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MBA Review Magazine:
Corporate Financial Governance and Ethics Dilemma
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This case study deals with approaches to ethics, corporate governance and strategic issues in the field of investment banking. It discusses ethical issues in finance and the behavioral effects of one's action on others in the corporate market; agency problem and incentives associated with it; and financial network contracts with responsibilities, incentives and wealth maximization issues - all of which are of topical relevance for the current management students and practitioners.

 
 
 

In the case study discussed here, Rama Dutt faced an ethical predicament at a private family owned Investment Bank subsidiary whose customers were largely family owned small and medium-size companies. The CEO and Chairman, of the I-Bank, Sunil Kher, concealed information in the form of a better and higher offer to a prospective customer and thwarted Dutt efforts, which caused the deal negotiations to break down.

It was September 30, 2008, when Rama Dutt, aged 38 years, had just moved to Mumbai from Gurgaon, a fast growing city adjacent to New Delhi. Earlier, in the year 1998 Dutt had joined as VP (Corporate Strategy) one of the largest soft drinks company in India, the `Cola' company (CC) with over 50 bottling facilities all over the country. There in the past decade, Dutt's company had successfully acquired 10 bottling companies besides 12 small soft drinks companies around the country. Under Dutt, the company had also divested in fast food sector successfully through acquisitions. The total revenue of the company had grown by around 20 times in the last 10 years to around Rs. 1,000 cr (one cr = 10 mn). However, the weather conditions at Gurgaon never suited Dutt and he was always suffering from some kind of sickness. Around three months back, Dutt decided to leave Gurgaon.

Starting from October 1, 2008, Dutt was joining as the Branch Head of Mumbai Branch and Head (Strategic Business) of the global investment subsidiary of a private bank in India at its Corporate Head office. The subsidiary was called `GIBA I-Bank' (GB) with eight branches in the country and two branches in the US, with its Corporate Head office in Mumbai, which was also functioning as the Mumbai Branch. However, his earlier employer, CC was generous and sympathetic to his health needs and in the process gave him an option to return and join the same position by December 31, 2008.

The GB was the lead I-Bank for the CC, which had completed 90% of the acquisition deals, and divestitures of the CC during the last 10 years and in due course, had developed specialization in this sector and size of the deals besides developing a very special business relationship with Dutt. It was pure coincidence that GB's Head Strategic and Branch Head, Mumbai, was retiring after a service of 15 years in the organization and seven years in the said position and GB were looking for a replacement. GB on knowing that Dutt was looking for a suitable job in Mumbai, offered him the position at its Corporate Head Office. This was the first time in the last two decades that someone from outside the organization had been offered such a high position.

 
 
 

MBA Review Magazine, Corporate Financial Governance, Investment Banking, Global Investments, Strategic Business, Business Network, Business Customers, Investment Bankers, Job Market, Private Banks, Small and Medium Size Companies.