# F3 — MBA
*3 ACF® pedagogical cases for MBA Year 1 / Year 2 programs and equivalent training.*

---

## F3-C1 — The Agent at the Executive Committee: Who Prepares What for Whoever Decides

### Identity

| | |
|---|---|
| **Level** | MBA Year 1 or Year 2 — Strategy & Governance / Leadership concentration |
| **Recommended duration** | 4h (1h analysis + 1h30 production + 1h30 simulated committee) |
| **Format** | Teams of 5-6, Executive Committee role-play (CEO, CFO, COO, CHRO, CSO, General Secretary) + invited independent director |
| **Final deliverable** | 6-page arbitration memo to the Board + draft charter on Executive Committee agent use + reversibility plan |

### Brief

**ATALANTE GROUP.** CAC Mid 60 listed group, B2B energy equipment. Revenue €3.2B (2025), 11,200 employees, 4 BUs (Power Systems / Grid / Renewables / Services). Listed on Euronext Paris, 58% free float, BlackRock 6.2%, Amundi 4.1%, Atalante family holding 18%. Depressed share price −18% over 12 months (underperforming vs Stoxx Energy +4%).

**The context.** CEO Antoine de Marçon (61, 8 years in post) had **Pythia** built — a strategic preparation agent. Pythia has read access to: group data warehouse, market intelligence providers (S&P, Wood Mackenzie, BNEF), sell-side analyst notes, monthly BU reports, historical Executive Committee memos (8 years).

For each Executive Committee meeting, Pythia produces:
- A *framing memo* (15-20 pages, HBR-style structure)
- *Quantified scenarios* (3 scenarios per topic, modeled)
- A *reasoned recommendation* (with confidence level)
- *Suggested questions* (which the CEO may use or not)

Over the past 14 months, of the 47 major files handled by the Executive Committee, **41 decisions followed Pythia's recommendation**. 6 decisions diverged. Of these 6, 4 turned out retrospectively to be less good than Pythia's recommendation.

Antoine wants to **extend Pythia to the Strategic Committee of the Board of Directors** (COSTRAT, 4 meetings/year, 9 directors). Pythia would produce the *preparatory briefs* sent 7 days before each session.

**The tensions.**

- **Independent director Hélène Chartier** (61, former CEO Veolia Water, chair of the audit committee) refuses: "If the agent prepares what I'm supposed to think for the Board, what do I bring? My fiduciary mandate — duty of care, art. L. 225-251 of the French Commercial Code — requires me to think, not to validate machine thinking."
- **General Secretary Marc Tessier** warns: "If Pythia produces the recommendation, the Board follows the recommendation, and there is a shareholder dispute (derivative action or class action) — who is liable? Pythia's publisher? The CEO who deployed it? The directors who validated it?"
- **CFO Pierre Vaubert** (CFO for 9 years) defends it: "My function is also to prepare Executive Committee meetings. Pythia frees up 40% of my time, which I redirect to substantive analysis and shareholder relations. The result: better outcomes."
- **Director representing the family holding Charles Atalante** (47) worries: "Pythia has 8 years of historical Executive Committee memos. She has learned our decision-making culture. If the family pact evolves, will the agent remain anchored in the current orientation? Is there a continuity bias?"
- **The 41/47 follow-up rate**: an external consultant (Spencer Stuart, governance) qualifies this ratio as "excessive" and flags a risk of **algorithmic groupthink**.
- **The market**: *[Fictional scenario]* an American activist fund (1.8% of capital, named "*ANV Capital*" for this case) threatens a *proxy fight* at the 2026 AGM, denouncing "*governance weakened by the cognitive outsourcing of the Executive Committee*".
- **DDAO Maître Pierre-Henri Caillet** (Delegated Decision Agent Officer — keep acronym, defined here on first occurrence — of the Board, 64, former Bredin Prat partner then independent director — appointed Board DDAO 4 months ago at the Audit Committee's proposal, in response to Trian/ANV pressure and the contemplated COSTRAT extension) — **reporting directly to the Board**, *not* to the CEO (critical point: a DDAO who depends on the CEO cannot audit an agent serving the CEO). Position: "Extending Pythia to COSTRAT is unacceptable as it stands. If the Board accepts it, I require at a minimum (1) that I receive the complete prompt history and model versions for each ATHENA note, (2) that I have an independent counter-expertise budget (≥ €200K/year) to have Pythia's recommendations evaluated by a third-party firm, (3) that I can withdraw a topic from the Pythia agenda without having to justify it, (4) that directors have autonomous query access to Pythia (without the management seeing their questions)."

