The price of honour: The corporate governance of Banco Espirito Santo

The Price of Honour is a case study, supported with teaching notes, which describes the events and circumstances surrounding the implosion of one of Portugal’s most systemically important banks - Banco Espírito Santo (BES). The case focuses on BES’s corporate governance and how the Espírito Santo family’s tight control of the bank led to its exploitation. Although the situation caught the attention of the bank’s supervisors, their untimely actions could not prevent BES’s financial health from crumbling only two months after a rights issue. With little leeway, the supervisors put forward a resolution which dramatically ended the bank’s centennial legacy.

Corporate governance failure at PT

The following case study depicts the bitter transfiguration of Portugal Telecom, SGPS (PT), a multinational telecommunications company that was once an honourable flag of innovation, corporate governance standards in Portugal and overseas. It scrutinises the controversial episodes that paved the way for the pitiful condition in which PT is nowadays: a company that carries the weight of a ruinous €897 million investment in a defaulted company and no more than a 25.6% stake in a heavily indebted Brazilian carrier. The free-fall is made, ironically, of a complete disregard for best corporate governance practices, allowing for PT’s major shareholders to take over the helm of the company, using it selfishly as a cash cow.

Does the existing Corporate Governance structure and strict Legal Framework, affect the strategic decisionmaking of CEOs?

This thesis is a case study on Corporate Governance and Business Ethics, using the Portuguese Corporate Law as a general setting. The thesis was conducted in Portugal with illustrations on past cases under the Business Judgment Rule of the State of Delaware, U.SA along with illustrations on current cases in Portugal under the Portuguese Judicial setting, along with a comparative analysis between both. A debate is being considered among scholars and executives; a debate on best practices within corporate governance and corporate law, associated with recent discoveries of unlawful investments that lead to the bankruptcy of leading institutions and an aggravation of the crisis in Portugal. The study aimed at learning possible reasons and causes for the current situation of the country’s corporations along with attempts to discover the best way to move forward. From the interviews and analysis conducted, this paper concluded that the corporate governance structure and legal frameworks in Portugal were not the sole influencers behind the actions and decisions of Corporate Executives, nor were they the main triggers for the recent corporate mishaps. But it is rather a combination of different factors that played a significant role, such as cultural and ethical aspects, individual personalities, and others all of which created gray areas beyond the legal structure, which in turn accelerated and aggravated the corporate governance crisis in the country.

Mergers and acquisitions in the banking sector: An empirical review of the impact of merger announcement on abnormal returns

A Work Project, presented as part of the requirements for the Award of a Masters Degree in Management from the NOVA – School of Business and Economics

Proxy statement proposals after the 2008 financial crash

A Work Project, presented as part of the requirements for the Award of a Masters Degree in Finance from the NOVA – School of Business and Economics

Shareholder activism worldwide: Evidence from voting

A Work Project, presented as part of the requirements for the Award of a Masters Degree in Finance from the NOVA – School of Business and Economics

Italian interlocking directorates: structure, evolution and cross-country comparisons

A Work Project, presented as part of the requirements for the Award of a Masters Degree in Management from the NOVA – School of Business and Economics

The effect of ownership concentration on management behavior in Belgian banks: A case study

Double Degree. A Work Project, presented as part of the requirements for the Award of a Master’s Degree in Finance from NOVA – School of Business and Economics and a Masters Degree in Management from Louvain School of Management

Board independence and innovation

Legislation introduced in the U.S. in 2002/2003 significantly changed board composition of public firms by imposing a 50% independent directors’ ratio. Research on the effect of independent directors is not consensual, implying that this exogenous shock is a unique opportunity to study their importance. This study answers the question of whether or not independent directors can effectively mitigate agency conflicts between shareholders and the management, having a positive impact on the choice of successful R&D projects. We find that an increase of board independence has a positive impact on patent counts. Hence, the results support that independent directors truly spur innovation and risk taking.

