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1
Jansson, Andreas. "Collective Action Among Shareholder Activists". Doctoral thesis, Växjö : Växjö University Press, 2007. http://urn.kb.se/resolve?urn=urn:nbn:se:vxu:diva-1665.
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Pajuste, Anete. "Corporate governance and controlling shareholders". Doctoral thesis, Handelshögskolan i Stockholm, Finansiell Ekonomi (FI), 2004. http://urn.kb.se/resolve?urn=urn:nbn:se:hhs:diva-537.
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The classical corporation, as described by Berle and Means (1932), was characterized by ownership that is dispersed between many small shareholders, yet control was concentrated in the hands of managers. This ownership structure created the conflict of interest between managers and dispersed shareholders. More recent empirical work (see, e.g., La Porta et al. (1999) and Barca and Becht (2001)) has shown that ownership in many countries around the world is typically concentrated in the hands of a small number of large shareholders. As a result, an equally important agency conflict arises between large controlling shareholders and minority shareholders. On the one hand, large shareholders can benefit minority shareholders by monitoring managers (Shleifer and Vishny, 1986, 1997). On the other hand, large shareholders can be harmful if they pursue private goals that differ from profit maximization or if they reduce valuable managerial incentives (Shleifer and Vishny, 1997; and Burkart et al., 1997). In the presence of several large shareholders, a conflict of interest may arise between these controlling shareholders (see, e.g., Zwiebel (1995), Pagano and Röell (1998), and Bennedsen and Wolfenzon (2000)). They can compete for control, monitor each other, or form controlling coalitions to share private benefits. The question arises as to what determines the role of controlling shareholders in various firm policies and performance. Previous literature has noted that the incentives to expropriate minority shareholders are often exacerbated by the fact that the capital invested by the controlling shareholders is relatively lower than the voting control they achieve through the use of dual class shares (i.e., shares with differential voting rights) or stock pyramids (e.g., Claessens et al., 2002). Moreover, the identity of the shareholder (e.g., family vs. financial institution) is important for understanding the role of controlling shareholders (see, e.g., Holderness and Sheehan (1988), Volpin (2002), Claessens et al. (2002), and Burkart et al. (2003)). Using Swedish data, Cronqvist and Nilsson (2003) show that the agency costs of family owners are larger than the agency costs of other controlling owners. The role of controlling shareholders in transition countries is exacerbated by the fact that the legal and general institutional environment remains underdeveloped. In such an environment, strong owners may be the second best option to weak legal protection of investors (La Porta et al., 1997, 1998). The transition countries of central and eastern Europe are experiencing increasingly concentrated control structures, typically with the controlling owner actively involved in the management of the firm (Berglöf and Pajuste, 2003). Moreover, experience from transition countries suggests that foreign direct investment, where investors take controlling positions, have been critical to the successful restructuring of privatized firms. This thesis consists of four self-contained chapters that empirically examine various corporate governance issues. The common theme throughout the thesis is the focus on large shareholders, their identity, as well as to whether they deviate from the principle of one share-one vote. In particular, I examine the effect of large shareholders on firm value (in the first and third chapters), dividend policies (in the second chapter), and stock returns (in the final chapter). The first two chapters employ the data from Finland, the third looks at companies in seven European countries where deviations from one share-one vote are common, and the final one explores the evidence from transition countries.Diss. Stockholm : Handelshögskolan, 2004
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Stratton, M. Lee. "Directors' fiduciary duties to shareholders". Thesis, University of Ottawa (Canada), 1993. http://hdl.handle.net/10393/6561.
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Since the 1902 decision of Percival v. $Wright\sp1,$ Canadian common law has provided that directors generally have no fiduciary duties to shareholders. Shareholders have continued to assert that directors have such duties, however. Moreover, shareholders have been attracted by the allure of the rigorously restitutionary remedies imposed on fiduciaries. Cases in which share holders have made claims of fiduciary duty against directors since the law reforms of the 1960s and 1970s are examined. The law reformers expected that the courts would develop the law of fiduciary relations within the corporation. Moreover, the nature of securities law reforms confronted the courts with the previously noted gulf between the statutory fiduciary obligations imposed on directors and insiders of widely-held corporations and the lack of such obligations in private companies. This review of judicial decisions begins with an examination of the compulsory acquisition cases which preceded the statutory take-over bid reforms. These cases arise from facts which would constitute take-over bids under the statutory reforms of the 1960s. In these cases, we see a very limited attempt by the judiciary to impose fiduciary obligations of good faith and candour in favour of minority shareholders. The courts' sense of commercial morality seems to have been stirred in these cases, a morality engendered by the arbitrary expropriation permitted by the statutory compulsory acquisition provisions. An examination of latter day cases involving claims of fiduciary duty show that the decisions are sprinkled with references to commercial morality. Despite this moral impetus, the courts seem unwilling to venture beyond the perceived constraints of the corporations statutes. This unwillingness, coupled with the courts' inability to articulate a uniform rationale for imposing fiduciary duties on directors in favour of shareholders contribute to the unsatisfactory state of the law. (Abstract shortened by UMI.) ftn$\sp1$ (1902) 2 Ch 421.
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Goodman, Jennifer Coralie. "Social shareholder engagement: How shareholders bring social, environmental and ethical concerns to the heart of management". Doctoral thesis, Universitat Ramon Llull, 2015. http://hdl.handle.net/10803/295841.
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Els accionistes sempre han estat fonamentals per entendre un negoci. I ho continuen essent avui. Tanmateix, suposar que una empresa s’ha de dirigir només per satisfer les demandes dels accionistes, i que aquests accionistes estan preocupats només per maximitzar els seus beneficis econòmics, resulta problemàtic, davant de les nombroses exigències que tant aquests accionistes com d’altres stakeholders plantegen a les empreses.
En una època en què temes com el canvi climàtic i la distància creixent entre els rics i els pobres s’estan convertint en preocupacions urgents per a la societat, el paper de les empreses, les seves finalitats i les seves pràctiques s’estan qüestionant tant en l’àmbit públic, com en el privat i en l’acadèmic. La inversió responsable, els diversos tipus d’inversors, les iniciatives multistakeholder, les comunitats, les campanyes d’activisme i una varietat creixent de stakeholders plantegen múltiples i diverses demandes a les empreses, que van més enllà dels interessos econòmics.
Aquesta tesi adopta la perspectiva del repte que suposa per a les empreses que es qüestionin els supòsits en què es fonamenta la seva naturalesa. Hi ha accionistes que s’impliquen en la gestió corporativa de les problemàtiques socials, mediambientals i ètiques, com els drets humans o la degradació de l’entorn. En aquest estudi, s’analitza empíricament i conceptualment aquesta “implicació de l’accionista” (shareholder engagement), que és un fenomen cada vegada més rellevant en la pràctica corporativa i en l’activitat investigadora. Oferim una nova perspectiva de la implicació de l’accionista, que identifica la seva naturalesa política i ètica. D’aquesta manera, participem i contribuïm a la literatura sobre govern corporatiu, inversió responsable, activisme social i ètica empresarial, i obrim noves vies per a la recerca futura.Los accionistas siempre han sido fundamentales para entender un negocio. Y lo siguen siendo hoy. Sin embargo, suponer que una empresa ha de ser dirigida únicamente para satisfacer las demandas de los accionistas, y que dichos accionistas están preocupados únicamente por maximizar sus beneficios económicos, resulta problemático, a la luz de las numerosas exigencias que plantean a las empresas tanto los accionistas como otros stakeholders. En un tiempo en que determinados temas, como el cambio climático y la distancia creciente entre ricos y pobres, se están convirtiendo en preocupaciones acuciantes para la sociedad, el papel de las empresas, sus fines y sus prácticas están siendo cuestionados en los ámbitos público, privado y académico. La inversión responsable, los diversos tipos de inversores, las iniciativas multistakeholder, las comunidades, las campañas de activismo y la gran variedad de stakeholders han planteado múltiples y diversas demandas a las empresas, que van más allá de los intereses económicos. Esta tesis adopta la perspectiva del reto que supone para las empresas el cuestionamiento de las asunciones en que se fundamenta su naturaleza. Hay accionistas que se implican en la gestión corporativa de las preocupaciones sociales, medioambientales y éticas, como los derechos humanos o la degradación del entorno. En este estudio, se analiza empíricamente y conceptualmente esta “implicación del accionista” (shareholder engagement), pues es un fenómeno cada vez más relevante en la práctica corporativa y en la actividad investigadora. Ofrecemos una nueva perspectiva de la implicación del accionista, que identifica su naturaleza política y ética. De este modo, participamos y contribuimos a la literatura sobre gobierno corporativo, inversión responsable, activismo social y ética empresarial, y abrimos nuevas vías para la investigación futura.
