Dissertations / Theses on the topic 'Corporations – Investor relations – Australia'

[Truncated abstract] Investor relations (IR) management encompasses a broad range of activities including voluntary disclosure, attracting analyst coverage, targeting investors, and providing feedback to corporate managers (Byrd, Goulet, Johnson and Johnson 1993; Brennan and Tamarowski 2000; Bushee and Miller 2005). In recent years, a number of high profile corporate collapses and concerns about selective disclosure have contributed to an increased awareness of the importance of effective IR practices in promoting investor confidence. To this end, Australian market regulators and industry bodies have developed a number of best practice guidelines relating to disclosure and corporate governance. The current study undertakes a comprehensive investigation of corporate approaches to IR in the Australian context, and seeks to explain cross-sectional variation in these. The sample utilised in this study comprises 129 All Ordinaries Index (AOI) constituent companies that responded to a mail survey conducted in 2006 regarding their IR practices. The survey of all AOI companies constitutes the first Australian academic survey of IR practices, and the views of the individuals responsible for the function. Self-reported data are combined with data collected from the sample entities' websites to provide a detailed overview of corporate IR programs. The results of the survey suggest that there is widespread recognition, within the sample, of the importance of devoting organisational resources to IR. ... Several proxies for the extent of investment in IR are developed in this study. Two proxies capture organisational arrangements for managing IR, one proxy captures the frequency of one-to-one meetings with analysts and investors, and one proxy captures the quality of IR websites. Multivariate analyses relate cross-sectional variation in these to a number of firm-specific variables. Consistent with findings presented in the empirical voluntary disclosure literature, this study shows that the extent of investment in IR is positively associated with firm size, a finding that is common across all IR proxies. Ownership characteristics play an important role in explaining different types of investment in IR, as captured by the four proxies. Ownership concentration is negatively associated with the likelihood of employing an external IR consultant and positively associated with the frequency with which one-to-one meetings are held with analysts and investors. Firms with a foreign stock exchange listing, a proxy for the importance of foreign investors, achieve higher scores for the quality of their IR websites. Adverse selection models of voluntary disclosure predict that firms with good news are likely to disclose more. In contrast, the results of this study show that less profitable firms and firms with lower price-to-book ratios are more likely to have an IR department/officer, and they achieve higher scores for the quality of their IR websites. Finally, the nature of the investment in IR appears to differ with sector membership. Firms in the Materials and Energy sectors held more one-to-one meetings than firms in other sectors, while firms in the Information Technology sector are more likely to have an IR department or IR officer, and have higher quality IR websites than firms in other sectors.

[Truncated abstract] A spate of sudden, high-profile corporate collapses has raised serious concerns over the degree to which managers are open and honest about poor financial performance. Corporate failures such as Enron, WorldCom and Tyco in the United States and One.tel and HIH in Australia have advanced the view that internal governance mechanisms and private managerial incentives systematically fail to ensure timely and reliable disclosure of bad news (e.g. Jensen, 2004). This thesis appraises the conventional view by investigating managers’ communications with the capital market during a period of sudden, poor financial performance. We study 74 firms that are listed on the Australian Stock Exchange [ASX], which experience an adverse earnings shock between 1994 and 1999. An adverse earnings shock is defined as a year of positive, increasing net income, followed by two contiguous years of negative or declining net income. The Australian setting for this study provides access to a richer database of investor communications than previously utilised in the literature, including management discussion and analysis, strategy disclosures, earnings and revenue forecasts, earnings preannouncements, business segment forecasts, dividend changes and share repurchases. Exploiting this extensive data set, we find that managers actually step up their investor communications activities around an adverse earnings shock. In the low litigation Australian setting, we are able to rule out litigation-avoidance incentives as a major explanatory factor. We investigate whether the increase in the volume of investor communications is aimed at mitigating information asymmetry, signalling a turnaround in financial performance or simply due to management “hype”

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.

Thesis (MTech (Public Relations Management))--Cape Peninsula University of Technology, 2017.
Investor Relations (IR) has become a key area of focus in academic and professional debates over the last few decades. Although the identity of the field is contested, with both finance and communication disciplines claiming the fledgling field, there is consensus across disciplines that communication is paramount in IR success. However, a number of scholars (see Schutzmann, 2013; Laskin, 2011; Watson, 2008) argue that IR is not being fully utilised to maximise fair valuation and obtain favourable return on company investments due to lack of strategic communication expertise among IR practitioners who usually have a purely financial background. It is against this background that this study evaluated communication strategies employed by IR practitioners in South Africa to build and maintain relationships with investor stakeholders. The purpose is to contribute towards theoretical debates on strategic communication practice in IR, an area that remains under theorised and understudied, especially within a developing country context. The theoretical frame of the study was derived from public relations Excellence theory and the two-way symmetrical communication (Grunig and Hunt, 1984). The research methodology of the study was qualitative and employed an explorative design to gather data through a combination of document analysis, indepth interviews and content analysis. The findings show that financial and non-financial information is disseminated to investor stakeholders. However, the communication of financial information by IR professionals to investor stakeholders remains dominant in South Africa. Importantly, two-way symmetrical communication and two-way asymmetrical communication strategies are used in different ways to build and maintain relationships and to disclose mandatory key corporate information to investor stakeholders. One-on-one meetings in different formats and online dialogue with closed feedback emerged as the dominant key two-way symmetrical communication strategies of nurturing and sustaining relationships with investor stakeholders. This includes two-way asymmetrical communication strategies such as the corporate publications and IR websites. IR policies that promote two-way symmetrical communication, trust, honest, transparency and credibility emerged in the study as being implemented by IR professionals of South Africa. In addition, the findings show that such characterised IR policies advances the rules of investor stakeholder relationship building and engagement. However, it remains unclear from a South African standpoint whether IR professionals are ready to engage in an open dialogue with investor stakeholders using social media. The findings show that IR in South Africa has trascended into a synergy era where two-way symmetrical communication is emphasised. It further shows that the theoretical frame of the study as derived from public relations Excellence theory and the two-way symmetrical communication (Grunig and Hunt, 1984) has positive implications in the investor relations efforts of building relationships and information disclosure. However, investor stakeholder preferences of engaging with IR professionals require further exploration. This will assist in theorising communication strategies ideal for IR practice.

This Q study revealed the beliefs about professional practices by investor relations professionals at publicly traded corporations in Illinois, Indiana, Michigan, and Ohio. Participants completed a fifty-four statement Q sort that included five areas of investor relations: tactics, shareholder relations, analyst/media relations, laws and regulations, and internal relations.The data from the completed Q sorts was then entered into the PQMethod software and two factors of investor relations professionals were identified: The Investor Relationship Professionals and the Technical Investor Professionals.The Investor Relationship Professionals believed that communication and good relationships were the most important aspects of their profession. The Technical Investor Professionals believed that the technical aspect of their position, including the laws and regulations surrounding their profession, should be the focus of their professional practice.The characteristics of the two factors that emerged can be directly attributed to the scandals at Enron and WorldCom. The focus on open communications and credibility are associated with the push to rebuild investors' trust and confidence in publicly traded corporations. The focuson laws and regulations are associated with the strict enforcement of the new SEC regulations that have emerged in the last three years. Thus, illustrating that the recent events have impacted the practices of investor relations professionals.
Department of Journalism

