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What are the agency costs of management-owner conflicts? In this case, Tyson Foods attempts to acquire WLR Foods. But WLR management and the poultry farmers who own 20% of it actively oppose the takeover. A B case (UV2530) and both student (UV4328) and instructor (UV4333) spreadsheets are available to enhance the learning experience.

John Clough, the CFO of NetRF, a tech firm in Salt Lake City, gets an offer he's not sure he wants to refuse. Benchmark, a Fortune 500 packaged goods company, is looking for someone to join its audit committee. "Would you be interested?" the executive recruiter asks. John's experience with publicly held companies is limited, but he's highly regarded in the financial community for his acumen and probity. At NetRF, a maker of wireless communications equipment, John had championed expensing stock options when it was uncommon for high-tech firms to do so; he'd received a lot of admiring press for that move. In mulling over the offer, the 39-year-old executive and flight enthusiast considers his situation. He loves his work, his Cessna time-share, and the skiing in the Salt Lake area. Board membership would confer a certain amount of prestige, but would he be spreading himself too thin? One colleague extols the virtues of board membership--the opportunity to learn and expand your business network. But the chief outside counsel to NetRF warns that the hours can be considerable and board members' responsibilities (post-Sarbanes-Oxley) substantial. Subsequent meetings with Benchmark's nominating committee, its CEO, and its audit committee leave John with more questions than answers. Should he join the board? This fictional case study outlines the risks and rewards of board service. Commenting on this fictional case study in reprints R0502B and R0502Z are Peter Goodson, a strategic adviser to corporate boards; John F. Olson, chair of the ABA Business Law Section's Corporate Governance Committee; David J. Berger, a partner at the law firm Wilson Sonsini Goodrich & Rosati; and Charles H. King, managing director at Korn/Ferry International.

John Clough, the CFO of NetRF, a tech firm in Salt Lake City, gets an offer he's not sure he wants to refuse. Benchmark, a Fortune 500 packaged goods company, is looking for someone to join its audit committee. "Would you be interested?" the executive recruiter asks. John's experience with publicly held companies is limited, but he's highly regarded in the financial community for his acumen and probity. At NetRF, a maker of wireless communications equipment, John had championed expensing stock options when it was uncommon for high-tech firms to do so; he'd received a lot of admiring press for that move. In mulling over the offer, the 39-year-old executive and flight enthusiast considers his situation. He loves his work, his Cessna time-share, and the skiing in the Salt Lake area. Board membership would confer a certain amount of prestige, but would he be spreading himself too thin? One colleague extols the virtues of board membership--the opportunity to learn and expand your business network. But the chief outside counsel to NetRF warns that the hours can be considerable and board members' responsibilities (post-Sarbanes-Oxley) substantial. Subsequent meetings with Benchmark's nominating committee, its CEO, and its audit committee leave John with more questions than answers. Should he join the board? This fictional case study outlines the risks and rewards of board service. Commenting on this fictional case study in reprints R0502B and R0502Z are Peter Goodson, a strategic adviser to corporate boards; John F. Olson, chair of the ABA Business Law Section's Corporate Governance Committee; David J. Berger, a partner at the law firm Wilson Sonsini Goodrich & Rosati; and Charles H. King, managing director at Korn/Ferry International.

John Clough, the CFO of NetRF, a tech firm in Salt Lake City, gets an offer he's not sure he wants to refuse. Benchmark, a Fortune 500 packaged goods company, is looking for someone to join its audit committee. "Would you be interested?" the executive recruiter asks. John's experience with publicly held companies is limited, but he's highly regarded in the financial community for his acumen and probity. At NetRF, a maker of wireless communications equipment, John had championed expensing stock options when it was uncommon for high-tech firms to do so; he'd received a lot of admiring press for that move. In mulling over the offer, the 39-year-old executive and flight enthusiast considers his situation. He loves his work, his Cessna time-share, and the skiing in the Salt Lake area. Board membership would confer a certain amount of prestige, but would he be spreading himself too thin? One colleague extols the virtues of board membership--the opportunity to learn and expand your business network. But the chief outside counsel to NetRF warns that the hours can be considerable and board members' responsibilities (post-Sarbanes-Oxley) substantial. Subsequent meetings with Benchmark's nominating committee, its CEO, and its audit committee leave John with more questions than answers. Should he join the board? This fictional case study outlines the risks and rewards of board service. Commenting on this fictional case study in reprints R0502B and R0502Z are Peter Goodson, a strategic adviser to corporate boards; John F. Olson, chair of the ABA Business Law Section's Corporate Governance Committee; David J. Berger, a partner at the law firm Wilson Sonsini Goodrich & Rosati; and Charles H. King, managing director at Korn/Ferry International.