Shareholders have always been fundamental to an understanding of the corporation. The same is true today. However, the assumptions that the firm should be run to meet only the demands of shareholders, and that those shareholders are concerned only about the maximization of financial returns, are problematic in light of the multitude of demands placed on corporations by both shareholders and other stakeholders. At a time when issues such as climate change and the widening gap between rich and poor have become pressing societal concerns, the role of business, its purposes and its practices have been challenged in the public, private, and academic spheres. Responsible investment, diverse investor types, multi-stakeholder initiatives, communities, activist campaigns, and a variety of other stakeholders have resulted in multiple and diverse demands on the company which go well beyond financial interests. This thesis takes the perspective of one such challenge to the fundamental assumptions about the nature of the firm: shareholders who actively engage with corporate management on issues of social, environmental, and ethical concern such as human rights or environmental degradation. This ‘social shareholder engagement’, an increasingly relevant phenomenon in practice and research, is explored here both empirically and conceptually. I provide a new perspective on social shareholder engagement, which identifies the political and ethical nature of these actions. In this way I engage with and contribute to the corporate governance, responsible investment, social activism and business ethics literatures and open a number of future avenues for research.
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Abdou, Majdi A. "Towards a new solution of minority shareholder protection in Libya : letting the minority shareholders have a voice". Thesis, University of Glasgow, 2015. http://theses.gla.ac.uk/6423/.
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The study develops a framework for improving corporate governance mechanisms in Libya that takes into account its specific environment of weak formal enforcement and its corporate ownership structure, which is based on concentrated state ownership. The central goal of the research is to establish an adequate protection system for minority shareholders that can contribute to the development of an efficient and healthy commercial environment in Libya. To do so, the study examines the current solution for dealing with the conflict of interests between shareholders adopted by Libyan law under art 159 of Libyan Economic Activity Act (LEAA 2010): the minority shareholders’ actions. Using a social and economic analysis and a black letter approach, this study presents a novel analytical framework that formulates an appropriate solution for controlling conflict of interests between shareholders in Libya. To that end, the study addresses the following questions: how effective is the current mechanism for dealing with the conflict of interest between shareholders in Libya? What are the economic and social implications of the different proposed approaches? What elements determine which approach is preferable in Libya? And, finally, what are the challenges that the proposed law reform may face? To answer these questions, firstly, it is necessary to consider the general framework of corporate governance in Libya, examine the country’s current position as an economy in the early stages of transformation and analyse the potential impact of this transformation on corporate governance. Following this, I locate the dimensions of the conflict of interest problem between the minority and majority shareholders in Libya through analysing literature of corporate governance with regard to the minority-majority shareholder problem and applying it to the case of Libya. After that, I examine the efficacy of the current mechanism available in Libyan law (minority shareholders actions) as a solution for dealing with the conflict of interests between the minority shareholders and the majority shareholders in Libyan companies. However, the current approach is not appropriate for Libya for several reasons that relate to either the efficiency of the approach itself or its application and enforcement in Libya. After examining other possible solutions (e.g. a prohibition strategy), I propose the self-enforcing model as the most appropriate solution since it contributes to companies being able raise capital from investors, and it also lowers the number of conflict of interest transactions and makes a company’s transactions more efficient. Finally, the self-enforcing model does away with the need for external monitoring. However, this is not the end of the story; adopting such a model will inevitably lead to some potential risks (such as the risk that the minority shareholders may abuse their rights), which will require the formulation and adoption of new and specific strategies of corporate governance that are appropriate to Libya.
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Yeo, Boon Hong. "Antigreenmail charter amendments and shareholders’ wealth". Thesis, University of British Columbia, 1986. http://hdl.handle.net/2429/25689.
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From time to time, firms do repurchase their shares. An open market repurchase or a general tender offer does not have the effect of transfering wealth from one group of shareholders to another. This is in contrast to a privately negotiated premium repurchase from a single block holder where the remaining shareholders are excluded from participating in the offer. This type of targeted share repurchasing has been observed before - or in connection with - a takeover attempt and often has the effect of terminating the takeover attempt.
Such a targeted share repurchase is commonly referred to as "greenmail". The price is usually at a premium over the prevailing market price and the seller will typically agree to abstain from acquiring any more of the company's voting stock. The non-participating shareholders stand to lose from both the premium paid out of corporate assets and the loss of a potential takeover offer premium.
Recently, firms have been proposing to institute antigreenmail charter amendments that would prevent management from engaging in greenmail. Such a proposal may or may not be in the best interest of shareholders. This paper attempts to measure the economic significance of an antigreenmail proposal.
The methodology chosen is that of an event-time study. The magnitude of abnormal returns is used to gauge its significance in relation to the day that the market learns of the antigreenmail charter amendment. The "stockholder interest hypothesis" predicts that the proposal is undertaken with the interest of shareholders in mind and thus stock prices should react positively to the announcement.
However, the results obtained do not support that hypothesis. Stockholders seem to suffer a statistically significant decline in the value of their shares around the day when news of such proposals reach the market. This result is also inconsistent with previous empirical evidence on targeted repurchases and standstill agreements.Business, Sauder School of
Graduate
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Levy, Marc. "Shareholders' control in complex corporate structures". Doctoral thesis, Universite Libre de Bruxelles, 2012. http://hdl.handle.net/2013/ULB-DIPOT:oai:dipot.ulb.ac.be:2013/209768.
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In this global world, many firms present a complex shareholding structure withindirect participation, such that it may become difficult to assess a firm’s controllers.
Furthermore, if there are numerous dominant shareholders, the control can be shared between
them. Determining who has the most influence is often a difficult task. To measure this
influence, game theory allows the modeling of voting games and the computing of the
Banzhaf index. This thesis develops models to measure the Banzhaf indices in any ownership structure (pyramidal ownership structures and cross-ownership structures). The models are then applied to real cases studies such Colruyt, Elia, Lafarge and Allianz.
Doctorat en Sciences économiques et de gestion
info:eu-repo/semantics/nonPublished
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Salim, Mohammad Rizal. "Shareholders' rights and remedies in Malaysia". Thesis, Lancaster University, 2005. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.560579.
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This thesis investigates the laws on shareholders' rights and remedies in Malaysia from a comparative perspective. Law is given a broad meaning which gives this research a multidisciplinary character. British colonial business interests resulted in the transplantation of Malaysia's corporate and other commercial laws; this transplantation process continues in the post-colonial period due to the desire to conform to internationally recognised norms and standards and the lack of local innovation. The interaction of the transplanted laws with institutions and other elements in the local setting creates gaps between the law-in-the-books and law-in-action. In particular, the transplanted governance regime which focuses on the director-shareholder agency problem is inappropriate for an environment where controlling shareholders created the largest agency problems. Malaysians are also reluctant to seek redress through the official legal system (again a product of transplantation) for cultural, historical, political and economic factors. The poor quality of the legal institutions, access to court issues, poor public governance and the abdication of the judiciary of its' duties to protect individual rights vis-a.-vis the state further compromised the value of the law-in-the-books. These are compounded by the uncritical and often inappropriate reliance to case laws of other Commonwealth countries, and the general apathy of the judiciary to the rights of shareholders. In conclusion, it is argued that the law-in-the-books may appear to provide adequate protection to shareholders; however the value of the law must be examined in a larger perspective. The administration and implementation of the law as well as a healthy respect for the rule of law is as important as the substantive law itself.
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Brandon, Sonia. "Institutional shareholders preferences on corporate governance". Thesis, University of Portsmouth, 2018. https://researchportal.port.ac.uk/portal/en/theses/institutional-shareholders-preferences-on-corporate-governance(c51aee2b-6275-4d3b-97de-535db646942e).html.
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The study examines the association between institutional shareholdings in FTSE ALL Share firms and corporate governance from 2006 to 2010. Institutions are believed to invest in firms with better corporate governance, to help meet their fudiary duties. The evidence is consistent with this view, that institutional investors do tilt their portfolios' to firms with better governance. However, when examining ownership at various levels only block-ownership at ≤10% had a positive significant association to corporate governance. It was also found that institutional shareholder became more sensitive after the 2007-8 financial crisis. Finally, when exploring the association for different types of institution, it was found that investment advisors and hedge funds were the most sensitive to corporate governance. The study provides a contribution to knowledge on institutional ownership, as it provides the first evidence on the institutional investor preferences on corporate governance within the UK and which elements are the most important to institutions.
