yes. Lax and Sebenius describe the tactics 3-D negotiators use and cite examples from business and foreign affairs. -
Analyst Conflicts (B): Aftermath of the Settlement
Supplements the (A) case. -
Chinese Negotiation
Most Westerners preparing for a business trip to China like to arm themselves with a list of etiquette how-tos. Such advice can help get companies in the door and even through the first series of business transactions. But it won't sustain the prolonged, year-in, year-out associations Chinese and western businesses can now achieve. During the authors' work with dozens of companies and thousands of American and Chinese executives over the past 20 years they have witnessed communication breakdowns between American and Chinese businesspeople time and time again. The root cause: the American side's failure to understand the much broader context of Chinese culture and values. Americans see Chinese negotiators as inefficient, indirect, and even dishonest, whereas the Chinese see American negotiators as aggressive, impersonal, and excitable. Such perceptions have deep cultural origins. Yet those who know how to navigate these differences can develop thriving, mutually profitable, and satisfying business relationships. Four cultural threads have bound the Chinese people together for some 5,000 years and these show through in Chinese business negotiations: agrarianism, morality, the Chinese pictographic language, and wariness of strangers. Ignore them at any time during the negotiation process, and the deal can easily fall apart. -
RetailMax: Role for Cam Archer
This exercise requires students to enact an internal salary negotiation, taking on the roles of Cam Archer, a star employee, and Regan Kessel, a VP trying to attract the MBA into his department. The exercise presents a one-issue, distributive negotiation that challenges students to think about evaluating and developing best alternatives to a negotiated agreement (BATNA). It illustrates tactics for claiming value and introduces the use of decision trees for calculating reservation prices and the establishment of bargaining zones. -
RetailMax: Role for Regan Kessel
This exercise requires students to enact an internal salary negotiation, taking on the roles of Cam Archer, a star employee, and Regan Kessel, a VP trying to attract the MBA into his department. The exercise presents a one-issue, distributive negotiation that challenges students to think about evaluating and developing best alternatives to a negotiated agreement (BATNA). It illustrates tactics for claiming value and introduces the use of decision trees for calculating reservation prices and the establishment of bargaining zones. -
Analyst Conflicts (A): Resolved?
This case tracks the events leading to the April 2003 industry settlement on equity research in financial services companies. -
Working Effectively with Counsel
Popular stereotypes of lawyers include "overhead," "Dr. No," "internal cop," "keep us out of trouble!" and "get us out of trouble!" Focus groups of business leaders queried in a survey by the Case Western Reserve University Law School associated the word "lawyer" with "authoritative," "conservative," "arrogant," "intimidating," and "know-it-all." Yet, managers who view counsel as a necessary evil miss opportunities to work with attorneys as partners to increase and capture value and to manage risk. -
M&A Legal Context: Standards Related to the Sale or Purchase of a Company
Introduces students to the legal standards affecting officers and directors when selling or purchasing a company. Provides a practical understanding of the Revlon Standard, the Securities and Exchange Act of 1934, Rule 10b-5, and the legal criteria for a cause of action for securities fraud. Recounts three precedential cases decided by the Delaware Supreme Court. -
M&A Legal Context: Hostile Takeovers
Introduces students to the main tactical maneuvers used by hostile bidders, including bear hugs, proxy fights, tender offers, and toeholds. Also describes how, in the United States, tender offers are regulated by the federal government via the Williams Act. -
The Beach House (G)
Used in conjunction with UV0697 and UV0698. Three couples, all good friends, rent a beach house for the week. They all have different financial circumstances and different beliefs about what's fair. They need to find a way to decide who sleeps where, and how to divide the costs of the beach house. -
Clean Pools, Inc.-Beth West
Beth West is in the midst of hiring staff for the summer and would very much like to rehire Jennifer Smith who has worked for Clean Pools the past five summers. West fears that the wage scale within which she must work may discourage Smith from accepting the job. Although the negotiation can focus exclusively on the wage rate for lifeguarding, there are more fruitful areas of discussion that can be of benefit to both parties: extra lifeguarding hours, swim instruction, and extended work season. The case illustrates the opportunities afforded by information sharing and the relaxation of constraints. See also UV3994, which presents Jennifer Smith's perspective. -
Clean Pools, Inc.-Jennifer Smith
Jennifer Smith has worked the past five summers for Clean Pools and would like to do so again this summer. Unfortunately, the anticipated compensation does not meet her needs, but she will be meeting with Beth West, Clean Pools' head pool supervisor, to discuss the matter. Although the negotiation can focus exclusively on the wage rate for lifeguarding, there are more fruitful areas of discussion that can be of benefit to both parties-extra lifeguarding hours, swim instruction, and extended work season. The case illustrates the opportunities afforded by information sharing and the relaxation of constraints. See also UV3859, which presents Beth West's perspective. -
M&A Legal Context: Basic Framework for Corporate Governance
Students are introduced to the basic framework for corporate governance. Begins by describing the complex role of the modern corporation, then proceeds by discussing the fiduciary duties to which a board of trustees is bound (duty of care, duty of loyalty, etc.), and concludes by proposing seven factors officers and directors should consider when overseeing the sale or purchase of a company. Recounts the precedential case Smith vs. Van Gorkom. -
Cadence vs. Avant! (A)
Chronicles the origins and evolution of a landmark intellectual property dispute between Cadence Design Systems and Avant! Corp. Cadence was the leading developer of electronic data automation software used in the computer-aided design of sophisticated integrated circuits. In 1991, four Cadence employees left to form a competitive firm, ArcSys (later changed to Avant!). In 1994, Gerald Hsu, a senior Cadence executive, resigned and joined Avant! as its new CEO. This move started a series of legal disputes between the companies revolving around trade secret protection. Shortly after Hsu's departure, Avant! continued to hire many Cadence employees, including a number of critical programmers. In addition, there was evidence that some of these people stole some of Cadence's most valuable source code. Cadence began legal actions, including criminal charges, against Avant! and some of its employees for violation of trade secret laws. Chronicles the highlights of the legal battle, the marketplace battle between the firms, and the public relations struggle. Concludes by asking what the two CEOs should do in their respective positions. The central issues are: what is intellectual property, how to protect intellectual property, and how to respond effectively to perceived theft of intellectual property. Background on the industry and company is given. -
Pacific Sentinel: Role for Chris Coleman
A new publishing company has just purchased the Pacific Sentinel, a fictional West Coast newspaper. The new publisher is willing to invest $1 million in the future success of the paper and has asked the executive editor and advertising manager to develop a joint plan for how the money should be spent. -
Pacific Sentinel: Role for Alex Martinez
A new publishing company has just purchased the Pacific Sentinel, a fictional West Coast newspaper. The new publisher is willing to invest $1 million in the future success of the paper and has asked the executive editor and advertising manager to develop a joint plan for how the money should be spent.