### Mission

You are a governance consultancy mandated by the Board of Directors (commission voted 6 to 9). Deliver in 4 weeks:

1. **Can Pythia be extended to COSTRAT? Under what conditions?**
2. **What framing for Pythia's use at the Executive Committee (retroactively) — to reduce algorithmic groupthink risk?**
3. **What reasoned response to the *ANV Capital* fund for the AGM?**

### Provided documents

- Pythia technical note (architecture, data mobilized, known limitations)
- 47 Executive Committee memos from the last 14 months + Pythia recommendations + actual decisions
- Public letter from the activist fund *ANV Capital* (4 pages — *fictional document*)
- Spencer Stuart note on AI-related governance challenges (Spencer Stuart publishes regularly on governance — *sector reference, specific report fictional for the case*)
- AMF framework: public positions on AI in financial information + market recommendations AFG/AFEP-MEDEF (to be supplemented by any AMF publication in force at the time of the course)
- AFEP-MEDEF Code 2024 version — relevant articles (duty of care, committee operations)
- Legal precedent: *Re Caremark* (Delaware, 1996) — director duty of oversight
- Comparative table of the 4 divergent decisions: what Pythia recommended vs what was decided vs what happened

### ACF tools to mobilize

ACF-00 (Executive Committee Decisional Sovereignty Score) → ACF-01 + ACF-02 (mapping of Executive Committee decision types) → ACF-03 (Pythia Agentic Constitution — non-negotiable rules, e.g., "Pythia never produces a recommendation on topics touching Board composition or CEO compensation") → ACF-12 (Differentiated Agent Mandate Executive Committee vs COSTRAT) → ACF-08 (Registry — director transparency requirement) → ACF-10 (governance audit) → ACF-11 (fiduciary risk matrix) → ACF-13

### Expected deliverables

1. **6-page arbitration memo** to the Board (structure: context, options, recommendation, plan, residual risks, plan B)
2. **Pythia usage charter**:
   - Which topics are prepared by Pythia, which are excluded
   - How Pythia produces (explicit recommendation or scenarios only without reco)
   - Who can consult Pythia, who can query, who can modify the prompt
   - How directors are informed of Pythia's role
3. **Anti-groupthink mechanisms**:
   - Mandatory "Devil's advocate prompt" (Pythia also systematically produces the position contrary to its recommendation)
   - Divergence quotas (X% of decisions must diverge to signal healthy functioning)
   - Annual audit by independent firm
4. **Response to the *ANV Capital* fund**: 2 pages, defensible posture
5. **Reversibility plan**: how the organization can roll back in 90 days if Pythia proves problematic
6. **Liability framework**: who legally bears the decision when Pythia recommends
7. **Formal mandate of DDAO Pierre-Henri Caillet**: scope of topic-withdrawal right, counter-expertise budget, access to prompts + model versions, modalities of autonomous director access to Pythia (read-only, isolated from CEO logs), annual public report to the Board on Pythia's use

### Evaluation grid

- **Context understanding (15)**: having understood that this is NOT a technical decision but a **fiduciary and governance** decision. A participant who treats Pythia as a productivity tool caps at 8/15
- **Decisional mapping (15)**: fine-grained segmentation of Executive Committee/COSTRAT topics (M&A / appointments / compensation / LT strategy / crisis management / BU arbitrations / ESG topics) with clear exclusion of certain perimeters
- **Relevance of autonomy level (20)**: Pythia should NEVER be at "recommendation autonomy" on (1) Board composition, (2) executive compensation, (3) transformative divestiture or acquisition, (4) reputational crisis management. On other topics, *deciding the admissibility* of an algorithmic recommendation is a trade-off
- **Anticipation of drifts (15)**: cite at minimum:
  - **Algorithmic groupthink** (Pythia's confidence scoring reinforces itself on topics where she is followed, creating a confirmation bias)
  - **Path dependence** (Pythia trains future directors to validate algorithmic recommendations)
  - **Cognitive offloading** (directors progressively lose the capacity to produce a quality brief)
  - **Capture by the CEO** (Pythia is parameterized by the CEO, thus reflects his vision — which invalidates the Board's control function over the CEO)
  - **Litigation risk** (derivative action, duty of vigilance, civil liability of directors)
- **Bonus audacity (10)**: refusing the COSTRAT extension with a **fiduciary** argument + proposing instead a use of Pythia **by directors themselves autonomously** (each director can query Pythia independently, but no Pythia note is shared with the entire Board) earns the bonus