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Blanchard, Julian. "Information needs and rights of shareholders /". Title page, contents and abstract only, 1999. http://web4.library.adelaide.edu.au/theses/09PH/09phb6392.pdf.
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Peterson, Stefan. "Essays on large shareholders and corporate control /". Göteborg : Nationalekonomiska institutionen, Handelshögsk, 1998. http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&doc_number=008007987&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA.
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Al-Zahrani, Youseif A. M. "Rights of shareholders under Saudi company law". Thesis, Brunel University, 2013. http://bura.brunel.ac.uk/handle/2438/8284.
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The thesis examines the efficacy of the provisions of Saudi Company Law 1965 in terms of protecting the rights of minority shareholders in joint stock companies (JSCs). The aim is to assess the effectiveness of the current form of SCL 1965 in this regard and to suggest a reform scheme. This research finds that SCL 1965 does not adequately provide minority shareholders with all the rights that they should enjoy. Accordingly, minority shareholders are often subject to the controlling influence of majority shareholders, who are generally in charge of the company’s management. As a result, minority shareholders either do not exercise or do not enjoy certain rights, and they therefore forfeit their natural and intended role under this law, which is to oversee and control the activities of the board of the company, and in so doing to defend their interests. Despite the Saudi government intentions to conduct a range of reforms, particularly in the field of trade, SCL 1965 has not been modified to any significant degree; it is still not sufficiently effective, and does not address many important points relating to shareholders’ rights in listed companies. Therefore, there are important decisions that need to be made on the part of the Saudi legislature in terms of improving the investment environment in KSA, including improving the level of protection for investors in JSCs; these decisions will help to attract more investors into the Saudi financial market. This thesis suggests ways in which to improve the level of protection for minority shareholders in Saudi listed companies against any encroachment on their interests within the company. In this respect, it suggests recasting the provisions relating to minority shareholders, especially SCL 1965.
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Boros, Elizabeth Jane. "Minority shareholders : prevention and remedy of common grievances". Thesis, University of Cambridge, 1992. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.334094.
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Ainley-Walker, Mike. "Dividend behaviour of firms". Thesis, University of Oxford, 1994. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.358412.
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Mwaura, Joseph Kiarie. "The Kenyan regulation of company directors : an analytical study". Thesis, University of Wolverhampton, 2003. http://hdl.handle.net/2436/96292.
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Albrighton, L. M. "The acquisition decision in United Kingdom companies". Thesis, University of Warwick, 1997. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.389709.
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Khalatyan, Ashot y Luay Jouri. "Influence of institutional shareholders on CEO compensation in Sweden". Thesis, Gotland University, Institutionen för humaniora och samhällsvetenskap, 2010. http://urn.kb.se/resolve?urn=urn:nbn:se:hgo:diva-583.
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Chief executive officer’s (CEO) compensation and its optimal level is an interesting and important topic. How successful and skilled are shareholders monitoring and making changes in its level and its mix? Ownership dispersion is an important determinant of it. In this study we try to answer this question from the perspective of institutional shareholders as they hold a substantial part of equity in firms. The paper sheds light on institutional ownership dispersion effect on CEO total and cash compensation in Sweden.
Analysing data from the 26 largest companies listed on Stockholm Stock Exchange over the time period 2004 - 2008 we find that institutional ownership concentration decreases top executive officer’s total and cash compensation. We also find that small institutional shareholdings are positively associated with chief executive officer’s total and cash compensation. Overall this relationship suggests that institutions are powerful monitors of corporate governance.
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Miliauskas, Paulius. "Company law aspects of shareholders' agreements in listed companies". Doctoral thesis, Lithuanian Academic Libraries Network (LABT), 2014. http://vddb.library.lt/obj/LT-eLABa-0001:E.02~2014~D_20140210_082644-55405.
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The dissertation analyses legal aspects of shareholders’ agreements concluded in listed companies using theoretical model provided by agency theory. The author provides qualitative research which identifies the nature, qualifying characteristics of the shareholders’ agreement, as well as different aims of contracting shareholders. Voting agreements and transfer of voting right agreements constitute part of the academic analysis provided in the dissertation. Lithuanian regulation of shareholders’ agreements is compared with Belgian and the UK legal systems. An extensive empirical research is carried out regarding the shareholders’ agreements concluded in companies listed on stock exchanges of the selected jurisdictions. The author concludes that extensive and detailed statutory regulation of shareholders’ agreements is unnecessary. In order for shareholders’ agreements to be a feasible solution for dealing with agency problems, statutory acts have to provide that shareholders’ agreement is a valid contract which can be enforced by courts. Restrictions on the subject matter of the agreement are necessary only to limit possible abusive behaviour of contracting shareholders and expropriation of other corporate constituents. Empirical research has revealed that shareholders in jurisdictions with concentrated ownership structure, compared with jurisdictions where dispersed ownership structure prevails, conclude more shareholders’ agreements. Shareholders’ agreements are mainly used... [to full text]Disertacijoje, remiantis ekonomikos mokslininkų suformuluota atstovavimo teorija, nagrinėjami akcininkų sutarčių, sudaromų biržinėse bendrovėse, teisiniai aspektai. Autorius pasitelkdamas kokybinio tyrimo metodus analizuoja akcininkų sutarties prigimtį, jos pagrindinius kvalifikuojančius bruožus, vertina pagrindinius susitariančių akcininkų tikslus. Disertacijoje taip pat pateikiamas balsavimo sutarties ir balsavimo teisės perleidimo sutarties mokslinis tyrimas. Lietuvos Respublikoje įtvirtintas teisinis akcininkų sutarčių reguliavimas yra lyginamas su Belgijos ir Jungtinės Karalystės teisinėmis sistemomis. Moksliniame darbe atliekamas išsamus akcininkų sutarčių, sudaromų pasirinktų jurisdikcijų vertybinių popierių biržose, empirinis tyrimas. Autorius daro išvadą, kad išsamus ir detalus akcininkų sutarties instituto reglamentavimas teisės aktuose nėra reikalingas. Tačiau siekiant, kad akcininkų sutartis taptų veiksmingu teisiniu instrumentu, įstatymų leidėjas turėtų pripažinti ją kaip teisėtą ir priverstinai vykdytiną teisinį sandorį. Akcininkų sutarties turinio ribojimai yra reikalingi tik tam, kad būtų išvengta akivaizdžių piktnaudžiavimo atvejų. Empiriniai tyrimai atskleidė, kad jurisdikcijose, kuriose vyrauja koncentruota nuosavybės struktūra, palyginti su jurisdikcijomis, kuriose bendrovių nuosavybės struktūra yra išskaidyta, akcininkų sutarčių skaičius yra ženkliai didesnis. Akcininkų sutartys daugiausia yra naudojamos kaip teisinė priemonė vidutinio dydžio akcininkams... [toliau žr. visą tekstą]
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Palmer, Craig Derick. "Dividend policy and private shareholders : a New Zealand survey". Thesis, University of Canterbury. Dept. of Accountancy, 1994. http://hdl.handle.net/10092/11081.
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The main focus of this thesis was to learn about the individual investor and their view of dividends. It set out to investigate whether private investors regard dividends as
important (to themselves personally or as a signal of the company's performance) and
also how dividends impact upon a company's value. The subject group is one which has
been neglected by previous finance research as very little is known about their
demographics and investing practices.
Five major areas of dividend research were examined. These were: do investors believe
that dividends affect the value of the share, how they prefer to obtain their income from
shares, the reasons for dividend increases and decreases, whether dividend changes
(increases and decreases) occur for different reasons and whether an age clientele effect
exists. Most of these problems have been investigated previously by other researchers,
but few have used individual investors to analyse these areas.
A survey of 280 private investors tested these questions and concluded that private
investors believe that dividends do affect the value of a share, dividends were perceived
to be a safer form of income (but capital gains is preferred), that dividend increases and
decreases occur because of different reasons (mostly related to profitability or liquidity)
and that an age clientele does exist. Most significantly, this analysis revealed that
investors behave in a way best described by Lintner's view of dividend policy, as they:
prefer higher dividends to lower dividends, believe dividends are a safer form of
income and believe that dividends affect the value of a share.