The good, the bad and the ugly: The fall and resolution of Banco Espírito Santo

This case study – and accompanying teaching note – briefly describes the history of the Espírito Santo family, a banking dynasty who led one of Portugal’s leading economic and financial groups, along with its “crown jewel”, Banco Espírito Santo. It chronicles how the corporate governance issues at BES allowed the family to exploit the bank, its shareholders and its customers, so as to support its unprofitable non-financial businesses. This left the bank in a poor financial situation, which deteriorated beyond control, leaving regulators – whose actions are also analysed here – with no alternative, amidst a severe liquidity crisis, but to apply a resolution measure, pinning large losses on junior bondholders and shareholders before recapitalising the bank.

Proxy statement proposals after the 2008 financial crash

In traumatic financial times, both shareholders and the media promptly blame companies for lack of decent corporate governance mechanisms. Proxy statement proposals have increasingly been used by the more active shareholders as to vindicate managers to correct anomalies and restore financial markets’ confidence. I examine the proposals of the largest companies in the S&P 500 index after the Lehmann Brothers crash and their effect on stock prices. Proposals initiated by shareholders negatively impact the company’s stock price, particularly if the proposers are unions, pension funds and institutional investors. Also, I find corporate governance proposals to harm firm’s market performance, unlike compensation and social policy proposals whose effects are intangible. The exception to these disappointing attempts to improve companies’ conduct relies on proposals shared by several investors.

Carl Icahn pushes ebay to spin-off paypal

The following case-study describes the situation involving eBay, PayPal and Carl Icahn as of February 2014. Its structure is divided between the narrative and a teaching note. The case narrative describes all the events between the three parties until the 24th of February 2014, when the activist investor Carl Icahn sends a public shareholder letter strongly criticizing eBay’s board and corporate governance practices while proposing at the same time the spin-off of PayPal from eBay. The teaching note intends to analyse the possibility of spinning-off PayPal, while at the same time analysing the Corporate Governance issues in eBay’s board. The final conclusion in the teaching note is favourable towards the spin-off of PayPal.

PT Multimedia

The purpose of the present case – and accompanying Teaching Notes – is to better understand the spin-off of PT Multimédia, by Portugal Telecom, after receiving a Public Takeover Offer from Sonaecom, in 2006. The Government and the Competition Authority had never looked in a serious way at PT’s dominant position and the lack of room for competition in the TMT sector – PT was the owner of both the cable and copper networks, having access to privileged information from its competitors with control over the wholesale and retail businesses. In 2006, the company received a takeover offer from Sonaecom, the TMT subsidiary from the Portuguese conglomerate Sonae. The offer was voted and rejected by a majority of PT shareholders, but the whole process triggered several recommendations from the regulatory bodies. As a result, PT divested its cable business with the spin-off of PT Multimédia, giving birth to a new competitor and a totally different landscape in the telecommunications sector in Portugal.

Portugal Telecom

This Masters Thesis aims to be used in class for teaching purposes. The primary objective of the case is to understand the way critical anti-takeover measures can be used in a hostile takeover environment. The case portrays not only all defensive tools used by PT against Sonaecom (conditioned by the Portuguese Securities Code) but also all major interactions with relevant stakeholders. Communication is positioned as a central tool to stakeholders’ interaction. As a consequence of that, students are supposed to comprehend how PT used this instrument to implement its defensive strategy. This Masters Thesis was written essentially from PT’s perspective but it also includes all available Sonacom’s public statements and data. It joins several different points of view (from PT’s CEO and top management to PT’s employees and labor unions). Therefore, it is not supposed to mach exactly to one’s perspective of Sonecom’s takeover attempt but instead to be an aggregate view of the case. The mains idea is to promote debate in order to create an interactive class environment among session’s attendants. Main areas developed in this Thesis are Mergers and Acquisitions, Corporate Communication and Corporate Governance. The case's recommended questions are in line with these areas. Suggested answers for these questions are balanced with some academic documentation that can be complemented with some in-class notes according to the session's objectives.