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Hershey Food Corporation

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HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE

Teaching Note

Synopsis and Objectives

The proposed sale of Hershey Foods Corporation (HFC) during the summer of 2002 captured headlines and imaginations. After all, Hershey was an American icon, and when the company’s largest shareholder, the Hershey Trust Company (HSY), asked HFC management to explore a sale, the story drew national and international attention. The company’s unusual governance structure put the Hershey Trust’s board in the difficult position of making both an economic and a governance decision. On the one hand, the board faced a challenging economic decision that centered on determining whether the solicited bids provided a fair premium for HFC shareholders. On the other hand, the governance decision required the board to balance its fiduciary responsibility against the original mandate of Milton Hershey to support the Hershey School in perpetuity. The fiduciary responsibility is relatively simple compared with satisfying a broad array of constituents, including the Hershey community, HFC employees, and Pennsylvania’s attorney general.

In addition to this teaching note, we provide a variety of teaching supplements to support a discussion of the complex issues presented by the case:

• Video footage of the Hershey community and key players in the case

• Excel spreadsheets for key case exhibits

• Excel spreadsheets for key teaching-note exhibits

• Projection-ready copies of case exhibits

• Projection-ready copies of teaching-note exhibits

All these materials reside on a single CD with a menu format. The videos are particularly useful in bringing to life the stakeholder issues through the statements of Bill Alexander and Richard Zimmerman. Alexander was a successful entrepreneur serving on the trust’s board, and Zimmerman, a

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