### Analytical leads (instructor)

**The trap**: the "proof by numbers" (41/47 = 87% follow-up rate, 4/6 divergences less good). Good MBAs know that **a high follow-up rate is NOT proof of quality** — it is a possible signal of groupthink, cognitive laziness, or information asymmetry (Pythia presents her recommendation with authority, the Executive Committee should be more, not less, wary of it).

**Frequent error**: confusing "agent that prepares" and "agent that decides." Pythia does not formally decide. But by producing the *framing memo*, *the scenarios*, *the recommendation* and *the questions to ask*, she structures the decisional field so thoroughly that she decides *de facto*. This is the difference between **formal autonomy** (who signs) and **effective autonomy** (who structures the possible).

**Doctrinal reference**:
- **Re Caremark** (Delaware Court of Chancery, 1996) — *board's duty of oversight*
- **Stone v. Ritter** (Delaware Supreme Court, 2006) — Caremark duty
- **AFEP-MEDEF Code** (updated December 2022) — art. 1 (director competencies), recommendations on committee functioning
- **PACTE Law** (Law no. 2019-486) — purpose and corporate interest
- **AMF** — public positions on AI and financial information (to be supplemented by publications in force at the time of the course)
- **Cognitive offloading** (Sparrow, Liu & Wegner, *Google Effects on Memory*, Science 2011) — how a cognitive tool modifies human capacity over the long term
- **Principal-agent problem** extended: here the agent in the corporate sense (the CEO, agent of shareholders) delegates to an agent in the AI sense (Pythia). Double delegation, double risk.

**To go further**: introduce the notion of *decision provenance*. When a decision is made, can one trace **who influenced what**? With a Pythia agent, traceability requires not only logging outputs, but also *prompts* and *successive models* (versioning). This is a fiduciary auditability requirement that goes far beyond GDPR or DORA.

**Reading of the case by the DDAO**: Pierre-Henri Caillet operationalizes what was only a fiduciary intuition — the idea that **the Board cannot cognitively depend on an agent parameterized by the management it is supposed to control**. His structural contribution: *separate Board access from Management access*, create an independent counter-expertise budget (≥ €200K/year, outside the CEO's budget), and require an **annual public report** on Pythia's use. A participant who proposes this arrangement (and argues for it as a new governance standard that other CAC 40 companies should adopt) reaches the audacity bonus. Note: the Board DDAO role is *still experimental* in France (2026) — Atalante can include it in its integrated report as a governance innovation, transforming a perceived weakness (the use of Pythia) into a signal of maturity.

### Variants & extensions

- **V1 — sensitive topic**: Pythia produces a recommendation on the divestiture of the Renewables BU. Clear recommendation: "divest to GE for €1.1B". The Board follows. 18 months later, market valuation of the spin-off BU = €2.4B. Shareholder lawsuit. What does the Registry say? How does the Board defend itself?
- **V2 — outgoing CEO**: Antoine announces his departure. Does the successor (internal or external) inherit Pythia? Reset or continuity?
- **V3 — active activist**: *ANV Capital* obtains 4.9% and demands a seat. Its first action will be to "disconnect" Pythia. How does the Board defend Pythia *if* it has decided to defend her?

---

## F3-C2 — AI Recruitment in a Mid-Cap: AI Act Compliance, DPIA, Bias and Labor Court Lawsuit

### Identity

| | |
|---|---|
| **Level** | MBA Year 1 / Year 2 — HR, Strategy & Compliance concentration |
| **Recommended duration** | 4h (1h30 brief + 2h production + 30 min audit debrief) |
| **Format** | Teams of 4-5, role-play CHRO + DPO + Legal + Talent Lead + Business unit Director |
| **Final deliverable** | DPIA + AI Act compliance matrix + contractual clauses + governance plan + simulated lawsuit response plan |

### Brief

**STELVIO TECHNOLOGIES.** French tech scale-up, IPO on Euronext Growth in 2024 (valuation €1.1B). B2B SaaS platform (workflow automation for the public sector). 612 employees, planned growth of +180 people in 2026 (engineering, sales, customer success).