In August 2002, the FDA had notified the executive steering committee for Abbott Laboratories' new rheumatoid arthritis drug to expect approval significantly ahead of schedule. If everything went smoothly, the compound D2E7 (brand name HUMIRA) would be approved for sale in the United States before the end of the year. This gave Abbott and its HUMIRA brand team no more than four months to complete preparations for the product's launch. Abbott acquired D2E7, a biologic disease-modifying antirheumatic drug, when the company purchased Knoll Pharmaceuticals in March 2001. With a significant head start and combined 2002 sales anticipated to exceed $2 billion, Enbrel (from Immunex, later acquired by Amgen) and Remicade (from the Johnson & Johnson subsidiary Centocor) would provide HUMIRA with tough competition. Yet, with the rheumatoid arthritis market expected to grow to over $7.5 billion by 2008, there was still a significant opportunity for Abbott. The executive steering committee knew that the HUMIRA team would have to orchestrate every aspect of the product's global launch carefully to quickly and effectively establish HUMIRA in this challenging market.

This study of Banco Comercial Português ("BCP") raises broad issues relating to strategy by growth and acquisition and how market leadership can best be created and extended at home or abroad. The authors trace the history of the bank from a much-admired startup to becoming the largest publicly listed Portuguese financial institution and an up-and-coming player in other European retail banking markets.

Details the challenges facing OuterBay in pursuing an OEM deal with a very large and well-established technology company, EMC. Describes both companies' businesses, the history of their relationship, and the initial discussion surrounding an OEM deal. Looks at the particular issues that surfaced in the ensuing negotiation, including revenue sharing, term limits, exclusivity, and account control. Negotiations dragged on over several months, with the two companies exchanging 14 versions of the letter of intent. OuterBay's CEO, Michael Howard, wonders whether the deal will make or break the company.

The chief financial officer of Ontario-based Bluewater Foods Corporation has just returned from a meeting with management of County Chickens Ltd., Bluewater's largest supplier of chicken breast meat and current acquisition target. The chief financial officer must put together a recommendation as to how a purchase of County might be structured and how it would affect Bluewater's financial statement.

What is the proper role of the instructor in student-professor interactions? What challenges should new teachers expect and what pitfalls should be avoided? New faculty must meet a variety of concurrent demands when they enter an academic career, several for which they have never received any formal training. Various activities broaden the educational scope of the teacher beyond the classroom, and increase interaction with the student body. Many academic communities are settled in smaller university towns, where students and faculty share the community life: this can add another complicating layer. Establishing a strong relationship with a faculty mentor may be among the most important factors determining the success one achieves as a graduate student. So how is balance achieved in managing the multiple roles faculty members play in students' lives? This case reveals the impact of a teacher's personal relationship with students outside the classroom and the challenges of being involved with student development beyond the curriculum.

Studies the allocation of airport slots. As airline traffic increases, slots become scarce. Well-established airlines have historically determined rights to these slots, which limits the possibilities for new entrants to the market. In addition, sometimes, the airlines do not make efficient use of their slots. It is often argued that this allocation system has to be revised to ensure economic efficiency. Several countries are considering this issue, which is often met with strong opposition from well-established airlines. Congestion in Hong Kong airport is increasing and the question whether Hong Kong should liberalize its allocation system is under debate.

Since 1974, the Multifibre Arrangement (MFA) had been the systematic means for developed countries to restrict textiles and clothing imports from developing countries, which did not conform to the GATT/WTO rules. In 1994, however, the Agreement on Textiles and Clothing was signed, prescribing a 10-year progressive phase-out of the MFA and integration of GATT 1994 rules. By late 2004, the complete phase-out of the MFA on January 1, 2005 had rekindled the debate between protectionists and free-trade advocates. Meanwhile, firms in Hong Kong, one of the world's major textiles and clothing exporting nations, were gearing up for the change.