This study explores the relationships between listed companies and their shareholders by investigating the shareholder communication practices of seven listed companies in Australia. Interviews and document analysis techniques were used to explore how a listed company's understanding of its relationships with its shareholders shapes its communication practice. Recognising the strong focus, within the field of public relations practice, on relationship management, this study explores the assumptions underpinning the listed company-shareholder relationship from the company communicator's perspective, and how such assumptions guide and shape changes in the relationship. This study draws from the work of Grunig (1989) on the role of worldview in public relations practice, and the assumptions that drive practice under different worldviews. The traditional worldview of asymmetrical practice is examined and its relevance in contemporary financial public relations practice established. The assumptions governing the idealised worldview of symmetrical practice are also examined and the constraints on implementing such an approach within the listed company-shareholder relationship are identified. The understanding of the listed company-shareholder relationship posited by the informants to the study is explored through a conceptualisation of company and shareholder roles. Four major roles played by the company in enacting shareholder communication are identified, as are two roles created by the company for shareholders to play. These roles highlight the importance of communication in establishing and nurturing the listed company-shareholder relationship. The roles also indicate the tensions that arise when implementing a communication program to meet the diverse needs of shareholder publics within a regulated environment. The increasingly competitive nature of the world's financial markets and the global trend towards greater share ownership are driving a search for improved means of managing shareholder relationships. This study highlights the importance of the assumptions guiding the relationship development process when considering change. Such assumptions include the participation of parties in the relationships, the position and enactment of power in the relationships, and the influencing nature of regulated communication practices. While recognising that shareholder activism is challenging the existing system and that new technology has been identified as the key to empowering shareholders, this study argues that significant change will not be achieved without fundamental change in the assumptions that guide shareholder participation in listed companies

This research extends our understanding of disclosure on the internet by considering a different research setting, namely Jordon. Two main objectives were addressed in this thesis; (1) to explore online status of listed companies and the extent to which websites are utilized to disclose IR-related information, and (2) to investigate factors influencing companies to have websites and to disclose IR information. The first objective involved a survey analysis in 2007. This showed that out of the 187 companies included in the survey, only 105 had active websites. A web-based scoring sheet was used to assess the level to which websites are utilized as an investor relations tool. Results revealed that websites are generally used to disseminate historical financial information that usually appears in paper based annual reports. The second objective of the study was approached through a mixed method paradigm, which employed quantitative and qualitative methods. The quantitative analysis showed that only two variables were found significant in predicting online presence; size and sector. On the other hand, the extent of web-based IR disclosure is positively significant with size, governmental ownership, institutional ownership, number of shareholders, and Banks. In addition it was found that this usage is significant and negative with company age. Semi-structured interviews with companies and market regulators were also carried out to investigate motivations and influences of online reporting. Interviewees explained that the decision to have an online presence was motivated by a desire to enhance company’s image and reputation, although the decision itself was often triggered by the decision to enter new, non-Jordanian markets. Moreover, the existence of international activities with other companies as well as merging with other international companies affected the way a company uses its website or how it updates and restructures the website’s components. In addition, management’s flexibility in facilitating the process of adopting new technologies was also pointed out by some interviewees as a factor affecting the level to which a company uses its website in general as well as for its IR activities in particular.

Corporate governance issues have become increasingly important to financial managers and shareholders. Firms that are plagued by poor performance, incompetent managers, or excess agency costs have become the subject of a dramatic increase in shareholder activism. Dissident shareholders, who are unable to launch costly takeover bids or proxy contests, have initiated a process of governance reform through the use of shareholder sponsored proposals. Shareholder proposals are a direct attempt to reverse operating or voting policies, such as a proposal to repeal a classified board. Managers announce shareholder proposals in a proxy statement and typically include a vote recommendation against the proposal. In the first essay, I find an unfavorable stock price reaction to the announcement of a shareholder proposal. In some cases, however, management supports the proposal and negotiates an agreement with the proposing shareholder. Stock prices react favorably to a settlement announcement. If managers are willing to negotiate with shareholders, they are perceived to be acting in the best interest of shareholders. If managers are unwilling, shareholders believe a severe agency problem exists. In the second essay, the effect that ownership structure has on voting outcomes of shareholder proposals is examined. I find a direct relationship between the percentage of votes cast in favor of the proposal and levels of institutional ownership. There is an inverse relationship between the percentage of votes and managerial ownership and firm size. Large firms with powerful owner-managers present the greatest obstacle to the success of shareholder proposals. The repeal of shareholder rights plans is one of the most frequently used shareholder proposals. By adopting the rights plan, managers increase the probability of defeating a takeover, but increase their power in negotiating with a potential acquiring firm. In the third essay, I find that firms who combine a rights plan with high debt levels construct a powerful defense against a hostile takeover. Shareholders target these high debt firms and design proposals to repeal the rights plan.

Marketing strategy has been justified by a number of criteria, including brand awareness, consumer attitudes, repeat buying and ratings of customer satisfaction; but the existing literature indicates the existence of weak relationships between these variables and sales, and almost no relationship with profitability. The 'customer perspective' of the balanced scorecard (BSC) suggests that measures of customer satisfaction might provide leading indicators with the ability to predict a firm's future financial performance; but empirical research has thus far failed to establish the existence of a consistent causal relationship between increased customer satisfaction and a firm's profitability. Similar findings cast doubt on the relationship between customer loyalty and firm profitability. Such empirical evidence is in conflict with the expectations of the service-profit chain which suggests that increases in customer satisfaction will increase customer loyalty and earn additional profits from customers. Management focus on the achievement of customer satisfaction and customer loyalty, and associated investment, might, therefore, be misguided, if they believe that the available empirical evidence supports a link between these variables and firm performance.

Controversy currently exists over whether abnormal returns (ARs) are earned by shareholders of bidder and target banks through a Merger and Acquisition (M&A). The state of the economy in which the firms operate is often mentioned as a reason for firms engaging in M&As, however, the extent to which economies influence the ARs of shareholders is unknown. Following MacKinlay (1997), the aim of this study is to determine the average ARs earned or lost by shareholders of several banks around the world during an M&A. The results obtained may indicate that shareholders of bidding firms consider an M&A to be a wealth-destroying event irrespective of the state of the economy. It would seem that target firms’ shareholders consider M&As to be wealth-creating events when they occur during a period of real economic expansion. However, during periods of real economic contraction, target firms’ shareholders consider M&As to be wealth-destroying events. Thus, the state of an economy during an M&A can affect average ARs considerably.