**The context.** CHRO Marina Volpi (38, former Datadog Recruitment Lead) deployed in Q4 2025 **TalentForge**, a recruitment agent based on LinkedIn Recruiter API + custom layer (vendor: Nantes-based Series A start-up):

- **Autonomous sourcing**: screening of 12,000 LinkedIn profiles/month, generation of personalized messages, 14% response rate (vs 6% manual)
- **Autonomous CV screening**: screening of 8,400 applications/month, scoring on 18 criteria, top 12% pre-selection sent to human recruiters
- **Conversational pre-interview**: agent that conducts a 25-min text pre-interview (experience validation, motivation, salary expectations, availability)
- **Hire/no-hire recommendation**: for candidates reaching the 3rd round, the agent produces a "fit / no-fit" note with score on 6 dimensions

In Q2 2026, Marina proposes to:
- Move **CV screening to full autonomy** (up to top 5%, removing intermediate human review)
- Extend the **conversational pre-interview to 100% of positions** (currently 35%: engineering only)
- **Entrust pre-interview-stage rejections to TalentForge autonomously** (sending the rejection email, without human validation)

**The tensions.**

- **DPO Sandra Rodriguez** recalls that **AI Act Annex III pt 4** systematically classifies AI systems "*intended to be used for recruitment or selection*" as **high-risk**. Consequence: obligations art. 26 (risk management), art. 27 (mandatory GDPR DPIA), art. 14 (effective human oversight), art. 13 (transparency).
- **Legal Lead Thomas Bréhier** warns of **3 ongoing lawsuits** in the sector (anonymized) involving similar tools: (1) a rejected candidate invokes GDPR art. 22 + access to algorithmic scoring, (2) a union sues for absence of worker representation in the deployment (art. L. 2312-38 of the French Labor Code), (3) a candidate alleges age bias (54, systematically rejected at all automated pre-selections on 18 applications).
- **Head of Engineering Ahmed El-Khoury** supports it: "We multiplied our recruitment velocity by 4 in 8 months. Without TalentForge, we miss the Board's targets (180 hires)."
- **An internal analysis** (Mazars audit commissioned by the Audit Committee) reveals that **the rejection rate at the CV screening stage is 31% higher for profiles from second-tier engineering schools** than for elite schools, at equivalent experience. Not direct discrimination but indirect discrimination (socio-educational proxy bias).
- **The Works Council (CSE)** demands to exercise its right to expertise (art. L. 2315-94) before any extended deployment.
- **The post-IPO AMF audit** has just flagged as "emerging risk" AI compliance in HR processes (impact on valuation and shareholder information).
- **DDAO Yasmine Bouzid** (Delegated Decision Agent Officer, 36, former CNIL lawyer then Privacy Counsel at DeepL — recruited in January 2026 to prepare AI Act compliance, reporting to the Audit Committee with a *reasoned opposition right* on any HR/recruitment AI deployment). Position: "The 3 actions proposed by Marina are legally indefensible as they stand (cf. AI Act art. 14 effective human oversight + GDPR art. 22). I formally oppose the 3 and propose instead a 6-month compliance trajectory: monthly fairness audit, scoring traceability + candidate access, systematic human escalation on any rejection, joint CSE review mechanism, 5-business-day candidate appeal. If Management refuses this trajectory, I escalate the matter to the Audit Committee + the Board — who will have to arbitrate between recruitment productivity and criminal/reputational risk."

### Mission

You are mandated by the Audit Committee. Decide in 6 weeks:

1. **Can TalentForge evolve toward the perimeter proposed by Marina? Under what conditions?**
2. **What immediate actions to bring the existing system into compliance (the 12,000 profiles sourced/month are already in high-risk AI Act, deployed Q4 2025)?**
3. **How to defend the company if one of the 3 types of ongoing lawsuits is filed against Stelvio?**

### Provided documents

- TalentForge technical note (model, training data, claimed fairness metrics)
- Mazars audit report (12 pages) with statistical annex on the detected socio-educational bias
- AI Act extracts: art. 13, 14, 26, 27, 86 + Annex III pt 4
- **CNIL** position on recruitment and AI (*AI & GDPR* cards + guidelines in force; CNIL has published several positions on recruitment assistance tools)
- 3 legal memos on ongoing lawsuits (anonymized, 4 pages each)
- Labor Code extracts: L. 2312-38, L. 2315-94, L. 1132-1 (discrimination)
- Doctrine: *Bostock v. Clayton County* (USCt 2020) — algorithmic discrimination
- Precedent: *HireVue* decision (US) following FTC investigation 2023