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Kloeckner, Gilberto de Oliveira. "Mergers and acquisitions : gains to shareholders and risk changes". Thesis, London School of Economics and Political Science (University of London), 1992. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.338162.
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Horton, Joanne. "Accounting for shareholders' profits in long-term insurance business". Thesis, Aberystwyth University, 1994. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.297322.
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Zheng, Ziwei. "Legal protection of minority shareholders in Chinese listed companies". Thesis, Durham University, 2014. http://etheses.dur.ac.uk/10574/.
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This thesis comprises comparative research, focusing on the legal design of minority shareholder protection and the effectiveness of this protection. Through comparison with similar legal arrangements in developed countries, this thesis aims to find ways to improve minority protection in Chinese listed companies. At the heart of this thesis are six main contributions. Firstly, the thesis begins by investigating the possibility of and effectiveness of self-protection by shareholders. It is argued that activism by institutional investors, rather than individual minority shareholders, would eliminate misconduct by management and infringement by majority shareholders. In addition, in order to encourage and support minority shareholders to become more involved in corporate governance in China, this thesis suggests the reinforcement of specific legal institutions for minority protection, such as the cumulative voting system and the derivative claim. Moreover, the thesis notes that the newly introduced derivative claim could provide better protection of minorities if the locus standi requirement were lower, and the litigation procedure easier. Second, this thesis argues that the board of directors is the most important participant in corporate governance. A professional and independent board of directors can guarantee that corporate decisions are made in the interests of all shareholders, including the minorities. With an effective board, majority shareholders would have less opportunity to obtain private benefits by infringing the rights of minorities. Accordingly, the question of how to guarantee board independence is the most important concern in corporate legal design. This thesis reviews the law concerning independent directors in the US, and concludes that the institution of independent directors in Chinese listed companies is still immature. If current deficiencies were overcome, independent directors in Chinese listed companies could help to increase corporate transparency, providing minorities with timely and accurate information. Thirdly, unlike Anglo-American countries, China uses a two-tier corporate governance structure, with a board of directors and a supervisory board. Although the effectiveness of the supervisory board in Chinese listed companies has frequently been challenged, this thesis argues that the supervisory board is and will remain the one of the most important internal monitors in the Chinese corporate governance structure. It will not be replaced easily. Therefore, this thesis suggests that legislators should clarify the function and responsibilities of the supervisory board and independent directors, and authorize more substantial powers to the supervisory board, for the purpose of increasing minority protection. Fourth, with regard to that unique participant in Chinese corporate governance, the party committee of the Chinese Communist Party, this thesis argues that it cannot improve corporate efficiency or minority protection. Rather, owing mainly to the mismatch of rights and responsibilities in legislation, it has brought about problems related to corruption. Therefore, this thesis argues that legislators should restrict the involvement of the party committee in corporate affairs, so as to reduce the potential for infringement of minority shareholders’ rights. Fifth, this thesis also argues that, in order to protect minority shareholders, the existence of a powerful external monitor is equally as important as that of an internal one. This study investigates the Chinese Securities Regulatory Commission (CSRC) and compares it to the Securities & Futures Commission in Hong Kong and the Securities and Exchange Commission in the US. The thesis highlights the efforts by the CSRC to improve the quality of governance in the Chinese market, and suggests that it should go further in increasing corporate transparency and investor education, in order to establish a better market environment for minority investors. Finally, this thesis advances a new ideal model of corporate governance structure, based on the principle of board-centralization and with a higher level of minority protection. The thesis has proposed that listed companies be divided into two categories, the competitive area and the non-competitive area. In the competitive area, the state should begin by ensuring a fair competitive market, and eventually quit that market. In the non-competitive area, the state should operate companies in the interests of both shareholders and social welfare. Furthermore, a three-level structure should be established, in which one or more state-owned asset management companies are set up as an insulation layer, or alternatively a buffer, between the government and the listed companies, in order to eliminate undue government intervention. This would make it less likely that the rights of minorities would be infringed.
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Zhao, Huainan. "Shareholders' wealth effects of corporate takeovers in the UK". Thesis, Durham University, 2002. http://etheses.dur.ac.uk/1063/.
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Abdul, Wahab Nor Shaipah. "Tax planning and corporate governance : effects on shareholders' valuation". Thesis, University of Southampton, 2010. https://eprints.soton.ac.uk/162801/.
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Tax planning by large companies has been widely and publicly discussed due to its implications for the level of provision of public goods and more general social issues. In the U.K., tax avoidance, as estimated by Her Majesty’s Revenue and Customs’ anti-avoidance group, leads to several billion pounds of lost revenue each year. Consequently, the authorities implement tax investigation through risk classification assessments. The prospect of an adverse assessment may influence company directors when making tax planning decisions and similar risk concerns may influence shareholders in valuing tax planning activities. This study reports the results of an investigation of the relationship between firm value and tax planning whilst simultaneously considering corporate governance as a moderating influence. The sample of firms examined consists of non-financial London Stock Exchange-listed companies from 2005 to 2007. The results indicate a negative relationship between firm value and tax planning activities which is unconditional upon corporate governance conditions for both persistent and non-persistent profit-making companies. This relationship can be further explained as being related to the permanent differences component of tax saving where firm value is reported as negatively related to permanent differences. The findings of this study contribute to the body of knowledge since there is a general dearth of published research study from outside the U.S. that investigates these relationships.
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Rouatbi, Wael. "Essays on the governance role of multiple large shareholders". Thesis, Paris Est, 2016. http://www.theses.fr/2016PESC0104.
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L’objectif de cette thèse est d’étudier le rôle des actionnaires contrôleurs dans la prise de décisions financières des entreprises. En particulier, elle met l’accent sur l’effet de la présence et du pouvoir de vote des actionnaires contrôleurs multiples (ACM) sur la prise de risque de l’entreprise, la maturité de la dette et le choix de la source d’endettement. La thèse est composée de trois essais sur le rôle que peuvent jouer les ACM en termes de gouvernance d’entreprise.Le premier essai, intitulé étudie le rôle des ACM dans la prise de risque au sein de l’entreprise. L’utilisation d’un échantillon d’entreprises familiales françaises cotées en bourse sur la période 2003‒2012 montre que la présence, le nombre et le pouvoir de vote des ACM sont associés à une prise de risque plus élevée. Les résultats suggèrent que les ACM contribuent à limiter la propension des propriétaires familiaux à entreprendre des investissements à faible risque. Cet effet est beaucoup plus fort dans les entreprises où les conflits d’agence sont plus susceptibles d’exister. Les résultats mettent en évidence l’importance du rôle de gouvernance joué par les ACM et peuvent améliorer notre compréhension de l’effet de ces actionnaires sur la performance des entreprises familiales.Le deuxième essai, examine le rôle que peuvent jouer les ACM dans la détermination de la maturité de la dette de leurs entreprises. La littérature en gouvernance d’entreprise a montré que les actionnaires contrôleurs peuvent détourner à leurs profits les ressources de leurs entreprises au détriment des autres actionnaires. Un tel comportement conduit ces actionnaires dominants à préférer l’endettement à long terme pour réduire la fréquence du contrôle effectué par les créanciers, ce qui peut créer des conflits entre l’actionnaire dominant et les actionnaires minoritaires portant sur la structure de la maturité de la dette. Dans ce chapitre, nous examinons si la présence des ACM contribue à atténuer ces conflits. À partir de données collectées sur des entreprises françaises cotées en bourse et observées sur la période 1998‒2013, nous trouvons que les entreprises avec des ACM ont tendance à se financer par des dettes à court terme. Ce résultat suggère que la présence des ACM réduit l’extraction de bénéfices privés par l’actionnaire contrôleur, ce qui permet d’enrayer sa tendance à préférer l’endettement à long terme.Le troisième essai, intitulé examine l’effet de la présence et du pouvoir de vote des ACM sur le choix de la source de la dette. Nous utilisons un échantillon de 6 238 observations couvrant 654 entreprises françaises cotées sur la période 1998‒2013. Nous constatons que la présence des ACM et leur pouvoir de vote augmentent le recours à la dette bancaire. De plus, nous trouvons que l’effet des ACM sur le choix de la dette est plus important lorsque les problèmes d’agence entre l’actionnaire dominant et les actionnaires minoritaires sont plus sévères. Dans l’ensemble, nos résultats suggèrent que les ACM réduisent l’opportunisme de l’actionnaire majoritaire qui cherche à se prémunir contre la surveillance bancaire, conduisant à plus de dépendance à l’égard de la dette bancaireThe present dissertation is a collection of three essays. The first one investigates the role of multiple large shareholders (MLS) in corporate risk-taking. Using a sample of publicly listed French family firms over the period 2003‒2012, we show that the presence, number and voting power of MLS, beyond the controlling owner, are associated with higher risk-taking. Our results suggest that MLS help restrain the propensity of family owners to undertake low-risk investments. This effect is much stronger in firms that are more susceptible to agency conflicts. The results highlight the important governance role played by MLS in family firms and may explain why MLS are associated with higher firm performance.The second essay studies the relation between MLS, beyond the controlling owner, and corporate debt maturity. We employ a large data set of French publicly traded firms during the period 1998–2013 and we find strong evidence that firms with MLS exhibit shorter debt maturity. This result indicates that MLS curb the extraction of private benefits by the controlling owner and reduce her preference for less monitoring through the use of longer maturity debt. The findings are robust to a number of checks, including addressing endogeneity concerns and using alternative sample compositions and alternative regression frameworks.The third essay examines the effect of MLS on the choice of debt source. Using a sample of 6,238 firm–year observations covering 654 French listed firms from 1998 to 2013, we show that reliance on bank debt financing increases with the presence of MLS and with their contestability of the controlling owner’s power. Moreover, we find that the effect of MLS on debt choice is more pronounced when agency problems between controlling and minority shareholders are more severe. Taken together, our results suggest that the presence of MLS reduces the incentive of the controlling owner to avoid scrutiny and to insulate herself from bank monitoring, leading to more reliance on bank debt
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Teng, Hsiao-En y 鄧曉恩. "The Protection of Minority Shareholders-Focusing on Shareholder’s Right of dividends-". Thesis, 2013. http://ndltd.ncl.edu.tw/handle/78303635743448668159.
