Chesapeake Energy Corporation

This case provides a summary of events reported in the proxy statements filed with the SEC by Chesapeake Energy Corporation from its initial public offering in 1993 through 2011. These actual events provide a vehicle for the discussion of corporate governance issues and the means to effect a change in governance practices. Students are asked to perform two tasks. The first is to identify possible governance issues. The second is to suggest actions a shareholder might take. The objective of the first task is to provide students with experience in critically evaluating the governance structure and related actions taken by an actual board of directors. On completion, students should be better prepared to recognize signs of governance weakness beyond commonly discussed structural elements. The second task asks students to create a list of tactics that could be employed to influence corporate policies. The objective is to highlight the limited options available to most investors and to prompt some students to pursue corporate activism or the defenses against activism. The case is intended for use at the graduate level.