Thesis (MBA)--Stellenbosch University, 2004.
ENGLISH ABSTRACT: McDonald's is world renowned for the benchmark standards it sets in operations management. This is evidenced by the numerous references in operations management textbooks over the last 10-15 years. However, since 1999, McDonald's has not been able to link this operations excellence to creating shareholder value. In fact, the McDonald's share price has declined by 64 % over the last 4 years. In comparison, Wendy's (McDonald's biggest competition in the US fast food market) share price has increased by 2 % over the same period. Understanding why McDonald's has not been able to link operational excellence and the creation of shareholder value is the reasoning behind this mini-thesis. The hypothesis is that there are a number of factors. which influence shareholder value, and operational excellence is but one of these factors. A literature survey was conducted in order lO understand the underlying theories which link operational excellence and shareholder value creation. Evidence supporting this hypothesis is then presented and discussed. In Chapter 3, McDonald's ability to deliver operational excellence is evaluated against the evidence presented in operations management textbooks and other sources. The success of McDonald's in delivering perfonnance in the other factors affecting shareholder value is then discussed in Chapter 4 and compared to its biggest competition. Firstly, the share price of McDonald's is compared to its biggest competition (Wendy's), then the strategy of McDonald's and its impact on shareholder value creation is discussed, along with McDonald's ability to implement the other important factors and drivers, namely customer value creation, efficiency of value delivery and direct financial impact on shareholders. As a result of the above evidence. it was found that there are two basic reasons why McDonald's has not been able to link operational excellence and shareholder value creation: 1. Relative to its competition, McDonald's has not demonstrated sufficient competence in the other factors, which influence shareholder value creation. These factors are: customer value creation and the efficiency of customer value delivery. This is further evidenced by the financial output measures of McDonald's relative to its competition. 2. McDonald's ability in delivering operational excellence has diminished recently. This is evidenced by falling ratings in customer satisfaction surveys. The above reasons are evidenced by customer satisfaction survey results, comparative financial results and a number of non-direct driver results. In order to increase shareholder value creation, it is recommended that McDonald's change the focus of its strategy from operations to the creation of customer value. In order to support this change, the organisational structure and business processes will have to be changed by top management, who must be the crusaders of this change.
AFRIKAANSE OPSOMMING: McDonald's is bekend vir die maatskappy se wereldklas bedryfs bestuur standaardc. Die standaarde word tel kens na verwys in menige bedryfs bestuur handboeke oor die afgelope 10 tot 15 jaar. McDonald's kon egtcr nie daarin slaag om die hoe bedryfsbetuur standaarde in aandeelhouer waarde te omskep nic. Die waarde van die McDonald's aandele het met 64% gedaaJ oor die afgelope 4 jaar. In kontras het Wendy's (McDonald's se grootste mededinger in die Amerikaanse kitskos mark) se aandeel pryse met meer as 2% gestyg oor dieselfde peri ode. Die redc vir hierdie studie is dan juis om te bepaal waarom McDonald's nie hul voortrcflike bestuurs standaarde kon koppel aan stygende aandeelhouer waarde nic. Die hipotese is dat daar 'n aantal faktore is wat die aandeelhouer waarde van 'n maatskappy bepaal en dat bedryfs bestuur standaarde maar net een van hierdie faktore is. 'n Literatuur studie is gedoen om te bepaal wat die verwantskap is tussen puik bedryfsbetuur standaarde en die skepping van aandeelhouer waarde. Die bewyse vanuit die literatuurstudie is dan gebruik om die hipotese mee te toets. In Hoofstuk 3 is die vennoe van McDonald' s om hoe bedryfsbestuur standaarde te handhaaf evalueer aan die hand van die literatuur studie. McDonald's se sukses in die implementering van die ander faktore wat lei tot verhoogde aandeelhouer waarde is in Hoofstuk 4 bespreek en terselfde tyd vergelyk met die verrnoens van sy grootste mededingers. Eerstens is die aandeelprys van McDonald's met die van sy grootste mededinger (Wendy's) vergelyk en tweedens is die strategie van McDonald's en die impak daarvan op aandeelhouer waarde bespreek. Ander belangrike faktore soos kliente waarde skepping. effektiwiteit van waarde toevoeging en direkte finansiele impak op aandeelhouers is ingesluit in die bespreking. Daar is gevind dat daar twee hoofredes is waarom McDonald's nie daarin geslaag het om bedryfs bestuur uitmuntenheid te omskep in aandeelhouer waarde nie: 1. McDonald's het in vergelyking met sy mededingers nie goed genoeg gedoen m.b.t. die ander faktore wat aandeelhouer waarde bernvloed nie. Hierdie faktore is kliente waarde skepping en effektiwiteit van waarde toevoeging. 2. McDonald's se bedryfs bestuur standaarde het begin afneem. Dit word gestaaf deur laer waarderings in klante tevredenheids bepalings. Die onvermoe van McDonald' s om die bogenoemde faktore te implementeer word deur die klante tevredenheids bepalings, vergelykende finansiele resultate en 'n aantaJ indirekte maatstawwe gestaaf. Daar word dus voorgestel dat McDonald's sy stralegiese fokus moet verskuif vanaf bedryfs bestuur optimisering na kliente waarde skepping. Die organisasie struktuur en besigheids prosesse van McDonald's sal dus deur bestuur herorganiseer moet word om die verandering in strategie te kan ondersteun.

This thesis comprises three studies on CEO compensation in the UK. It specifically examines the role of CEO defined-benefit pensions, compensation consultants and CEO stock options. Firstly, research on the role of executive pensions is still at a stage of infancy due to data difficulties (Sundaram and Yermack, 2007). By taking advantage of better disclosure requirements with the introduction of Directors’ Remuneration Report Regulations (DRRR) in 2002, this thesis examines the determinants and effects of CEO defined-benefit pensions. Consistent with rent extraction hypothesis (Bebchuk and Fried, 2005; Kalyta and Magnan, 2008), it finds that pensions are largely determined by CEO power over boards of directors. There is no evidence that pensions reduce the agency cost of debt as suggested by Edmans (2008) and Sundaram and Yermack (2007). Instead they increase the agency cost of equity by discouraging CEO risk-taking and reducing pay-performance relationship. Consistent with the argument in Gustman et al. (1994), Ippolito (1991) and Lazear (1990), this thesis also finds that pensions do bond a CEO to the firm she manages. Secondly, because of the lack of disclosure regarding compensation consultants used by companies, the empirical evidence is so far limited on how the practice of employing compensation consultants influences CEO pay. By taking advantage of better disclosure requirements since the publication of the DRRR (2002), this thesis examines the effect of using compensation consultants on CEO pay. Unlike Murphy and Sandino (2008), this thesis finds no evidence that firms use multiple pay consultants to justify or legitimize higher CEO pay. In light of the managerial power theory, this thesis instead finds that pay consultants are more concerned with the risk of losing business with their client firms. This latter finding explains why the use of pay consultants is associated with greater executive pay (see Armstrong, Ittner and Larcker, 2008; Cadman, Carter and Hillegeist, in press; Conyon, Peck and Sadler, 2009; Murphy and Sandino, 2008; Voulgaris, Stathopoulos and Walker, 2009). Thirdly, despite the importance of the issue, the existence of a link between the CEO stock options and earnings management is currently understudied in the UK. The UK context is appealing because of two distinctive corporate governance features that limit opportunistic earnings management. These are the absence of CEO duality in general (Cornett, Marcus, and Tehranian, 2008) and the increased outside director’s membership on boards since the publication of the Cadbury Report (1992) (Peasnell, Pope, and Young, 2000). By examining earnings management prior to stock option grant and exercise periods, this thesis adds to the study of Kuang (2008) that examines earnings management during stock option vesting periods. Overall, some evidence has been found that earnings are managed downwards prior to stock option grant periods. Consistent with the US-based studies, this thesis finds strong evidence of upward earnings management prior to a stock option exercise period. It shows that the UK’s distinctive governance features have not restrained opportunistic earnings management prior to stock option grants and exercises. In brief, this thesis provides some empirical evidence that the use of two pay components in the CEO pay package, namely, the defined-benefit pensions and stock options, do not necessarily promote CEO-shareholder interest alignment. The use of pay consultants in CEO pay-setting is also fraught with managerial influence. In support of the managerial power theory, I therefore suggest that these three factors can be abused by CEOs to extract excess compensation at the expense of shareholders. In this context, these three factors can themselves be considered as the sources of the agency cost. Future research might examine the mechanisms that can be deployed to govern the use of defined-benefit pensions, stock options and pay consultants in CEO pay design.