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碩士國立臺灣大學
法律學研究所
101
Basically, the distribute part of Company Act in Taiwan is to protect debtors. Therefore, the company act in Taiwan only says when the company can’t distribute dividends but does not say when the company has to distribute dividends. The company can have their own decisions. The procedure is that the directors should make a resolution of distributing dividends and then send the resolution to the shareholder’s meeting. Only after the shareholder’s meeting pass the resolution can the company distribute dividends. So according to our law, the directors and shareholders both have power to decide whether to distribute dividends or not. Because the law divided the power of distributing dividends into two parts, the shareholders need both two organs do their duty loyally to get the dividends. If any of the organs does not do their duty loyally, the shareholders can’t get the dividends that they are entitled to get. In our country, there are cases that the directors or controlling shareholders abused their power and made the minority shareholders can’t get the dividends they are entitled to get. Unfortunately, because our law lack of the functions to protect minority shareholders’ right, the minority shareholders were stick in the unfair situation. The U.S and U.K also have the cases that the controlling shareholders (usually who also are the directors) abuse their power to make the minority can’t get the dividends they are entitled to get. Both of the countries have functions to solve this problem. In the U.S, the minority shareholders can choose to bring an action to compel directors to distribute dividends. But this kind of action applies to the business judgment rule, so the shareholders have to prove that the directors have bad faith, fraud or gross abuse of discretion. The requirements make shareholders hard to success in the action. However they minority shareholders in U.S have another option. If the company is a close company, the shareholder can use the function that was particularly designed for close company. In the function, the directors and controlling shareholders have enhanced fiduciary duty because of the minority shareholders in close are more vulnerable. Therefore, the minority shareholders of close company are easier to success in the suit. As for the U.K, they have a special function called unfair prejudice. The unfair prejudice deals with the problem that the controlling shareholders oppressed the minority shareholders. Most of the cases that the minority shareholders can’t get or only get little dividends are solved by the function. In this article, I suggest that we should revise our law and let the directors have the complete power to decide whether to distribute the dividend or not and to decide the amount of dividend. And the complete power also means the complete responsibility. If the directors don’t do their job loyally, according to our law the shareholders can sue them. I also suggest that we should have a function to let the oppressed minority shareholders to leave the company and sell their shares in a fair price.
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Lee, Ji-Ru y 李佶儒. "Corporate Social Responsibility and Shareholder Value The Interaction of Institutional Shareholders". Thesis, 2018. http://ndltd.ncl.edu.tw/handle/639cfm.
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碩士國立彰化師範大學
財務金融技術學系
106
Based on data of 1,503 listed companies on Taiwan Stock Exchange (TWSE) and Taipei Exchange Market (TPEx) covering the period of 2005~2016, this research examines whether firm’s engaging in Corporate Social Responsibility (CSR) increases Shareholder Value. While existing literature has mentioned that firm’s engaging in CSR has benefits as well as cost on wide range of firm’s economic consequences (e.g. financial performance, risk, cost of capital, etc.), how firm’s engaging in CSR affects Shareholder Value is less discussed. This research argues that as firm’s investment on CSR increases, Shareholder Value increases or not. CSR is firstly measured by dummy variable which is based on annual name-list of the Global Views Monthly’s “CSR-Award” and the Common Wealth’s “Corporate Citizens”. Then, CSR measurement is also computed and proxied by social contribution value, social contribution value per share and social returns on assets. Shareholder Value is measured by Market Value and Tobin’s Q. Empirical result based on correlation analysis and multiple regression estimation generally shows that firm’s engaging in CSR and with the interaction of Institutional Shareholders is positively correlated with greater Shareholder Value.
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HUANG, HUI-YE y 黃譓燁. "The Truth Behind Controlling Shareholders and Majority Shareholders". Thesis, 2017. http://ndltd.ncl.edu.tw/handle/bx744j.
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碩士國立高雄第一科技大學
財務管理系碩士專班
105
Most of the Taiwanese make an investment in stock as a way of managing finances. How to choose high-yielding and profitable stocks is the biggest challenge for investors. In the stock market, the controlling shareholders and the majority shareholders are superior to retail investors on the aspect of cash position and the information acquisition. Therefore, if the retail investors follow the strategies made by the controlling shareholders and the majority shareholders, their profitability would increase substantially. In this study, we will focus on using the free stock information platform as the purpose of the research. Below are the three main conditions that we are going to make research. First, use the website, “twsthr”, which is also called the mystery pyramid, to observe the change in the shareholding ratio of the majority shareholders. Second, the software, “CMoney”, can calculate the interval of chips and determine the buying and selling situation of the main force. By using this software to look up the data of broker-dealers within the last two years, people can determine whether there is a repetitive operation or not. Third, ask the social networks for the opinions about the prospect of the company. By doing these three steps and investing the stock market with the controlling shareholders and the majority shareholders at the appropriate time, the retail investors then can reduce the possibility of being locked up and make profits in a comparative disadvantage situation.
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Hsu, Ming-Chih y 許名志. "A Study on Calling of Shareholders' Meetings by Minority Shareholders". Thesis, 2009. http://ndltd.ncl.edu.tw/handle/54465029529255311141.
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碩士國立臺灣大學
國家發展研究所
97
Shareholders’ meetings are forums for shareholders to express opinions and engage in deliberations. Shareholders have their rights to attend meetings, elect suitable persons to be directors, remove directors, and vote for how the company to be run in shareholders’ meetings. What is more important, shareholders are as a vital part of mechanism of corporate governance to supervise boards of directors in shareholders’ meetings. As a matter of fact, majority shareholders are also directors by means of majority vote. Boards of directors often refuse to call shareholders’ meetings as subjects opposing their self-interest. Furthermore, on account of the reason that supervisors and directors are elected by the same group of majority shareholders, supervisors are unwilling to call shareholders’ meetings to supervise boards of directors. Consequently, minority shareholders’ rights are violated by majority shareholders. Therefore, it is necessary to protect minority shareholders’ rights to call shareholders’ meetings. The provision 173 of Corporation Law grants minority shareholders statutory rights to call shareholders’ meetings on their own when boards of directors fail or can not call shareholders’ meetings. Nevertheless, the existing elements of this provision are still deficient so that it doesn’t ensure minority shareholders’ rights effectively. This thesis focuses on protecting minority shareholders’ rights and encouraging them to monitor management of corporation actively, researching the norm about calling of shareholders’ meetings by minority shareholders on Corporation Law. Accordingly, the structure of this thesis consists five chapters as follows: Chapter 1 of this thesis, it introduces the motivation, purposes, methods, and scope of this thesis. Chapter 2 of this thesis, it illustrates the relationship between shareholders’ meetings and shareholders’ rights, developing protections of minority shareholders’ rights for calling shareholders’ meetings and strengthening minority shareholders as mechanism of corporate governance. Moreover, it discusses the elements of the provision 173 of our Corporation Law, and analyzes relative issues of judgments and academic perspectives about calling shareholders’ meetings by minority shareholders. Chapter 3 of this thesis, it observes foreign corporation laws about norms and judgments of calling shareholders’ meetings by minority shareholders, including Japan, China, United Kingdom and U.S. states. Chapter 4 of this thesis, through the analysis of comparative laws, it compares theories and practices of our Corporation Law with foreign corporation laws, then criticizing deficiencies about the provision 173 of our Corporation Law. Chapter 5 of this thesis, it concludes the findings of the preceding chapters, proposing the recommendations on our Corporation Law amendment in the future.