Covers the first international nonperforming loan securitization done in Korea. The CEO of KAMCO is trying to dispose of a portfolio of nonperforming commercial loans that the organization acquired from a number of banks. A group of investment bankers have proposed securitizing the loans and selling them to institutional investors. Securitization of loans (or any other type of assets) is not common in Korea, so the CEO must think through several factors as he decides whether to accept this proposal, the most important of which is the recovery price.

Examines the start-up process of a new, small high school inside the New York City public school system, with funding from the Bill and Melinda Gates Foundation. Covers the entrepreneurial process, the specific performance challenges in public high schools in the United States, and the quest for sustainability in a new enterprise. Also addresses the small high school movement in the United States.

Describes four disguised deals with different characteristics from the perspective of the acquirer. Asks students to compare, contrast, and rank the opportunities.

By the end of 2002, Qwest Communications Inc., a major U.S. communications company, was reaching a precarious level of illiquidity in the face of huge debts. To reduce that debt, Qwest offered its institutional investors a chance to exchange some unsecured bonds for new senior-subordinated secured notes. But bondholders had no reliable data on Qwest's financials, and there is a two-day deadline for accepting Qwest's offer. See also the B case (UV3889).

Explores the predicament Louis Vuitton Moet Hennessy (LVMH), one of the world's leading luxury products makers, faces with respect to brand management while expanding operations in China. LVMH, a $13 billion group of companies with operations across the world--1,500 retail stores in about 60 countries--had conquered the luxury goods market successfully in Europe, the United States, and some parts of Asia. In the early 1990s, LVMH decided to expand its operations in China and South Korea. A decade later, LVMH made its entry into India. In 2004, Asia accounted for about 40% of the sales of LVMH. LVMH is determined to capture the growing Asian market. However, it faces several challenges in its expansion plans in Asia; one of its major concerns is protecting its brand against dilution. Although China is a huge market, phony branding is endemic there. In addition, LVMH's expansion plans in Asia introduced the issue of private ownership vs. franchising with regard to the profitability of companies in the luxury goods industry.

In 2000, Xerox faces bankruptcy amid a liquidity crisis, collapsed profitability, and an expanding SEC investigation. Traces the career and leadership development of Anne Mulcahy, a former sales executive unexpectedly named COO of the beleaguered company as a last effort to turn Xerox around. Describes how Mulcahy assembles and motivates her team, frames her priorities, and fills her knowledge gaps in the face of critics doubtful of Xerox's ability to change. Raises questions in her mind about stakeholder priorities, employee motivation, difficult strategic trade-offs, and finding profitability while trying to avoid bankruptcy.

Harvard Real Estate Services executives need to design the 2005 Graduate Student Housing Survey for maximum impact in anticipation of Harvard's long-term expansion project in Allston. Students are challenged to help executives in charge to (1) draw the lessons from their earlier survey experience: what survey data had most--or least--impact and why? and (2) imagine what survey data--accounting for the power and limits of survey research--could be most useful for the Allston initiative. Provides a complete template for survey research, while at the same time raises critical issues--technical issues as well as more managerial questions related to the proactive management of market research in organizations.

Mars Inc., one of the world's largest privately owned businesses, purchased over $4 billion of materials annually and was aware that many major firms were achieving savings of around 5% through the use of online procurement auctions. The vice-president for business solutions at Mars wondered whether it was possible to design an online auction to meet the special needs of Mars while enabling Mars to achieve the savings necessary to allow the company to prosper and grow in its highly competitive markets.

In 1996, Gillette acquired Duracell for $7.3 billion in stock. The purchase was met with optimism not only by Gillette's senior management and its highly visible director, Warren Buffet, but also Wall Street analysts. Highlights the numerous challenges that Gillette has encountered since the acquisition. Despite the initial enthusiasm, Duracell has proven to be a drain on Gillette's earnings and has cost Michael Hawley, James Kilt's predecessor as CEO, his job after only 18 months in the position--in large part for his inability to turn around the financial hemorrhaging at the Duracell division. The key strategy questions revolve around what can be done to turn around the battery business to help it achieve the potential for Gillette that everyone had assumed it possessed.