### ACF tools to mobilize

ACF-00 → ACF-01 + ACF-02 (per recruitment step × type of position × protected category sensitivity) → ACF-03 (TalentForge Agentic Constitution — non-negotiable rules such as "Never a final rejection decision without human validation", "Never any inference on age / origin / health status / orientation") → ACF-04 + ACF-12 → ACF-05 + ACF-09 → ACF-06 (Kill switch — sourcing pause upon bias suspicion) → ACF-07 (progressive deployment) → ACF-08 (Registry — AI Act art. 12 *recordkeeping* requirement) → ACF-10 (governance audit) → ACF-11 (risk matrix) → ACF-13

### Expected deliverables

1. **Complete DPIA** (Data Protection Impact Assessment) CNIL format: objectives, necessity, proportionality, risks, measures
2. **AI Act compliance matrix**: for each obligation art. 9 to 17 (high-risk) → current compliance level + required action
3. **Revised ACF-12 mandate** for TalentForge with explicit exclusions (e.g., no rejection without human, no pre-interview on positions < 30 days experience required, etc.)
4. **Immediate remediation plan** on the detected socio-educational bias (audit, rebalancing, CSE communication, posture toward already-rejected candidates)
5. **Response framework for the 3 types of lawsuits**: argumentation, evidence to preserve, posture
6. **Governance plan**: who validates, who audits, at what frequency, who can trigger the Kill switch
7. **Shareholder note**: 1 page of information on AI Act compliance in the next financial communication
8. **DDAO mandate for Yasmine Bouzid**: scope of opposition right (sourcing / screening / pre-interview / rejection / manager handover), frequency of fairness audits she can trigger alone, real-time access to TalentForge logs, channel for escalation to the Board in case of incident, capacity to engage an external firm (≥ €50K/year) for ad-hoc audit

### Evaluation grid

- **Context understanding (15)**: simultaneously holding (1) AI Act high-risk, (2) GDPR art. 22, (3) Labor Code (CSE, discrimination), (4) case-law precedents, (5) AMF shareholder information. A participant who forgets one caps at 9/15
- **Relevance of autonomy level (20)**: recognize that **3 of the actions proposed by Marina are legally indefensible**:
  - CV screening autonomous up to top 5% → violates effective human oversight (AI Act art. 14)
  - Pre-interview 100% positions → extends the high-risk perimeter without updated DPIA
  - Autonomous rejection email → violates GDPR art. 22 (right to human intervention)
  A participant who validates the 3 without reservation = fails
- **Safeguards (15)**: systematically require (1) monthly fairness audit on protected categories and proxies, (2) scoring traceability + candidate access to their scoring on request, (3) systematic human escalation on any rejection, (4) CSE information and collective bargaining, (5) simple recourse for the candidate (re-review within 5 business days)
- **Anticipation of drifts (15)**: cite at minimum:
  - **Indirect discrimination by proxy** (the detected socio-educational case is one example — the agent does not use social origin but correlated proxies)
  - **Feedback loop from previous hires** (the agent learns "who succeeds" based on past hires, perpetuating historical biases)
  - **Goodhart on the score** (candidates learn to gamify their CV)
  - **Cognitive capture of recruiters** (recruiters lose the capacity to judge an unscored CV)
  - **Reputational risk** (a single press article + a lawsuit = 6 months of crisis communication)
- **Bonus audacity (10)**: refusing the additional autonomization AND proposing a **rebalancing of the current perimeter** (rolling back the autonomous pre-interview deployed in 2025, with prospective audit on already-screened candidates) earns the bonus. Recommending **representation of rejected candidates at the CSE** (quarterly joint review mechanism) also earns the bonus

### Analytical leads (instructor)

**The trap**: the "180 hires by year-end" pressure pushes toward saying "we adapt the processes, we deploy." Good MBAs identify that **the target is not recruitment productivity but the quality AND legal defensibility of the decision**. A firm that delivers 180 compliant hires is worth more than a firm that delivers 220 hires + 3 labor court lawsuits + 1 CNIL formal notice.