Chapter 2 provides the literature survey on investor protection and liquidity provision. Work in related studies and the latest developments in these areas are reviewed.
Chapter 3 coven the institutional details of the Hong Kong stock market and the specification of datasets. The descriptive statistics of the trading activities of the sample companies are also presented. An understanding of these descriptive statistics is useful in choosing the appropriate theoretical model and econometric techniques in the analysis. Apart form using regression analysis to investigate the impacts of transitory volatility on market depth and order-flow composition; additional control measures are also implemented. For instance, matched samples based on market depth, transitory volatility, daily trading volume, etc. are constructed. Statistical Tests are employed to investigate the influence of investor protection.
Chapter 4 presents the results of the regression models. Apart form investigating the impacts of transitory volatility on market depth and order-flow composition, this chapter also contributes to the literature by examining the distinction (of this interaction) between companies under different regulatory environment. It is found that the liquidity replenishments for Hong Kong-based companies are more rapid than their Chinese counterparts. The results show that companies ruled by strict governance regulations provide more liquidity when liquidity is most needed. Additional test results also suggest that this difference is robust to various control criteria.
Chapter 5 gives the summary and conclusions.
In this dissertation, data on the Hong Kong Exchange (HKEx) are employed. The Hong Kong equity market lists companies from distinct investor protection environments. These companies are traded under the same market mechanism even though they have different levels of legal protection for investors e.g. Hang Seng Index (HSI) Constituents versus H-shares/red chips. The HKEx is also a very good example of pure order driven markets. Stock prices are determined by the buy and sell orders submitted by traders without liquidity providers of the last resort. Therefore, the Hong Kong equity market provides a unique opportunity to compare the liquidity replenishment process across diverse regulatory environments, but still under one pure order driven market trading with the same mechanism and currency. The choice of Hong Kong data is also justified on the grounds of the size of the Hong Kong market and the increasing importance of Hong Kong in worldwide financial market.
The purpose of this dissertation is to examine the importance of investor protection for the dynamics between liquidity provision and transitory volatility in a pure order-driven market. I posit that environments with better investor protection lead to a more stable ecological system of the supply and the demand of liquidity.
This dissertation has five chapters. Chapter 1 is the introduction that covers the motivation and major findings of the dissertation.
Leung Chung Ho.
"June 2007."
Adviser: Raymond So.
Source: Dissertation Abstracts International, Volume: 69-01, Section: A, page: 0320.
Thesis (Ph.D.)--Chinese University of Hong Kong, 2007.
Includes bibliographical references (p. 305-308).
Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Electronic reproduction. [Ann Arbor, MI] : ProQuest Information and Learning, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Electronic reproduction. Ann Arbor, MI : ProQuest dissertations and theses, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Abstracts in English and Chinese.
School code: 1307.

This dissertation consists of two essays in the area of corporate voluntary disclosure of predecision information. The first essay entitled, "Disclosure Choice in a Duopoly", focusses on the phenomenon of partial disclosure, where the manager of the firm discloses selected signals and withholds the rest. The manager may or may not receive private information which is related to both firm-specific and industry-wide common factors. The motivation for disclosure (non-disclosure) is derived from the proprietary nature of the manager's private information. The cost (benefit) of disclosure is modelled in an imperfectly competitive product market, where an uninformed opponent’s reaction to a disclosure affects the manager's expected profit. Our results indicate that the nature of the manager's optimal disclosure policy is crucially dependent on whether the signal is more informative about firm-specific or industry-wide common factors. Unfavourable news is disclosed and favourable news withheld if the signal is more informative about common factors. On the other hand, favourable news is disclosed and unfavourable news is withheld if the signal is more informative about firm-specific factors. Comparative statics show that the sensitivity of the optimal disclosure policy and the probability of disclosure to some key parameters are also dependent on this characteristic of a signal. The empirical implications of our results suggest that when testing hypotheses involving voluntary disclosures, failure to take the above characteristic into account may confound the results. The second essay entitled, "Disclosure and Reputation in Credit Markets", deals with a different aspect of voluntary disclosures. A reputation game is modelled in the absence of credible disclosure. The manager's ability with respect to obtaining predecision information is of interest to the firm's creditors. The manager's future nominal interest charges depend on the creditors' belief about the manager's ability, i.e., on his reputation. Hence, the manager attempts to communicate this ability through sub-optimal production choice and creditors learn about the manager by observing the end of period revenue realization. If credible disclosures are possible the manager may make direct disclosures to communicate his information gathering ability to the creditors. This alternative mechanism avoids the cost of reputation building incurred by selecting a suboptimal project. However, it is shown that if these two mechanisms for reputation acquisition are not "independent", then the possibility of disclosure increases the manager's incentive to select a sub-optimal action.

