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For the board of The We Company-better known as WeWork-August 14, 2019 promised to be a pivotal day. It was then that WeWork's IPO prospectus, known as an S-1 filing, would be made public, giving potential investors, the media, and the general public a window into the company's inner workings. Under U.S. securities laws, a company planning to offer new securities for sale to the public was required to file a Form S-1, or registration statement, with the U.S. Securities and Exchange Commission (SEC), whose mandate was to evaluate companies'compliance with SEC disclosure rules, not the quality of the investment. In anticipation of that day, WeWork's directors had an opportunity to review the S-1-as presented in a series of some two dozen excerpts from the S-1 in the exhibits to the case-and offer the management team any final comments and suggestions for changes.

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words'benefits,'reflecting its human resources technology products, and'zen,'loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved'unicorn'status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words'benefits,'reflecting its human resources technology products, and'zen,'loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved'unicorn'status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

The case opens with Said Darwazah, chairman and CEO of Hikma Pharmaceuticals, the multinational generics company, anticipating the company's 2017 AGM and reflecting on changes made over the previous year to address concerns expressed by proxy advisors and some shareholders about Hikma's reliance on a combined chairman/CEO position, the long tenure of some directors, and the company's approach to executive pay. The case describes Hikma's origins as Jordanian pharma company founded by Darwazah's father in 1978, and traces the evolution of its governance as a private family company, then as publicly-traded company listed on the London Stock Exchange in 2005, and finally as a member of the FTSE 100, beginning in March 2015. Ahead of the 2017 AGM, Darwazah is confident that shareholders will approve changes made to the company's executive incentive plan (EIP) and steps taken to accelerate the turnover of long-serving directors, but he wonders how much longer the company will be able to continue with a combined Chairman/CEO and, more generally, how to marry the high level of governance expected by shareholders with the entrepreneurial spirit that had driven Hikma's growth and development.

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words'benefits,'reflecting its human resources technology products, and'zen,'loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved'unicorn'status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

Less than a year after joining the board of African Bank Investments Limited (ABIL), the newest director finds himself in difficult discussions with other directors about removing the struggling company's CEO. The case is set in South Africa in mid-2014 as shares in ABIL, which traded on the Johannesburg Stock Exchange, are declining precipitously. The case describes ABIL's origins and evolution, including the acquisition and growth of its wholly owned subsidiary African Bank, a provider of unsecured loans to help individuals pay for expenses such as vehicle repairs, home renovations, funeral costs, medical bills, and education. As ABIL's profits rose and share price soared, it became the darling of analysts. However, when the South African economy turned sour, customers started defaulting on their loans, and ABIL and African Bank began to struggle. As ABIL's stock price dropped, the management team faced difficult questions about the company's lending practices, risk management processes, and plans to turn the business around. By 2014, the situation was grim, and pressure mounted from shareholders and market regulators for the board to take action. The case details the history of unsecured lending in South Africa, describes the regulatory, social, and legal contexts for the company and its business model, and explores the company's unique corporate structure and executive and director dynamics.

Less than a year after joining the board of African Bank Investments Limited (ABIL), the newest director finds himself in difficult discussions with other directors about removing the struggling company's CEO. The case is set in South Africa in mid-2014 as shares in ABIL, which traded on the Johannesburg Stock Exchange, are declining precipitously. The case describes ABIL's origins and evolution, including the acquisition and growth of its wholly owned subsidiary African Bank, a provider of unsecured loans to help individuals pay for expenses such as vehicle repairs, home renovations, funeral costs, medical bills, and education. As ABIL's profits rose and share price soared, it became the darling of analysts. However, when the South African economy turned sour, customers started defaulting on their loans, and ABIL and African Bank began to struggle. As ABIL's stock price dropped, the management team faced difficult questions about the company's lending practices, risk management processes, and plans to turn the business around. By 2014, the situation was grim, and pressure mounted from shareholders and market regulators for the board to take action. The case details the history of unsecured lending in South Africa, describes the regulatory, social, and legal contexts for the company and its business model, and explores the company's unique corporate structure and executive and director dynamics.