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Lee, Chia-Fang y 李珈芳. "Management Quality, Shareholder Value and the Agency Problem between Boards and Minority Shareholders". Thesis, 2013. http://ndltd.ncl.edu.tw/handle/02979074457563259703.
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碩士國立臺灣大學
財務金融學研究所
101
The agency problem between boards and minority shareholders is crucial for shareholders (later denoted as B-E agency problem). However, it is seldom discussed in the existing studies. This study explores the relationship between the B-E agency problem and management quality and examines the effect of the B-E agency problem on shareholder value by employing American firms, with the occurrence of CEO turnover in the past twenty years, from 2000 to 2009. The empirical results reveal that the smaller the B-E agency problem, the more experienced the more prestigious and the shorter-tenured managers are. Moreover, the B-E agency problem shows significant and negative relationship with shareholder value, indicating that mitigating the conflict between the boards and minority shareholders is conducive to shareholder value.
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Lin, Ming-Cheng y 林銘振. "Protecting Minority Shareholders: From the Perspective of Controlling Shareholders' Fiduciary Duty". Thesis, 2009. http://ndltd.ncl.edu.tw/handle/15053693665330150795.
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碩士東吳大學
法律學系
97
The composition of shareholders of modern day corporations plays a crucial role in corporate governance. The rights of corporations’ minority shareholders being expropriated by the majority shareholders has been recognized as one of the major concerns of corporate governance in Taiwan. Controlling shareholders make de-facto decisions on corporate operations via dual-class shares, cross-holdings and pyramid structures. In addition, controlling shareholders have the ability to affect the decision-making process of the directors and officers, and also shift corporate resources to their own liking that in the end infringes the minority shareholders’ benefits. According to certain empirical researches, the above-mentioned situation happens whenever controlling shareholders’ control (voting) rights excess cash-flow rights. It might do harm to the ability of such corporations of raising fund and even the whole country’s capital market and economy development, due to domestic and foreign investors disinclined to invest. The Paragraph 1 of Article 23 of Taiwan’s Company Act has been revised and augmented in 2001. The main focus is on the fiduciary duties, including duty of care and duty of loyalty of “responsible persons” of a corporation. In essence, this revision has become a new corporate governance mechanism in Taiwan’s Company Act. It is believed that the doctrine of fiduciary duty is capable of restraining the controlling shareholders’ expropriation from the minority. However, due to the scarcity of empirical researches from celebrated scholars or official authorities in company act, the full extent of the fiduciary duties is not well-defined, let alone exercised faithfully. As a result, the minority shareholders are still expropriated by the controlling shareholders, and Taiwan’s corporate governance is not up to the par to international standards. It is well accepted that a heavily-centralized shareholders make-up is prevalent in Taiwan firms, which is utterly different from dispersed shareholders make-up in U.S. and U.K. firms. Different shareholders make-ups are followed by different corporate governance issues. For example, the agency costs predominately lie between controlling and minority shareholders in heavily-centralized shareholders make-up corporations; whereas managerial agency costs tend to mount under dispersed shareholders make-up corporations. There are two types of corporate governance worth discussing; the “Vertical” corporate governance mainly focuses on the relationship between indifferent shareholders and officers, while the “Horizontal” corporate governance focuses on the relationship between controlling shareholders and minority shareholders. The vertical corporate governance helps to restrain the managerial agency cost, but has little effect on reducing the agency cost associated with the controlling shareholders’ power abuse. In order to turn the tides on corporate governance in Taiwan, one must focus his attention toward shareholders make-up. This thesis suggests that only through exercising “horizontal corporate governance” could have any significant effect on hindering controlling shareholders from expropriating the minority. The fiduciary duties inscribed in the Paragraph 1 of Article 23 of Taiwan’s Company Act are commonly believed to have been transplanted from Anglo-American legal system. This doctrine has settled well controlling shareholder’s expropriation against the minority. As history tells us, very few controlling shareholders and related topics are discussed in U.S. corporate governance. This thesis proposes that the controlling shareholders would have to take the fiduciary duties into account in the corporation decision-making process, as well as the directors and the senior managers. The above proposal is based on vicarious duty of equity law of Anglo-American system. In common law, the controlling shareholders as well as the directors are legally bounded with the fiduciary duties. According to the jurisprudence, the minority shareholders would file suits against the controlling shareholders directly. When we construe the Paragraph 1 of Article 23 of Taiwan’s Company Act hands-on, the ideal protection for the minority shareholders from the controlling shareholders’ expropriation can be realized. As a result, corporate governance in Taiwan then will go in the more positive direction.
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Hung, Wan-Ching y 洪宛青. "The Protection of Minority Shareholders’ Rights－A Study on Shareholder Proposal and Director Nomination". Thesis, 2008. http://ndltd.ncl.edu.tw/handle/zvwg4y.
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碩士銘傳大學
法律學系碩士班
96
Corporate governance develop not only to influence company, but to shock the order of global economics. In recent years international tendency has strengthened the shareholders’ rights in corporate governance. It is obviously important for corporate governance to protect the shareholders’ rights and interests, and facilitate the exertion. Our corporation law revises the system of shareholder proposal and security holders with the right to nominate directors in 2005, it means that our country attach more importance to the rights of shareholder. This study intends to analyze advantages and disadvantages of shareholder proposals. To compare with SEC Proxy Rule 14a-8, the corporation law of Japan and PRC, and discuss some questions about that. Because the rule is not clear in the scope of shareholder proposal, if it gives shareholder less right that may be probably unable to carry out the legislation goal. On the other hand, the excess is too width to violate the board of director’s authority. Studying the stock computation, we should count duplicates computation or division computation. Moreover, discussing shareholders of preferred stocks have proposal rights or not about the case of Taishin Financial Holding Co. which is CHB’s big shareholder proposal to reduce directions. In our country, companies which allow shareholders of a public company to directly participate in the director nomination process should revise the rules of the company. The procedure would become operative for a company only after the occurrence of the nomination procedure triggering events in USA(SEC Proposed Rule 14a-11). Some contentions argued the influence of management in company. Therefore, analyzing about：The nomination must be consistent with applicable law and regulation, no prohibited relationships between the nominee and the nominating security holder, and if board of directors can examine essentially. This study construction is as follows：Illustrate the motives, goal, methods and realm. From corporate governance and shareholder activism viewpoints discuss how to assure minority shareholder. Moreover, it forces on analyzing the system of shareholder proposal and nominate directors and comparing with foreign laws to improve flaw. Finally, the study advances the conclusion and tries to give some advices of amending the law in the future.
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Wang, Sheng-Yuan y 王聖源. "Types of Conflicts of Interests between Shareholders and the Legal Protection of Minority Shareholder". Thesis, 2015. http://ndltd.ncl.edu.tw/handle/86045998599076488474.