**Frequent error**: thinking that AI Act compliance = "we do a DPIA and tick the boxes." High-risk AI Act requires (art. 9) a **continuous risk management system**, (art. 10) **training data governance**, (art. 14) **effective human oversight** (= not only "present" but **capable of intervening**), (art. 15) **accuracy, robustness, cybersecurity**. It is an operational framework, not a document.

**Subtle error**: the detected socio-educational bias (31% more rejections for second-tier schools) is *probably* the result of a **training data bias** (historical hires reflect an implicit, biased recruitment policy). Correcting it cannot be done by re-tuning the scoring — one must **retrain on rebalanced data**, or better, **change the judgment criterion** (success on the job ≠ adequacy to the historical average profile).

**Legal reference 2025-2026**:
- **AI Act** EU Regulation 2024/1689 — art. 6, 9-17, 26, 27, 86 + Annex III pt 4
- **GDPR** art. 22 (automated decision), art. 35 (DPIA), art. 5 (fairness of processing)
- **Labor Code** L. 1132-1 (discrimination), L. 2312-38 (CSE-AI), L. 2315-94 (CSE expertise)
- **CNIL** — *AI & GDPR* cards + guidelines on recruitment assistance tools (publications in force)
- **HireVue** — public controversies (facial analysis during interviews) that led the company to abandon this function in 2021 following ACLU + EEOC pressure; sector reference on AI-assisted recruitment risks
- **Bostock v. Clayton County** (US Sup Ct 2020) — protected discrimination
- **EU precedent**: *Schufa* (CJEU C-634/21, 2023) — automated decision and art. 22

**To go further**: introduce the notion of **disparate impact** vs **disparate treatment** (US labor law) — the agent does not treat differently, but produces a differentiated result. This is sufficient to characterize discrimination in US law (Title VII) and increasingly in EU law.

**Reading of the case by the DDAO**: Yasmine Bouzid plays the exact role envisioned by AI Act art. 14 (effective human oversight) — someone who *can* intervene and *who wants to* intervene. Her key contribution: **transforming productivity pressure into a compliance trajectory**. Rather than blocking, she proposes a 6-month schedule combining remediation of the socio-educational bias (retraining on rebalanced data) + joint CSE mechanism + 5-day candidate recourse. This is the archetype of an effective DDAO: *no* to the first proposal, *conditional yes* to a worked-out trajectory. A participant who distinguishes **blocking DDAO** (merely forbid) and **trajectory DDAO** (transform the risk into a compliance plan) reaches excellence.

### Variants & extensions

- **V1 — live lawsuit**: a lawyer (panel) files one of the 3 ongoing lawsuits, asking questions to the CHRO and DPO. The teams respond live
- **V2 — press leak**: the Mazars report (socio-educational bias) leaks to Mediapart. Crisis. Communication?
- **V3 — potential acquirer**: a major US group examines Stelvio pre-IPO. Its due diligence flags TalentForge as a "deal breaker" risk (potential latent labor court liability). How to fix in 90 days?

---

## F3-C3 — Make / Buy / Partner for a Critical Agentic Platform: Sovereignty and Lock-in

### Identity

| | |
|---|---|
| **Level** | MBA Year 2 — Strategy / Tech Strategy / International Business concentration |
| **Recommended duration** | 4h (1h analysis + 2h TCO modeling + 1h presentation) |
| **Format** | Teams of 4-5, simulated negotiation with 3 vendors (Anthropic / Mistral / internal build) |
| **Final deliverable** | Arbitration memo + 5-year TCO model + sovereignty matrix + reversibility plan |

### Brief

**LUMIÈRE GROUPE.** European B2B electrical equipment distributor, €4.2B revenue (2025), 8,600 employees, 412 branches (France + Iberia + DACH + Italia + Benelux). Listed Euronext Paris CAC Mid 60. Cyclical market (construction), modest margins (EBITDA 7.2%).

**The context.** COO Renaud Vergne (51, former Saint-Gobain) is leading the **NEXUS** transformation, an agentic platform for B2B after-sales service. The agents will need to:

- Handle 38,000 after-sales tickets/month (90% by chat / email, 10% by phone)
- Access the catalog of 480,000 technical references
- Diagnose (with the human client) an electrical installation problem
- Recommend parts, calculate prices, check availability in the 412 branches
- Trigger actions (order, return, technician dispatch)

Three options on the table, pre-screened by McKinsey:

**Option A — Buy (Anthropic)**: Claude API + Anthropic Workbench + custom business layer. Vendor scoring: excellent model, first in safety, US (Cloud Act applicable). 5-year TCO: €28M (including infra, integration, custom dev). Time to value: 8 months.