Supplement to HBS Case 319-046. The case describes the events that took place in the run-up to the 2018 Annual General Meeting, the voting outcome, key perspectives on success factors, and the challenges that The Weir Group faced in the near future.

In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the company's executive remuneration system. The stakes were high: two years earlier shareholders had so roundly rejected a proposal to reform the company's executive pay arrangements that the result had hit the headlines. A new pioneering proposal had been put together-one that, if successful, would not only mark a dramatic change for the company but would also serve as a test case for executive pay reform in the whole United Kingdom. Should they go ahead? How a second failure to get shareholders'approval would be recorded in the chronicle of a company soon to celebrate its 150th anniversary?

In the battle for control over China Vanke, the Chinese securities regulator steps in to censure Vanke and Baoneng for acting against the interests of the market and minority shareholders. The Chinese insurance regulator also finds Baoneng to be in violation of insurance regulations, and subjects its insurance arm to severe restrictions on further sales of its products. A rival private property developer, China Evergrande, also joins the fray, buying enough shares to become Vanke's third largest shareholder. The case finally relays how the battle for control winds down and the eventual resolution.

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors'mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's allegations, and also responds to the Shenzhen bourse's inquiries regarding the validity of the board vote.

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed transaction.

Leaders of the mid cap buyout group at Ardian, the Paris-based private equity firm led by Dominique Senequier, have been asked to review and assess the governance model the firm uses for majority-owned companies in its portfolio. The case describes the governance model and then shows how it has worked in practice at two companies: Italy's orthopedic implant maker Lima Corporate and French chemical company Novacap. For each company, the case describes how Ardian decided on the investment and established a board of directors, and details the deliberations around some of the critical decisions made by each board during Ardian's tenure as majority shareholder. Through the two examples of Lima and Novacap, the case invites students to evaluate Ardian's approach to corporate governance in its portfolio companies and to recommend possible changes or improvements.

Snap Inc.'s chairman must decide how to address investor concerns about the company's unprecedented plans to issue only non-voting shares in its upcoming IPO. The case is set in early 2017 following the public availability of Snap's IPO filing with the U.S. Securities and Exchange Commission (SEC). It describes the company's meteoric rise from its conception by its young founders in 2011 to its multi-billion dollar valuation. When Snap filed for its long-anticipated IPO that could value it at more than $20 billion, it described its plans to go public with three share classes providing public investors shares with no votes on matters customarily put to a shareholder vote and allowing its two co-founders control over such matters. The case details the checkered history of multiple share class structures, highlights arguments for and against them, and explores the potential implications for index funds. Investors managing over $3 trillion sent a letter to Snap Chairman Michael Lynton and Co-Founders Evan Spiegel and Robert Murphy asking them to reconsider the share structure just one day after the company's S-1 was made public. As controversy mounted and with the IPO possibly just a month away, Lynton must decide how to respond to the investors'letter.

Snap Inc.'s chairman must decide how to address investor concerns about the company's unprecedented plans to issue only non-voting shares in its upcoming IPO. The case is set in early 2017 following the public availability of Snap's IPO filing with the U.S. Securities and Exchange Commission (SEC). It describes the company's meteoric rise from its conception by its young founders in 2011 to its multi-billion dollar valuation. When Snap filed for its long-anticipated IPO that could value it at more than $20 billion, it described its plans to go public with three share classes providing public investors shares with no votes on matters customarily put to a shareholder vote and allowing its two co-founders control over such matters. The case details the checkered history of multiple share class structures, highlights arguments for and against them, and explores the potential implications for index funds. Investors managing over $3 trillion sent a letter to Snap Chairman Michael Lynton and Co-Founders Evan Spiegel and Robert Murphy asking them to reconsider the share structure just one day after the company's S-1 was made public. As controversy mounted and with the IPO possibly just a month away, Lynton must decide how to respond to the investors'letter.

