Product Overview

This case revolves around the proxy battle launched by a little-known activist hedge fund, Engine No. 1, against oil and gas behemoth ExxonMobil in late 2020. The case describes the history and corporate governance of ExxonMobil, as well as its current strategic orientation and challenges. The case provides an opportunity to discuss ExxonMobil’s competitive positioning and performance and to evaluate Engine No. 1’s recommendations. Students must take the perspective of an investor to assess the merits of the two slates of director nominees and vote on which directors to elect to ExxonMobil’s board. At Darden, this class is taught in the second-year MBA elective “Strategic Corporate Governance”; it would also be suitable in courses covering activist investing, shareholder activism, and environmental, social, and corporate governance (ESG).

Learning Objectives

(1) Understand why proxy battles occur and the process through which these events unfold. (2) Examine and evaluate the tactics used by companies and activist investors to build support in an activist campaign. (3) Consider the role of activist investors in corporate governance and the effectiveness of boards of directors.