**Option B — Buy (Mistral)**: Mistral Large + Le Chat Enterprise + Mistral Inference Stack. Vendor scoring: European (sovereignty), private cloud hostable on-prem or OVHcloud, open model (accessible weights). 5-year TCO: €31M. Time to value: 11 months (less mature integration).

**Option C — Build hybrid**: combination of open-source models (Llama, Qwen, Mistral) + custom orchestration + internal agentic team (16 people to recruit). 5-year TCO: €42M. Time to value: 18-24 months. Capacity to become a proprietary strategic asset.

**The tensions.**

- **CIO Caroline Brennan** (49) advocates for Anthropic: "Maturity, quality, security. The market is moving fast, we don't have 18 months."
- **CEO François Tessier** (58) leans toward Mistral: "We sell French equipment to French craftsmen. Our AI behind it, it's a symbolic message."
- **CSO Aurélien Mathis** wants Build: "The model has become a strategic asset. If tomorrow Schneider, Rexel, Sonepar all buy Anthropic, what differentiates us?"
- **CFO Émilie Garnier** (44) argues cost: "At €42M vs €28M, the €14M delta represents 4.5% of our annual EBITDA. The financial justification for Build must be very strong."
- **The Strategic Committee of the Board** explicitly requests an analysis of **Cloud Act + sovereignty + reversibility** over 5 years.
- **Geopolitical risk**: the EU-US 2025-2026 context has tightened (tariffs, tech export controls, debate on European dependence on US clouds). *[Fictional scenario for the case]* the European Commission could publish within 18 months a recommendation on strategic autonomy in generative AI qualifying the distribution of electrical equipment as a "*sector with strategic autonomy considerations*". In reality, the Commission published in 2024 the *EU AI Office* + several cloud sovereignty initiatives (*EU Sovereign Cloud*, *EuroStack*) which can serve as an anchor.

### Mission

You are a strategy team mandated by the Executive Committee. Decide in 6 weeks:

1. **Which option to recommend (A, B, C, or argued hybrid variant)?**
2. **What reversibility architecture (how many months to switch from one vendor to another / take back in-house)?**
3. **What governance and what public position on the "sovereignty" label?**

### Provided documents

- 28-page McKinsey notes (analysis of 3 options)
- Modeled TCO (each of the 3 options) with assumptions
- ANSSI / SecNumCloud sovereignty matrix (extract)
- US Cloud Act — legal summary
- *[Hypothetical document for the case]* European Commission recommendation on strategic autonomy in GenAI — to be substituted with the real initiatives in force (EU AI Office, EuroStack, EU Sovereign Cloud Initiative)
- Performance benchmarks (MMLU, AgentBench, FACTS, French native)
- Legal risks per option (Bredin Prat opinion)
- Testimonials from 3 European distributors having deployed each of the options (anonymized)

### ACF tools to mobilize

ACF-00 (Current and target Sovereignty Score for Lumière) → ACF-01 + ACF-02 (mapping of decisions to delegate to NEXUS) → ACF-07 (First Agent File — NEXUS step 1 deployment) → ACF-09 (continuous improvement plan) → ACF-10 (governance audit) → ACF-11 (risk matrix per option) → ACF-13

### Expected deliverables

1. **6-page arbitration memo**: argued recommendation, options evaluated, decision, conditions, residual risks
2. **Revised 5-year TCO model**: integrating hidden costs (integration, training, maintenance, exit cost) — often underestimated by McKinsey
3. **Multi-dimensional sovereignty matrix**:
   - Legal sovereignty (hosting location, applicable law, Cloud Act exposure)
   - Technical sovereignty (access to weights, fine-tuning capacity, debugging)
   - Operational sovereignty (talents, vendor dependence, time-to-switch)
   - Commercial sovereignty (market differentiation, strategic value)
4. **Quantified reversibility plan**: what cost and what delay to migrate A → B, B → C, A → C, etc.
5. **Public position on sovereignty**: what Lumière says to its clients, to its shareholders, to the press
6. **Governance plan of the retained option**: Executive Committee, Strategic Committee of the Board, annual audit

