The newly appointed president and chief operating officer (COO) of
Olympus Corporation of Japan was called to an emergency board meeting.
The purpose of the meeting was to discuss governance issues regarding
corporate mergers and acquisitions (M&A). However, it would be no
ordinary meeting. Since assuming the role of president in April 2011,
the president discovered evidence of corporate fraud on a large scale.
He had commissioned an external auditor report that showed a significant
loss of shareholder value. His call for changes to be made to the
Japanese board of directors had been met by resistance. How should he
plan for the meeting? What could he expect? What position should he
take? How should he influence decisions regarding the company's
immediate problems and its longer-term corporate governance?