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund activist, Pershing Square had quietly amassed a 9.7% stake in Allergan prior to the Valeant bid, making Pershing Square Allergan's largest shareholder. The case presents students with many of the decisions Allergan's directors faced amid challenges to Allergan's governance, management, and business model. In particular, the Allergan board must decide whether to pursue a $10 billion acquisition of Salix Pharmaceuticals while under threat of a proxy contest and a special shareholder meeting to vote on replacing Allergan's directors with a slate more favorable to the Valeant merger. The proposed Salix acquisition would give Allergan a new therapeutic market but would also make Allergan too big for Valeant to acquire.

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund activist, Pershing Square had quietly amassed a 9.7% stake in Allergan prior to the Valeant bid, making Pershing Square Allergan's largest shareholder. The case presents students with many of the decisions Allergan's directors faced amid challenges to Allergan's governance, management, and business model. In particular, the Allergan board must decide whether to pursue a $10 billion acquisition of Salix Pharmaceuticals while under threat of a proxy contest and a special shareholder meeting to vote on replacing Allergan's directors with a slate more favorable to the Valeant merger. The proposed Salix acquisition would give Allergan a new therapeutic market but would also make Allergan too big for Valeant to acquire.

Describes the basic elements of a typical corporate compliance or ethics program, focusing on the components of an'effective'program set forth in the U.S. Organizational Sentencing Guidelines as revised in 2010. Outlines key issues in program design and implementation and provides an overview of relevant research.

Richard Wingfield considers whether to continue a cooperative agreement with industry peers in the deep-sea parcel tanker shipping industry. What are the economic and strategic implications of ending the agreement? What are the legal implications of continuing? Where is the line between cooperation and conspiracy, and what should a company do if the legality of a long-standing business practice comes into question?

When do antitrust laws come into play in a bidding situation? What should a company do if an antitrust violation is uncovered? This memo discusses'hard-core'antitrust violations, focusing on bid rigging and market allocation, under the laws of the U.S. and other leading antitrust regimes.

On the eve of trial, and after nearly 14 years of pre-trial litigation, the parties in Wiwa v. Royal Dutch/Shell jointly announced that the four U.S. lawsuits stemming from the execution of the Ogoni Nine in 1995 had been settled.

This note addresses some of the most frequently asked questions about the relation between human rights and business. Topics include the definition of human rights, the business leader's role regarding human rights, and legal liability of companies and executives for violating human rights.

The new outsider-dominated board of directors of China's state-owned Baosteel Group must decide whether to modify the Group's structure. With the completion of a pending acquisition, the Group will control four publicly listed steel-producing subsidiaries, and board members are concerned about competition among the subsidiaries and about the subsidiaries'public shareholders. Selected by the Chinese government as the first company to take part in a pilot project on corporate governance in state-owned enterprises, Baosteel and its board are under intense scrutiny by Chinese and overseas investors in the listed subsidiaries as well as by China's political leadership and the media. The case provides background on Baosteel, China's SOE reform, the Chinese government's pilot project on corporate governance, and the functioning of Baosteel's newly constituted board of directors.

The (B) case describes the actions taken by Citigroup CEO Chuck Prince and his management team to right the company in the wake of the controversies and alleged misdeeds described in the (A) case.

Many of us will at some point in our professional lives encounter situations involving what we believe to be wrongful or injurious activities that may cause harm to innocent parties, our company, or the public. It may be necessary to bring the matter to the attention of someone who can do something about it--to engage in what is sometimes called'whistleblowing.'This note outlines some factors that should be considered when that happens.

The (A) case describes a series of controversial events and alleged misdeeds that placed Citigroup in the public spotlight and launched investigations into the company's business practices by regulators in Japan and Europe in the fall of 2004. CEO Chuck Prince must decide what to do to right the company and restore its reputation.

This note provides an introduction to the law of sexual harassment. It has three parts. Part One describes the laws on harassment in the United States. Part Two explores controversial and emerging aspects of the American legal framework. Part Three gives a brief overview of sexual harassment laws and policies in several regions of the world, including Europe, Asia, and Latin America.