### Evaluation grid

- **Context understanding (15)**: simultaneously holding (1) cost, (2) time to value, (3) sovereignty, (4) technical quality, (5) reversibility, (6) strategic signal. A participant who optimizes on 3 dimensions and forgets the others caps at 9/15
- **Decisional mapping (15)**: segmentation of NEXUS decisions — not all decisions handled by NEXUS require the same level of sovereignty. Technical diagnosis = OK with US vendor; commercial recommendation = to arbitrate; firm contractual commitment with client = to bring back in-house
- **Relevance of the choice (20)**: the **right arbitration is neither pure A, B, nor C**. A hybrid variant (Mistral for the client-facing tier + Anthropic as high-availability fallback + progressive Build capacity over 36 months) is probably the defensible response. A participant who chooses a pure option without nuance caps at 14/20
- **Anticipation of drifts (15)**:
  - **Subtle vendor lock-in** (deep workflow integration makes switching cost prohibitive beyond 18 months)
  - **Cloud Act exposure** (US judicial authority can request European data hosted by US vendor)
  - **Geopolitical drift** (a change of US administration can modify model access)
  - **Talent risk** (the agentic skills market is concentrated on 3 vendors — internal Build requires recruiting against them)
  - **Capacity risk** (vendor stops the service or radically changes conditions, cf. 2024-2025 movements on API pricing)
- **Bonus audacity (10)**: recommending a **structural multi-vendor architecture** (never 100% on a single vendor by design, even if more expensive) with quantification of the cost of this insurance earns the bonus. Refusing the pure C option but recommending a **progressive build over 36 months in parallel with Buy usage** (sovereignty as a deferred option, bought on credit) also earns the bonus

### Analytical leads (instructor)

**The trap**: the A/B/C dichotomy is a false alternative. The good MBA identifies that **the decision must be decomposed**: which layers do we keep with the vendor (the model), which layers do we build (the orchestration, the business RAG, the scoring), which layers do we hybridize.

**Frequent error**: overvaluing legal sovereignty (Cloud Act) and undervaluing technical sovereignty (fine-tuning capacity, access to weights, observability). A Mistral private-cloud apparently "sovereign" but without internal improvement capacity is less sovereign than an Anthropic API with an internal team of 8 people capable of switching in 6 months.

**Subtle error**: confusing **TCO** (Total Cost of Ownership) and **TCS** (Total Cost of Switching). The usage cost of option A may be low, but the cost of exiting from A to B may be prohibitive (deep integrations, optimized prompts, fine-tuning). A good arbitration integrates the **5-year planned TCS**.

**Strategic reference**:
- **Hamel & Prahalad** — *Core competence of the corporation* (HBR 1990)
- **Christensen** — *The innovator's dilemma* (cases where today's Buy competitive advantage becomes tomorrow's liability)
- **Coase / Williamson** — *Theory of the firm* (make-or-buy = transaction cost theory)
- **US Cloud Act** (CLOUD Act 2018, *Microsoft Ireland* SCOTUS precedent)
- **CER Cybersecurity** + **NIS2** (EU 2022)
- **EU Data Act** + **EU Sovereign Cloud Initiative**
- *[Fictional scenario]* Commission Recommendation "Strategic Autonomy in GenAI" — hypothetical element introduced for the case. Anchor the real discussion on **EU AI Office** (created by AI Act), **EuroStack initiative**, **EU Sovereign Cloud** and Joint Research Centre (JRC) publications

**To go further**: introduce the notion of **real option** (real option valuation). The additional cost of option C is not a cost, it is the **purchase of an option** on future sovereignty. The value of this option is high if the volatility of the vendor market is high — which is the case in 2025-2026 (unstable API pricing, model deprecation changes, geopolitics).

### Variants & extensions

- **V1 — vendor change**: Anthropic is acquired by Amazon (hypothetical). Option A changes nature (becomes AWS lock-in). How to react?
- **V2 — vendor incident**: Mistral suffers a major weights leak. The market loses confidence within months. Option B's risk changes. How to switch?
- **V3 — board challenge**: an independent director (panel) challenges the recommendation by asking 5 targeted questions on TCO, legal sovereignty, talent. Do you hold your arbitration?

---

*End of file F3 — MBA. 3 cases, level of rigor: MBA Year 1 / Year 2.*