違規給企業帶來的主要後果是企業名譽的損失。然而，我們對以下問題卻知之甚少：企業在違規事件中是怎樣損失名譽的？為什麼同樣程度的違規給不同企業帶來的名譽損失卻不同？等等。本文綜合了來自犯罪學、財務學和社會心理學方面的文獻，把企業名譽定義為利益相關者對企業的情感，同時把違規事件看成是導致這種情感變化的誘因。
本文構建了一個綜合的理論模型，研究企業股東和企業自身的情感和情感變化。首先，本文提出，企業違規違反了股東對企業的道德期望和基本情感，使股東的情感發生偏移，並最終導致企業名譽的損失。在情感偏移的形成過程中，股東傾向于根據違規線索的診斷性特徵，把他們的基本情感用作透視鏡或者參照點來評價違規企業。第二，本文認為，違規企業通過在致歉公告中列出恢復性行動或語言，可以恢復股東對企業的基本情感並且減少企業名譽的損失。然而在情感恢復過程中，股東傾向于將恢復性行動或語言的心理距離與違規線索的心理距離進行比較，並據此調整他們對企業的評價和情感。第三，與其他違規企業相比，那些表達了愧疚感的違規企業在未來會約束自己的行為，降低了反復違規的傾向。但是隨著本次懲罰強度的不同，以及企業直接或間接地被懲罰經歷的不同，違規企業對本次懲罰的目的和道德意義的評價也會不同，並由此影響企業表達愧疚感的傾向。
本文的貢獻主要集中在以下四個方面。首先，通過強調情感在企業和股東關係中的重要性，豐富了關於公司治理的研究。第二，本文從情感視角去探討存在于股東和企業在資訊評價中各種的偏見，而這些偏見會影響他們對違規事件的情感和行為反應，以此拓展了集中於經濟視角的企業違規研究。第三，本文通過借鑒解釋層次理論中的觀點來研究企業恢復性行動和語言的特徵以及他們在股東情感恢復和企業榮譽恢復過程中的作用，這豐富了關於企業層的影像管理和危機管理研究。第四，本文通過強調企業內化懲罰在約束企業違規行為方面的作用，這對補充了關於懲罰的研究，並具有現實意義。
A consequence of corporate fraud studied in the literature is reputational penalty on the fraud firm. However, little is known about how a fraud firm loses its reputation after the fraud incident and why firms receive different levels of reputational penalty given the same level of fraud severity. Integrating literatures from criminology, finance, and social psychology, this dissertation conceptualizes firm reputation as stakeholders’ (mainly shareholders here) sentiment toward the firm and a fraud incident as a trigger of shareholders’ sentiment changes.
In this dissertation, I develop an integrated model that examines the sentiment changes of shareholders and sentiment restoration efforts made by the fraud firms. In the first study, I propose that corporate fraud violates shareholders’ normative expectations and fundamental sentiments toward the fraud firm, which leads to shareholders’ sentiment deflection and subsequently propels them to implement behavioral penalty on the fraud firm, that is, reputational penalty. During the process of sentiment deflection, shareholders tend to use the fundamental sentiment that they have adapted to as reference points to evaluate the fraud firm, depending on the salience of the fraud incident and the salience of the fraud firm. In the second study, I argue that the fraud firm can restore shareholders’ sentiment and minimize its reputation loss by expressing restorative actions in public apology announcement. However, during the process of sentiment restoration, shareholders tend to adjust their evaluation of the firm based on the relative psychological distance of the restorative actions compared with that of the fraud cues and sentiment cues. The third study focuses on guilt sentiments of the fraud firm, which have been found to have long-term impact on the fraud firm by transforming their future behaviors. I propose that fraud firms that express guilt sentiments after fraud punishment are more likely to restrain from repeated fraudulent behaviors in the future. However, variations in punishment intensity, together with the fraud firms’ direct and indirect punishment experiences, will influence their tendency to express guilt sentiments.
This dissertation aims to offer several contributions. First, by underscoring the importance of sentiment in the firm-shareholder relationship, it contributes to the corporate governance literature that mainly uses cognitive frameworks in the analysis. Second, it takes a sentiment approach to explore various biases embedded in shareholders’ and the firm’s evaluation of the informational cues that could influence their sentimental and behavioral reactions to the fraud incident, thus extending the corporate fraud literature that predominantly focuses on economics perspectives. Third, by examining the characteristics of firms’ restorative actions and languages and their effects on shareholders’ sentiment restoration and firm reputational repair, this dissertation contributes to the literatures of corporate turnaround and organizational-level impression management. Finally, it also contributes to the punishment literature by highlighting the internal transformation of the fraud firms, thus providing implications to stock exchange regulator and policy-makers in emerging economies.
Detailed summary in vernacular field only.
Detailed summary in vernacular field only.
Detailed summary in vernacular field only.
Xu, Yuehua.
Thesis (Ph.D.)--Chinese University of Hong Kong, 2012.
Includes bibliographical references (leaves 117-137).
Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Abstract also in Chinese.
ABSTRACT --- p.I
CHINESE ABSTRACT --- p.III
ACKNOWLEDGEMENTS --- p.V
LIST OF TABLES --- p.IX
LIST OF FIGURES --- p.X
Chapter CHAPTER 1 --- INTRODUCTION --- p.1
Chapter 1.1 --- Motivation and Research Questions --- p.1
Chapter 1.2 --- Theoretical Framework and Premise --- p.4
Chapter 1.3 --- Contributions --- p.9
Chapter 1.4 --- Organization of the Dissertation --- p.11
Chapter CHAPTER 2 --- STUDY ONE: A SENTIMENT MODEL OF FIRM REPUTATIONAL PENALTY FOLLOWING CORPORATE FRAUD --- p.13
Chapter 2.1 --- Introduction --- p.13
Chapter 2.2 --- Theoretical Background --- p.15
Chapter 2.2.1 --- Corporate Fraud and Reputational Penalty --- p.15
Chapter 2.2.2 --- Sentiment --- p.19
Chapter 2.3 --- Theoretical Framework and Hypotheses --- p.21
Chapter 2.3.1 --- Re-conceptualization of Firm Reputation and Theoretical Framework --- p.21
Chapter 2.3.2 --- Stimuli - Sentimental Reaction - Behavior: The Process from Fraud Detection to Reputational Penalty --- p.26
Chapter 2.3.3 --- Adaptive Levels of Moral Sentiment and Sentiment Rigidity --- p.28
Chapter 2.3.4 --- The Moderating Effects of Cue Diagnosticity and Firm Visibility --- p.30
Chapter 2.4 --- Methods --- p.34
Chapter 2.4.1 --- Empirical Setting --- p.34
Chapter 2.4.2 --- Sample and Data Collection --- p.35
Chapter 2.4.3 --- Measurement --- p.37
Chapter 2.5 --- Results --- p.45
Chapter 2.6 --- Discussion --- p.56
Chapter CHAPTER 3 --- STUDY TWO: FIRM RESTORATIVE EFFORTS AND REPUTATIONAL REPAIR AFTER CORPORATE FRAUD --- p.59
Chapter 3.1 --- Introduction --- p.59
Chapter 3.2 --- Theoretical Background --- p.61
Chapter 3.2.1 --- Firm Efforts to Turn Around from Fraud Incidents --- p.61
Chapter 3.2.2 --- Apology --- p.63
Chapter 3.3 --- Theoretical Framework and Hypotheses --- p.65
Chapter 3.3.1 --- Sentiment Restoration and Pragmatic Attitudes toward Restorative Efforts --- p.65
Chapter 3.3.2 --- The Construal Level of Restorative Cues --- p.68
Chapter 3.3.3 --- The Distance of Problem Cues: The Delay of Punishment --- p.70
Chapter 3.3.4 --- Shareholders’ Negative Sentimental Reaction: Media Negative Comments --- p.72
Chapter 3.4 --- Methods --- p.74
Chapter 3.4.1 --- Sample and Data Collection --- p.74
Chapter 3.4.2 --- Measurement --- p.75
Chapter 3.5 --- Results --- p.79
Chapter 3.6 --- Discussion --- p.84
Chapter CHAPTER 4 --- STUDY THREE: THE EFFECTS OF PUNISHMENT ON FRAUD FIRMS’ GUILT SENTIMENT EXPRESSION --- p.86
Chapter 4.1 --- Introduction --- p.86
Chapter 4.2 --- Theoretical Background: Punishment --- p.88
Chapter 4.3 --- Theoretical Framework and Hypotheses --- p.90
Chapter 4.3.1 --- The Expression of Guilt Sentiment and Repeated Fraud --- p.91
Chapter 4.3.2 --- Punishment Intensity and Guilt Sentiment --- p.93
Chapter 4.3.3 --- Normalization: The Moderating Effects of Direct and Indirect Punishment Experience --- p.95
Chapter 4.4 --- Methods --- p.98
Chapter 4.4.1 --- Sample and Data Collection --- p.98
Chapter 4.4.2 --- Measurement --- p.99
Chapter 4.5 --- Results --- p.102
Chapter 4.6 --- Discussion --- p.110
Chapter CHAPTER 5 --- DISCUSSION AND CONCLUSION --- p.111
Chapter 5.1 --- Conclusion --- p.111
Chapter 5.2 --- Contributions to Theory and Practice --- p.112
Chapter 5.3 --- Limitations and Implications for Future Research --- p.115
REFERENCES --- p.117