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碩士國立中正大學
法律學研究所
103
This thesis focuses on conflicts of interests between shareholders, and legal protection of minority shareholder. Three types of important conflicts of interests were chosen: the separation of control rights and residual rights, the real controller hidden behind the veil, and the takeover. We studied the legal protection of minority shareholder under Taiwan’s law. First, Taiwan’s Company Act which was amended in July 2014 to introduce the close corporation scheme, allows stock corporations to issue share with multiple voting rights or veto rights. Notwithstanding the fact that this amendment provides legal stimuli for the venture capitalist, it is still inadequate for the legal protection of minority shareholders when compared to European, American, and Japanese legislature. Second, Taiwan’s Company Act also introduced the shadow director and the de facto director in 2012. Although the amendment has not come into effect over time, it has still brought material reform to the established concept. In comparison to the United Kingdom, New Zealand, and Australia, Taiwan’s law remains inadequate with respect to the essential conditions, types and contents of obligations and liabilities. In addition to lacking clarity and certainty, the law may have consequences which diminish the protection functions for minority shareholders. Finally, Taiwan’s Securities and Exchange Act adopted the Mandatory Bid Rules to protect minority shareholders in control transfer sequence. However, the Rules have many loopholes, and company law scholars have asserted that these are not true mandatory bid rules. This thesis references the European Union’s Thirteenth Directive on Company Law in order to review defects in Taiwan’s Securities and Exchange Act, and to provide useful recommendations for future amendment.
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Yin, Kao Chu y 高竹瑩. "On Protection for Minority Shareholders’ Rights: A Focus on Shareholders’ Proposal Rights". Thesis, 2007. http://ndltd.ncl.edu.tw/handle/78734839154903034753.
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Chen, Ming-Hsien y 陳銘賢. "Shareholders'' Investment Tax Credit". Thesis, 1996. http://ndltd.ncl.edu.tw/handle/97214451989519673312.
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碩士國立臺灣大學
會計學研究所
84
The purpose of this study is to investigate whether the tax preferential treatment "Shareholders'' investment tax credit" can help companies raise capital in their seasoned stock issues. This study also analyses the alternative of shareholders'' investment tax credit or 5 years tax holiday. The empirical tests are based on the hypothesis that if investors take the shareholders'' investment tax credit into consideration when they price the seasoned stock issues, the price of the ex- rights shares will drop because of the disappearance of the tax benefits after the issue. This study examines 17 listed firms which are specified as "Major Technology Firms" or "Major Investment Projects" under ROC''s Statute for Industrial Upgrading The results are compared to those of other 259 companies which the preferential tax treatments do not apply. The empirical results show that the price of ex-rights shares do drop after the issue, but the effects are not significant. Also, the drop is not significantly related to the hypothetical tax benefit. Overall, these evidences are weak to support the notion. We can not conclude that investors take the tax benefits into consideration upon pricing seasoned stocks issues. This study also suggests that, as to individual investors, if a investment project has a net present value under 1.08 times the investment amount, shareholders''investment tax credit is superior to the 5 years tax holiday; however, as to entity investors, if a investment project''s net present value is above 5.08 times the investment amount, 5 years tax holiday will be better.
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Shu-Hsiu, Yeh y 葉書秀. "Minority Shareholders’ Litigation Rights: With the Emphasis on the Minority Shareholders in Canada". Thesis, 2008. http://ndltd.ncl.edu.tw/handle/99756745424527139409.
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碩士中國文化大學
法律學研究所
96
Fraudulent activities in the banking business have been rather common throughout the world these years. Since the stock market in Taiwan is very active, the small investors (the minority shareholders in this paper) have also been subject to tremendous damages. For most cases, when the improper activities were discovered, the minority shareholders could do nothing but suffer the consequences. But if the minority shareholders happen to notice the misdeeds of the company or the majority shareholders, this thesis then asked the question whether they are equipped with necessary weapons to protect themselves. There are two types of minority shareholders’ litigation rights, i.e., the direct suits and the indirect suits (derivative suits). Our Company Law does not provide cause of action for minority shareholders’ direct suits. It is the Civil Code that the minority shareholders need to resort to if injured. This thesis considers it insufficient to have our Company Law to operate as the sole basis in protecting minority shareholders. As a matter of fact, although our Company Law does provide the remedy of derivative suits for minority shareholders, due the high threshold, there still is no relevant case being actually filed. Based on the above observation, this thesis analyzes the derivative suit systems in various countries, with the purpose of providing certain reference materials for our own company regulations’ future development. Furthermore, this thesis also introduces the practice of “unfair prejudice”, in order to provide better protection for the minority shareholders in Taiwan. Among the countries surveyed, with regard to the protections actually provided for the minority shareholders, Canadian system could be considered exemplary since it has a much lower threshold for filing relevant suits and many successful cases have been established.
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Ye, Man-Jyun y 葉曼君. "The impact of corporate governance on shareholders exercising control over payout policy at shareholder meetings". Thesis, 2012. http://ndltd.ncl.edu.tw/handle/98481499188467976542.
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碩士國立高雄第一科技大學
金融研究所
100
Shareholder proposals, an important venue of shareholders activism, have been inspected mostly in the US and mentioned in other countries, Asian ones especially. This paper examines such issues in Taiwan on dividend changes from 1996 to 2011, regarding the impact of asymmetric information and agency cost on shareholder proposals of dividend changes. Logistic regression models are used and event study is utilized to explore the market response toward the announcements of shareholder proposals of dividend changes. The results show that the estimate of asymmetric information, agency cost and the firm performance on shareholder proposals of dividend changes is insignificant, while the stock price reaction is positive before the announcement of the shareholder proposals of dividend changes and negative thereafter. The scales of the corporate boards and the stock-holding percentage of the executives are significantly positive to the market’s response, but negative for the electronics industry.
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Lee, Tsung-Kai y 李宗楷. "A Study of the Calling on Shareholders’ Meetings by the Supervisor and Minority Shareholders". Thesis, 2016. http://ndltd.ncl.edu.tw/handle/81892172578718479166.
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碩士國立臺北大學
法律學系法律專業組
104
The regulations concerning the right to convene a shareholders’ meeting played a crtical role in the battle of corporate control. In many court cases, the supervisor or minornity shareholders chose to call a special shareholders’ meeting within a definite time to re-elect directors after the annual general shareholders’ meeting. Comparing different articles governing the shareholders’ right to convene shareholders’ meetings, one can find out when a majority shareholder is able to replace the incumbent managers and thus implement his own business strategy. This study conducted an empirical investigation of accumulated courts cases highlights of the right to convene shareholders’ meetings, the role to be assumed by competent authorities or court judgements, the infrastructures to implement the shareholders’ right to convene shareholders’ meetings and whether there is any regulatory structure that is more effective than convening a special shareholders’ meeting to re-elect directors. The finding of this study is that 85% judgements of calling a special shareholders’ meeting by the superivsor are for corporate interest and are necessary, only 15% is not necessary to abuse the right of calling. In addition, the essentially recoginized outcomes by courts are material because 90% judgements of calling a special shareholders’ meeting by the superivsor are for re-election directors to gain corporate control. The focus of this article is a discussion with Article 220 and 173 of Company Act, compared with the different foreign legislations, including U.K., U.S., Japan, Germany, and China, and makes the conclusions and proposes recommendations on Company Act amendment, such as to delete “Subject to the condition that the board of directors does not or is unable to convene a meeting of shareholders” at Article 220 to avoid misunderstanding by court and lawyers and add a deadline of calling a special meeting by board of directors at Article 173 to establish an obligation of board of diectors.
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Hsiao, Chien-Hsuan y 蕭捷瑄. "Virtual Shareholders’ Meeting – The Application of Electronic Technology in the Procedure of Shareholders’ Meeting". Thesis, 2017. http://ndltd.ncl.edu.tw/handle/gawky9.
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碩士國立臺北大學
法律學系一般生組
105
The prime objective of corporation governance is the pursuit of business and economic efficiency maximization, and the protection of shareholders’ rights is an important part of it. To make it more convenient for the shareholders to directly exercise their voting rights amid the development of electronic transmission technology and the popularity of the Internet, the Republic of China (ROC) introduced the electronic voting system in 2005. However, it is the ‘prior’ electronic voting system that has been adopted, the shareholders cannot participate in the discussion and voting at the shareholders’ meeting via real-time video, thus failing to serve the purpose of the system. In 2015, the ROC added a new section ‘Close Company’ in the Company Act, which introduced the written consent and the visual communication meeting. Although such provisions concerned small scale companies only, they meant major breakthrough. The focus of this paper is to discuss, with the electronic voting system has been up and running for some time, whether electronic means can be adopted in other proceedings of the shareholders’ meeting besides meeting notice and electronic voting, or taking a step further, to conduct virtual-only meetings by comprehensively adopting electronic means. In view of the fact that there is no existing law governing virtual shareholders’ meeting, and that the current regulations regarding electronic voting system still have room for improvement, this paper suggests that the amendment of laws should be conducted in a gradual and orderly manner. It is recommended to first review and reform the existing laws concerning meeting notice and electronic voting, and then consider whether or not the other proceedings of the shareholders’ meeting should be virtualized. Intended to analyze different systems, this paper discusses the virtual shareholder meeting system which has been put into practice in many countries, and compares it with the relevant system in the ROC. This paper makes reference to the norm and practice of laws in the United States, and explains the status quo of the current system and its predicament. It is hoped to present a complete outlook of the application of electronic means in shareholders’ meeting proceedings, and thus serving as a reference for future law amendments.