The (B) case describes how the various business groups responded to the Chinese government's invitation to submit comments on its draft labor contract law and details the ensuing global controversy. The (B) case also describes changes made to the working draft and provides an overview of the law as finally enacted in June 2007.

The (A) case describes key provisions of the new labor contract law proposed by China's National People's Congress in 2006. The case invites students to consider how domestic and multinational companies should respond to the Chinese government's invitation to comment on the proposal. The case also describes the impetus for the new legislation and initial reaction to the draft by key business groups, legal scholars, and others.

Supplements the (A) case.

Supplements the (A) case.

The Haier Group, the first mainland Chinese company to make the Financial Times list of Asia's'most admired companies,'attributes its success in large measure to the new value system it has sought to instill throughout the organization. However, when Haier takes over the Yellow Mountain television factory in the distant Hefei province at the behest of Hefei's government, workers strike against the Haier culture and what it stands for. The immediate catalyst is the labor contract Haier has asked them to sign. Haier's management must decide what's fair and how to respond to the workers'demands in the face of local government pressure to compromise.

The CEO of ChoicePoint, a leading company in the rapidly growing U.S. personal data industry, must reexamine the company's business model after a serious breach of data security affecting some 145,000 U.S. citizens. He must decide on steps to strengthen data protection in the company and clarify his stance on regulating a largely unregulated industry.

The top management team at Charles Veillon, a Swiss mail-order company, is considering whether to work with a human rights organization to monitor the labor practices of its suppliers. A particular concern is avoiding child labor and other forms of workplace coercion.

Provides a basic framework for ethical analysis of management decisions, policies, and plans of action.

Supplements the (A) case.

Supplements the (A) case.

The division human resources officer must decide whether to discipline a long-time employee for misusing company time and for improperly filling out time cards for his work on government contracts. Intended to focus on the various factors relevant to disciplining employees for violating company policy as expressed in the code of ethics.

Supplements the (A) case.

The general manager for U.S.-based Sealed Air Corp.'s Taiwan subsidiary must decide how to improve productivity and achieve profitability. In addition to considering a new approach to compensation, he is wondering how to bridge the gap between Sealed Air's corporate culture and local business practices in Taiwan. A particular problematic practice is the local use of'tea money.'

Members of the Public Co. Accounting Oversight Board--a private-sector, nonprofit body created by the Sarbanes-Oxley Act of 2002--must determine the form and content of a new auditing standard on internal control that will fulfill the requirements of Section 404 of the act. After receiving comments from issuers, investors, and accounting firms, board members contemplate the necessary scope of an audit engagement to evaluate the effectiveness of internal controls and restore investors'confidence in financial reporting. Gives students an opportunity to consider the role of external regulation and self-regulation and such issues as the difficulties of cost-benefit analysis for proposed regulations, the relation between rules and discretion, the differences between investor and executive perspectives, and the apportionment of responsibilities among management, internal auditors, and external auditors.

Sealed Air Corp.'s CEO and COO are considering what approach they should take to building a seamless corporate culture worldwide. Anticipating continuing growth and expansion, especially outside the United States, they are concerned with preserving and promoting the culture that has been one of the company's key assets. However, their experience in integrating acquired companies, especially outside the United States, has heightened their awareness of differences among the regional cultures of the world and the challenges they face in maintaining a unified corporate culture.

Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the PeopleSoft board's adoption of a'Customer Assurance Program'is a permissible move to protect customers or an impermissible takeover defense.

Provides a brief overview of the employment-at-will doctrine, an important concept unique to the U.S. legal system and business landscape. Briefly surveys the history and development of this doctrine and certain limitations and exceptions to it, as well as some of the distinguishing features of the employment termination process in the United States relative to other countries.

Provides a brief historical overview of dual class share companies in the United States, focusing on the New York Stock Exchange's evolving position on dual class structures since the 1920s, the impact of hostile takeovers on their use since the 1980s, and recent perspectives on their utility and appropriateness. Concludes with a brief discussion of the role of dual class structures in recent debates over Europe's takeover laws.