本論文研究了累積投票對中國上市公司業績的影響。我們主要研究三個問題。第一個問題是研究哪类所有权机构的公司更易于采取累积投票，第二是通過累積投票產生董事會成員和通過直接投票產生的董事會成員可能存在的差異。第三個問題是研究累積投票選出成員對公司治理和公司業績產生的影響。通過控制公司的特點，我們發現，控股股东占很大比例的公司（即便是在30%规定采取累积投票线下）更易于采用累积投票，其二，累積投票選舉產生的董事會和監事會更可能是專業人士，而且平均而言，累積投票選出的董事和監事會成員，比那些由直接投票選舉產生的董事會和監事會成員，擁有更多的公司股票. 此外，有證據表明他們更有可能代表股東利益而非管理層或大股東利益，這些證據不僅表明他們更有能力履行其職責，並且表明他們的個人利益與公司利益之間更為一致。本文延伸了現存的研究，並且證明了累積投票選舉產生的董事會對公司績效有積極的影響。但是，證據表明累計投票監事的比例增加並不會顯著改善公司績效。這些證據表明，累積投票在某種程度上改進了中國上市公司的公司治理狀況。
This paper investigates the impact of cumulative voting on the performance of listed corporations in China. We focus on three main issues: investigating effects of corporations’ ownership structure on cumulative voting adoption, exploring differences (if any) in personal attributes between the board members elected by cumulative voting and those elected by straight voting, and identifying the influence of cumulative voting members on corporate governance and firm performance. Controlling firm characteristics, we find that corporations with controlling shareholder who owns a larger proportion (even under the 30% regulatory cumulative voting cut-off) of the shares are more likely to adopt accumulative voting but the ownership concentration of other block shareholders tend to be uncorrelated or even negatively correlated with cumulative voting. In addition, both directors and supervisors elected by cumulative voting are (a) more likely to have professional titles, (b) own more stocks on average than those elected by straight voting, and (c) are more likely to be shareholder- rather than management-affiliated or controlling shareholder (typically the largest shareholder-affiliated). Such evidence indicates that they are more capable of fulfilling their duties and suggests that their personal interests may be more compatible with those of the listed corporations. In addition, we extend the existing literature by showing a positive correlation between the percentage of cumulative voting-elected directors sitting in the board of directors and firm performance. However, we did not find a significant relationship between the increase of proportion of CV supervisors and firm performance. In summary, these results demonstrate that cumulative voting, to some extent, improves corporate governance in China’s listed corporations.
Detailed summary in vernacular field only.
Qian, Jinghui.
Thesis (M.Phil.)--Chinese University of Hong Kong, 2012.
Includes bibliographical references (leaves 65-69).
Abstracts also in Chinese.
ABSTRACT(ENGLISH) --- p.i
ABSTRACT(CHINESE) --- p.ii
ACKNOWLEDGEMENT --- p.iii
TABLE OF CONTENTS --- p.iv
LIST OF TABLES --- p.v
Chapter 1 --- Introduction --- p.1
Chapter 1.1 --- The notion of cumulative voting --- p.1
Chapter 1.2 --- The situations in China --- p.3
Chapter 1.3 --- Issues to be investigated in the paper --- p.5
Chapter 2 --- Literature Review --- p.7
Chapter 2.1 --- Theoretical effects of cumulative voting --- p.9
Chapter 2.2 --- Empirical findings --- p.10
Chapter 2.3 --- Cumulative voting in China --- p.14
Chapter 3 --- Theory and Hypothesis --- p.16
Chapter 4 --- Data and Methodology --- p.23
Chapter 4.1 --- Data --- p.23
Chapter 4.2 --- Methodology --- p.25
Chapter 4.2.1 --- Propensity score matching --- p.26
Chapter 4.2.2 --- Barber and Lyon matching --- p.32
Chapter 4.2.3 --- Comparison between directory and supervisory members --- p.34
Chapter 4.2.4 --- OLS and difference-in-differences regressions --- p.35
Chapter 5 --- Empirical Results --- p.38
Chapter 5.1 --- Sample characteristics of cumulative voting elections (CVEs) --- p.38
Chapter 5.2 --- Comparison between cumulative voting and non-cumulative voting --- p.40
Chapter 5.2.1 --- PSM statistical description and regression results --- p.40
Chapter 5.2.2 --- Barber and Lyon matching --- p.49
Chapter 5.2.3 --- Differences between CV members and NCV members --- p.50
Chapter 5.3 --- Effects of Proportion of CV directors and CV supervisors on firm performance --- p.54
Chapter 5.4 --- Robutness analysis --- p.59
Chapter 6 --- Conclusions and Discussions --- p.61
Chapter 6.1 --- Summary of findings --- p.61
Chapter 6.2 --- Theoretical contributions and limitations --- p.63
REFERENCES --- p.65
Chapter Appendix I --- Variables and Descriptions --- p.70
Chapter Appendix II --- Supplementary PSM Regression --- p.73
Chapter Appendix III --- Supplementary Comparison CV members vs. NCV members --- p.75
Chapter Appendix IV --- Robustness of the Regression --- p.79
BIBLIOGRAPHY --- p.82

This study seeks to identify the nature of the bargaining relationship between manufacturing multinational corporations and a host government, to assess the distributive pattern of power and authority in such a relationship and the independence of government policy-making, and to evaluate the viability of the modern State in the contemporary international system. These objectives are pursued through an examination of the Australian Government's relationship with manufacturing multinationals. Particular attention is given to the motor vehicles industry. The study advances the propositions that (1) the balance of bargaining power between manufacturing multinationals and host governments is to the advantage of the governments in the initial stages and to the advantage of the corporations in the mature stages of the relationship (2> the distribution of power and authority at each stage of the relationship reflects the respective power bases of the actors, the degree of mutual need and the international context of the relationship and (3) the viability of the modern State is not undermined by the operations of manufacturing multinationals. The research suggests that <1) the manufacturing multinationals have an initial bargaining advantage over host governments with the latter gaining the advantage as the relationship matures (2) the weight of the respective power bases, mutual need and international relations does support these dynamic bargaining positions and <3) the viability of the modern State is not compromised by the activities of manufacturing multinationals.

M.Com. (Financial Management)
The idea that strategies should be judged by the economic value which is created in terms of them is well accepted in the business community. Based on surveys of practice there is, however, great uncertainty regarding the way in which strategies and subsequent company performance should be evaluated. The best measure of corporate success is therefore a vexed issue. Accounting numbers and ratios are generally perceived to be poor measures of changes in economic value. The problem can be said not to lie with accounting, but in its inappropriate use. Accounting measures are constrained by accrual accounting conventions and financial reporting objectives; they are not designed to measure changes in a finn's economic value. Some of the limitations are the fact that earnings can be computed in different ways (depending on management's choice of accounting policy), earnings do not reflect differences in risk and it ignores working capital and fixed capital investments. These shortcomings imply that traditional accounting measures (like earnings and earnings per share) are not reliably linked to increasing the value of the company's stock price. When a business wants to determine the economic value of an investment, it discounts the investment's forecast cash flow by the company's cost of capital. This technique, known as discounted cash flow (DCF) analysis, is widely used in capital budgeting and lease versus buy decisions. Until recently, managers have generally been reluctant to extend the approach beyond piecemeal applications to an entire business plan. The shareholder value approach applies the DCF analysis to the business as a whole - treating it as a portfolio of cash-generating strategies...

Some commentators attribute the success of certain hedge fund activism events to “wolf pack” activism, the support offered by other investors, many of whom are thought to accumulate stakes in the target firms before the activists’ campaigns are publicly disclosed. This paper investigates wolf-pack activism by considering the following questions: Is there any evidence of wolf-pack formation? Is the wolf pack formed intentionally (by the lead activist) or does it result from independent activity by other investors? Does the presence of a wolf pack improve the activist’s ability to achieve its stated objectives? First, I find that investors other than the lead activist do in fact accumulate significant share-holdings before public disclosure of activists’ campaigns, a result consistent with wolf-pack formation. Second, these share accumulations are more likely to be mustered by the lead activist rather than occurring spontaneously. Notably, for example, the other investors are more likely to be those who had a prior trading relationship with the lead activist. Third, the presence of a wolf pack is associated with a greater likelihood that the activist will achieve its stated objectives (e.g., will obtain board seats) and higher future stock returns over the duration of the campaign.

The thesis consists of four essays that investigate the relation between ownership structure and corporate performance in emerging markets. Essays 1 and 2 are meta-analyses of the ownership-performance literature. Essay 3 examines shareholder type and performance relations for listed Chinese corporations. Essay 4 investigates the relevance of within-group acquisitions for propping versus tunneling of listed Chinese corporations. Essay 1 uses meta-analytic methods to examine whether there is an underlying homogeneous relation between ownership concentration and corporate performance in emerging markets, and what might contribute to the conflicting empirical findings in the literature. Using 313 correlations from 27 primary studies, I find that, in emerging markets, on average concentrated ownership is associated with a positive firm performance. However, I reject the hypothesis of a homogenous relation between ownership concentration and corporate performance. Meta-regressions of the 313 correlations and their corresponding study characteristics reveal that the reported ownership-performance relation in many emerging market studies may be exaggerated by under-specifying the models, but that the treatment of endogeneity also matters. Holding these sources of heterogeneity constant, there are significant differences across countries and regions that may be better revealed and explained by further research using adequately specified models and appropriate estimation methods. Essay 2 uses statistical meta-analysis to integrate the diverse empirical findings and assess the relation between different types of ownership and firm performance in emerging markets. Privatization has been an important phenomenon since the 1980s, which is accompanied by ongoing arguments about the advantages and disadvantages of government ownership in business corporations. With the continuing development of emerging stock markets, influences of government and private ownership on financial performance of listed corporations in emerging markets have attracted more and more research interest, yet yielded many inconsistent empirical results. I use meta-analytic methods to integrate the diverse empirical findings and empirically assess the relation between different types of ownership and firm performance in emerging markets. I find that private ownership (including individual/family, foreign, and institutional investor ownership) outperform government ownership in terms of financial performance regardless of the performance measures used. Essay 3 examines whether government and family ownership, under various government performance agenda, is associated with performance difference in Chinese listed corporations. I develop performance measures for social objectives of government ownership, focusing on employment and tax contributions, and use system GMM to account for various endogeneity problems. I find that government ownership has different implications in relation to social objectives. Different levels of Chinese government emphasize employment objectives over tax and financial-performance objectives; even corporations in poor financial situation appear to emphasize employment objectives while potential damage to these corporations is mitigated through preferential tax treatment. Essay 4 investigates the potential incentives for and use of within-group equity acquisitions by listed Chinese corporations to facilitate expropriation by controlling shareholders or the propping up of weak enterprises within business groups. I use event study approach, estimating acquirers' abnormal returns while using Heckman two-step regressions to control for potential selection bias. The results suggest that acquisition incentives contribute to market reactions to intra-group acquisition announcements. The market response is more positive for acquisitions in the presence of propping incentives, compared to acquisitions with expropriation incentives and imputed arms-length acquisitions. The identity of the controlling shareholder matters; market responses tend to be lower for acquisitions by family-controlled acquirers and higher for acquisitions by local government-controlled acquirers.

This thesis sets out to examine the use and character of employee voice practices in foreign owned multinational enterprises operating in Australia. It specifically focuses on the impact of union presence and a strategic human resource management approach on the employee voice practices. To address the research questions a quantitative research method was adopted utilising a questionnaire. This was conducted through face to face interviews with the HR managers of a sample of 171 foreign owned multinational enterprises operating in Australia. To examine the character of employee voice practices, frequencies and cross tabulations were conducted. Logistic regression analysis was carried out to determine the influence of a union presence and strategic human resource management approach on employee voice practices. The findings provide a comprehensive snapshot of the current character and influences of employee voice approaches adopted by multinational enterprises in the Australian context. This thesis demonstrates that foreign owned multinational enterprises are high-level users of the full range of direct employee voice mechanisms with the exceptions of use of employee suggestion schemes. Indirect methods such as trade union recognition and the use of joint consultation committees across all sites were not utilised to the same extent. It was also found that trade union presence and a strategic human resource management approach; greenfield site and country of origin affect the employee voice approach adopted. High trade union presence is associated with an indirect employee voice approach. A low trade union presence is associated with a direct or a minimalist approach to employee voice. A strategic human resource management approach is associated with both direct and dualistic approaches to employee voice. Implications can be drawn for theory and management practice.

Debt holding by managers, i.e., inside debt, aligns the incentives of managers more closely with those of debtholders, reducing agency costs of debt (Jensen and Meckling (1976) and Edmans and Liu (2011)). My thesis investigates the effect of managerial ownership of debt on corporate risk-taking, bank loan contracting, and accounting conservatism.
In the first chapter I examine the effect of managerial ownership of debt on agency costs of debt problems related to risk-taking. I find that higher managerial ownership of debt implements lower corporate risk-taking, in terms of less investment in R&D, more investment in capital expenditures, and more corporate diversification. The role of inside debt in moderating risk-taking is more pronounced in firms with high level of default risk. These findings suggest that managers with large inside debt holdings are less likely to pursue risky projects that potentially transfer wealth from debtholders to shareholders.
In the second chapter I examine how terms of bank loans are related to managerial ownership of debt. Specifically, the analysis uncovers significant evidence of lower loan spreads for firms with larger debt ownership by CEOs. The negative relation is more pronounced when creditors face higher expropriation risk and when the CEO's expected retirement horizon is beyond loan maturity. I also find that loans to firms with larger managerial debt holdings are associated with smaller lending syndicates, fewer covenant restrictions, and less collateral requirement, consistent with lenders anticipating lower expropriation risk at these firms.
In the third chapter I examine the relation between accounting conservatism and managerial ownership of debt. Consistent with debt holdings by managers mitigating the debtholder-shareholder conflicts and reducing debtholders' demand for accounting conservatism, I find significant evidence of less conservative financial reporting at firms whose CEOs have accumulated more deferred compensation and pension benefits. This negative relation is more pronounced in firms with higher expected agency costs of debt and in firms that can credibly commit to a higher level of conservatism if required by debtholders. These findings are robust to using a number of alternative accounting conservatism measures and to correcting for potential endogeneity of managerial ownership of debt.
Xin, Xiangang.
Advisers: Danqing Young; Oliver M. Rui; Cong Wang.
Source: Dissertation Abstracts International, Volume: 73-07(E), Section: A.
Thesis (Ph.D.)--Chinese University of Hong Kong, 2011.
Includes bibliographical references (leaves 134-140).
Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Electronic reproduction. Ann Arbor, MI : ProQuest Information and Learning Company, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Abstract also in Chinese.

As a company is a juristic person it can only act through human agency. A question that arises because of this fact is under what circumstances a company can be held to a contract by a third party where its representative was unauthorised to enter into such contract. There should be a careful weighing and balancing of the interests of the shareholders and the company on the one hand and the contracting third party on the other. It is further important to have legal certainty on the validity and enforceability of contracts concluded by and with companies as the absence of certainty can hamper business dealings with companies which would have an impact on the economy. The common-law principles of agency form the foundation upon which representation within the context of company law takes place. The law of agency has been adapted in the context of company law to satisfy the unique needs that have originated in this regard. One such adaptation is the creation of the Turquand rule by the English courts which rule was taken over by the South African courts. One of the primary reasons for creating the Turquand rule was due to the harsh effect that the common-law doctrine of constructive notice had on third parties dealing with a company. In this study an examination of the current legal position regarding representation of a company in South Africa was undertaken. The history and development of the common-law principles of agency and doctrines that are unique to representation in a company law context are analysed and the relevant sections of the Companies Act 71 of 2008 are discussed. The integration of the common-law principles with the relevant provisions of the Companies Act 71 of 2008 is considered and recommendations are made in respect thereof. In support of the analysis, a comparative study was undertaken of the history and development of this subject matter in England. It was concluded that South African company law, with all its shortcomings and uncertainties is still to be preferred above the position in England.
Aangesien ‘n maatskappy ‘n regspersoon is, kan dit slegs deur middel van natuurlike persone as agente optree. ‘n Vraag wat as gevolg van hierdie feit ontstaan is onder watter omstandighede ‘n maatskappy deur ‘n derde party gebonde gehou kan word aan ‘n kontrak waar die maatskappy se verteenwoordiger nie gemagtig was om die kontrak aan te gaan nie. Daar behoort ‘n versigtige afweging te wees tussen die belange van die maatskappy en sy aandeelhouers aan die een kant en ‘n derde party wat met die maatskappy kontrakteer aan die ander kant. Dit is verder belangrik om regsekerheid te hê oor die geldigheid en afdwingbaarheid van kontrakte wat met maatskappye aangegaan word aangesien die afwesigheid daarvan besigheidsverkeer met maatskappye kan kortwiek wat ‘n impak op die ekonomie tot gevolg sal hê. Die gemeenregtelike beginsels van verteenwoordiging vorm die basis waarop verteenwoordiging binne die konteks van maatskappyereg plaasvind. Verteenwoordigingsreg is aangepas binne die konteks van maatskappye om voorsiening te maak vir die unieke behoeftes wat in hierdie verband ontstaan het. Een sodanige aanpassing is die skepping van die Turquand reël deur die Engelse howe, welke reël deur die Suid-Afrikaanse howe oorgeneem is. Een van die hoofredes vir die skepping van die Turquand reël is die onregverdige uitwerking wat die gemeenregtelike leerstuk van toegerekende kennis op derde partye gehad het wat met ‘n maatskappy onderhandel. ‘n Studie van die huidige regsposisie rakende verteenwoordiging van ‘n maatskappy in Suid-Afrika is hierin gedoen. Die geskiedenis en ontwikkeling van die gemeenregtelike beginsels van verteenwoordiging en leerstukke eie aan verteenwoordiging in die konteks van maatskappyereg is geanaliseer. Die betrokke artikels van die Maatskappywet 71 van 2008 word bespreek. Die integrasie van hierdie gemeenregtelike beginsels met die betrokke bepalings van die Maatskappywet 71 van 2008 is oorweeg en aanbevelings in verband daarmee gemaak. Ter ondersteuning van die analise is ‘n vergelykende studie van die gekiedenis en ontwikkeling van hierdie onderwerp in Engeland onderneem. Daar is tot die slotsom gekom dat die Suid-Afrikaanse maatskappyereg, met al sy tekortkominge en onsekerhede nogsteeds bo die posisie in Engeland te verkies is.
Mercantile Law
LL. M.

Section 71(3) of the Companies Act 71 of 2008 has introduced into South African company law a provision which for the first time permits the board of directors to remove another director from office in certain specific instances. A further significant innovation in the Companies Act 71 of 2008 is contained in section 162, which empowers a court to make an order declaring a director delinquent or placing him under probation in specific instances. The effect of section 162 is that a court is empowered to remove a director from the board of directors. The focus of this thesis is the removal of directors from office by the board of directors and by the judiciary. The thesis explores the underpinning philosophy of the statutory provisions relating to the removal of directors from office. It also examines the impact of the power given to the board of directors and to the courts to remove a director from office. The grounds and the procedures for the removal of directors by the board of directors and the judiciary are examined. The fiduciary duties applicable to directors in removing a director from the board of directors are also explored. In addition, this thesis examines the removal of directors holding multiple positions or capacities in relation to a company, such as an employee or a shareholder with loaded voting rights. The remedies which may be relied on by a director who has been removed from office by the board of directors are examined. Recommendations are made to strengthen and improve the provisions in the Companies Act 71 of 2008 relating to the removal of directors from office by the board of directors and the judiciary. Amendments to the Companies Act 71 of 2008 are suggested to remove ambiguities; to guard against the abuse of sections 71(3) and 162; to improve the grounds and procedures for the removal of directors by the board of directors and the judiciary, and to enhance the remedies that may be relied on by a director who has been removed from office by the board of directors.
Artikel 71(3) van die Maatskappywet 71 van 2008 het ’n bepaling tot Suid-Afrikaanse maatskappyreg toegevoeg wat die direksie vir die eerste keer in staat stel om ’n ander direkteur in sekere spesifieke gevalle uit sy of haar amp te verwyder. ’n Verdere belangrike vernuwing in die Maatskappywet 71 van 2008 word in artikel 162 vervat, wat ’n hof magtig om ’n bevel uit te vaardig wat ’n direkteur misdadig verklaar of hom of haar in spesifieke gevalle aan ’n proeftydperk onderwerp. Die effek van artikel 162 is dat ’n hof by magte is om ’n direkteur uit die direksie te verwyder. Die fokus van hierdie tesis is die verwydering van direkteure uit hul ampte deur die direksie en die regbank. Die tesis verken die onderliggende filosofie van die statutêre bepalings wat met die verwydering van direkteure uit hul ampte verband hou. Dit ondersoek ook die impak van die bevoegdheid wat aan die direksie en die howe verleen word om ’n direkteur uit sy of haar amp te verwyder. Die gronde en prosedures vir die verwydering van direkteure deur die direksie en die regbank word ondersoek. Die fidusiêre pligte van toepassing op direkteure by die verwydering van ’n direkteur uit die direksie word ook verken. Daarbenewens ondersoek hierdie tesis die verwydering van direkteure wat veelvuldige posisies of hoedanighede met betrekking tot ’n maatskappy beklee, soos ʼn werknemer of aandeelhouer met gelaaide stemregte. Die regsmiddele waarop ’n direkteur, wat deur die direksie uit sy of haar amp verwyder is, kan steun, word ondersoek. Aanbevelings word gemaak om die bepalings in die Maatskappywet 71 van 2008, wat met die verwydering van direkteure uit hul ampte deur die direksie en regbank verband hou, te versterk en te verbeter. Wysigings aan die Maatskappywet 71 van 2008 word voorgestel om dubbelsinnighede uit te skakel; om teen die misbruik van artikels 71(3) en 162 te waak; om die gronde en prosedures vir die verwydering van direkteure deur die direksie en die regbank te verbeter, en om die regsmiddele waarop ’n direkteur wat deur die direksie uit sy of haar amp verwyder is kan steun, te versterk.
ISigaba 71(3) Somthetho weZinkampani 71 ka 2008 sewuze wangenisa emithethweni yezinkampani zaseNingizimu Afrika, umthetho ongowokuqala ovumela ibhodi labaqondisi ukuthi libe namandla wokugudluza omunye umqondisi esikhundleni sakhe ngaphansi kwezimo ezithile. Olunye ushintsho olusha kuMthetho wama-71 weZinkampani ka 2008 uqukethwe yiSigaba 162, wona ugunyaza inkantolo ukuthi ikhiphe umyalelo owazisa umqondisi ngokuthi unecala noma obeka umqondisi ngaphansi kophenyo, phecelezi “probation” ngesinye isikhathi. Inhloso yeSigaba 162 wukunikeza inkantolo igunya lokugudluza umqondisi kwibhodi labaqondisi. Impokophelo yale thisisi wukugudluzwa kwabaqondisi, bagudluzwe yibhodi labaqondisi kanye nomthetho/nobulungisa. Ithisisi ihlola ifilosofi yemithetho ekhishiwe emayelana nokugudluzwa kwabaqondisi ezikhundleni zabo, Kanti futhi ihlola umthelela wamandla anikezwe ibhodi labaqondisi kanye nezinkantolo ukuthi zigudluze umqondisi esikhundleni. Izizathu kanye nengqubo elandelwayo mayelana nokugudluzwa kwabaqondisi yibhodi labaqondisi kanye nomthetho nazo ziyahlolwa. Imisebenzi emayelana nokuthembeka eyenziwa ngabaqondisi ukugudluza umqondisi kwibhodi labaqondisi nayo iyacwaningwa Ngaphezu kwalokhu, le thisisi .iphenya ukugudluzwa kwabaqondisi abaqokwe ezikhundleni eziningi noma abanegunya elithize ngokwengqubo yenkampani, enjengesisebenzi, phecelezi “employee” noma umabelwa-mashezi onamalungelo amaningi okuvota, phecelezi, “loaded with voting rights”. Izeluleko ezingasetshenziswa wumqondisi ogudluzwe esikhundleni sakhe yibhodi labaqondisi nazo ziyahlolwa. Izincomo nazo ziyenziwa ngenhloso yokuqinisa kanye nokuthuthukiswa kwamandla oMthetho we-71 weZinkampani ka 2008, mayelana nokugudluzwa kwabaqondisi ezikhundleni yibhodi labaqondisi kanye nomthetho. Izinguquko zoMthetho wama-71 weZinkampani ka 2008 ziqonde ukususa izixakaxaka, ukulwa nokudlelezelwa kweSigaba 71(3) kanye no 162, ukuthuthukisa izizathu kanye nezingqubo zokugudluzwa kwabaqondisi yibhodi labaqondisi kanye nomthetho, ukuqinisa izindlela zokulungisa ezingasetshenziswa wumqondisi osegudluziwe esikhundleni yibhodi labaqondisi.
Mercantile Law
LL. D.