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Kao, Yuting y 高御庭. "Protection of Parent Company Shareholders". Thesis, 2014. http://ndltd.ncl.edu.tw/handle/51787343538540504461.
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碩士國立臺灣大學
法律學研究所
102
This thesis provides a theoretical research about legal issues and corresponding solutions with regard to protection of parent company shareholders in law of corporate groups. In statutory law, there have been no rules for protection of parent company shareholders in current corporate laws, while some scholarly discussions mentioned the special status parent company shareholders have and the necessity to protect them. Focusing on issues about protection of parent company shareholders in corporate groups, this thesis attempts to find the nature of such issues through comparative legal analysis. By comparative researches on Taiwanese and Japanese corporate law sytems and theories, this thesis considers that, in corporate groups, the rights of parent company shareholders are being reduced or even nullified substantially by the single corporation--&;#8208;&;#8209;oriented model, and hence there could be a necessity to recover their reduced rights. This thesis also provides several possible solutions to the issues in major aspects of shareholder rights, such as voting right, inspection right, and right to bring derivative suit. This thesis has come to the conclusion that, in doctrinal interpretation of current corporate laws, the protection of parent company shareholders shall be fulfilled to the greatest extent, and appropriate solutions shall be imported with future amendments of corporate laws.
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Furniss, Cara. "Statutory protection of minority shareholders". Diss., 2016. http://hdl.handle.net/2263/56997.
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South African company law has undergone substantial change in recent years. Minority protection is one of the issues at the forefront of this transformation. To determine the degree of protection necessary is a difficult task but, when considering the current state of affairs in terms of the Companies Act 71 of 2008, it would seem as if the legislature has opted for an all-encompassing type of protection.
The correctness of this approach is by no means a settled question and this dissertation will investigate the changes made, the ambit of the new provision as well as the possible lessons to be learnt from foreign jurisdictions. It remains to be seen whether a more established set of rules (or framework) can eventually emanate from the current state of affairs or whether, with the passing of further precedent, more confusion will inevitably be added to an already unclear remedy.Mini Dissertation (LLM)--University of Pretoria, 2016.
tm2016
Mercantile Law
LLM
Unrestricted
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Pei-LinChang y 張佩璘. "Controlling Shareholders’ Duty of Disclosure". Thesis, 2012. http://ndltd.ncl.edu.tw/handle/41257010541855463991.
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碩士國立成功大學
法律學系
100
Either nowadays or few decaded ago, investors are always afraid to hear that directors or officers transfer corporate assets by unfair transactions. It also aroused the subject of corporate governance around the world. However, different cultures and corporate ownership structures have various development of corporate governance. The greater concentration of ownership like Germany and the less ownership concentration like U.S., which has different legal system of corporate governance. The separation of ownership and control is Controlling-Minority Structure which controlling shareholders are easier to extract private benefits of control, like Taiwan, but good law system can play a prominent role keeping private benefit low. Even though good law is the best way to keep controlling shareholders extracting private benefit low, there is no legislation to rule controlling shareholders until January 2012. Corporate Law has some amendments, especially Section 8(3) which enacts controlling shareholders’ civil and criminal liabilities. Unfortunately, Section 8(3) still can not tell that controlling shareholders have same duties like de jure directors. Theortically, controlling shareholders and shadow directors should have fiduciary duties to minority shareholders, it is also the hardcore of corporate governance. Fiduciary duties originate from agency cost between principal and agent, controlling shareholders and minority shareholders also have agency cost. And agency cost comes from information asymmetry, so if we want to avoid controlling shareholders damage minority shareholders’ rights through their advantageous position, the controlling shareholders should have fiduciary duty to the minority shareholders. Thus, asking directors and board to disclosure material information to the public, MOEA and FSC can lower the information asymmetry between them. So that investors will know and supervise some illeagal assets transferring through related-party transactions, non-arm’s length transactions, insider trading…etc. The regulation of related-party transactions, non-arm’s length transactions and insider trading have enacted some rules for company to disclosure some detail of trasactions, the condition of transactions or so, hoping that the more material information disclosed the more illegal deal prevented. In sum, information transparency is very important. Lastly, I would like to introduce the amendments about shadow directors and information disclosure in January 2012, and the comment of scholars about the new law. In the light of our country’s culture and the structure of corporate ownership, scholars provide some suggestions to promote the quality of corporate governance.
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Liu, Yan-Ru y 劉晏如. "The Study of Shareholders’ Agreements". Thesis, 2017. http://ndltd.ncl.edu.tw/handle/mqrub4.
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Chang, Chun-Yu y 張君宇. "Research on the Shareholders’ Roster". Thesis, 2019. http://ndltd.ncl.edu.tw/handle/7spgr7.
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碩士國立臺灣大學
法律學研究所
107
In recent years, the right to inspect the shareholders’ roster disputes have been continuously raised in the contests for corporate control, or the mergers and acquisitions. Ministry of Economic Affairs has also made several administrative rules. However, the shareholders’ roster system and the right to inspect it have not received much attention in Taiwan for a long time, and research on this part is relatively rare. There are quite a few misconceptions that putting the company’s business books and the shareholders’ roster on the same basis. The origin of this discussion is nothing more than the standardization of the shareholders’ roster and the company’s books in Article 210 of the Company Act of Taiwan. As a result, the shareholders’ roster system is misinterpreted under this regulation mode. In this thesis, I intend to trace the nature of the shareholders’ roster system from information rights theory and the historical evolution of shareholders’ roster. This thesis will introduce how the origin of the company law - the United Kingdom company law, deal with the shareholders’ roster system and the inspection right of it. Specifically, the UK company law does not at all treat the shareholders’ roster has the same confidentiality as the company''s business books. The function of the shareholder’s roster is to determine the identity of the shareholders. In essence, there is no hidden information. It is also difficult to cause damage to the company’s operation by only to inspecting it. Moreover, in the case of using the company’s organization, because the shareholders themselves can be hidden behind the company’s separate legal personality, it will not only make the audit of the Authorities more difficult, but also the order of private transactions is difficult to maintain. In more, due to the complex intertwining between the company and the social investors and the overall market, the supervision of the company organization is not what the Authorities can handle on its’ own. Compared with Taiwan, as early as the 18th and 19th centuries, the United Kingdom realized that the supervision of the company organization could not be carried out only by the Authorities. Public inspection was indispensable as one of the supervisions. Only through the disclosure of information, it was possible to establish a sound supervision mechanism. The shareholders’ roster (register of members) for public inspection is the initial way of supervision mechanism, providing the means by which the counterparty of the transaction and the investment market confirm the members of the company and give the company shareholders mutual contact. In this thesis, I will begin with a discussion of the nature of “information” and to present a “hierarchical information disclosure system”. Secondly, this thesis also explores the natureof the shareholders’ roster system from the historical development of it, confirming that the shareholders’ roster is only a book that records the contact information of the company members, which is fundamentally different from the nature of the general business books. In addition to the lack of comprehensive regulations and domestic insights into the shareholders’ roster, the Company Act of Taiwan equates the regulations of the shareholders’ roster and the general business books, causing the problem of malicious abuse of the shareholders’ roster system. Therefore, this thesis introduces the UK regulations, sums up the specific issues that are worthy of Taiwan’s borrowing, and sorts out the objections that may face in implementing the implementation, and proposes countermeasures for each of these opinions. Finally, based on the results of this thesis, I propose several legal proposals, such as the establishment of a hierarchical information disclosure system, the introduction of community review, and the re-construction of the legal system of shareholders roster, for legislative, administrative, judicial, and practical operations reference.
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Hsu, Li-Hsien y 許禮賢. "An Analysis of Civil Liabilities and Criminal Responsibilities for a Professional Shareholder - Focus on Shareholders right". Thesis, 2010. http://ndltd.ncl.edu.tw/handle/81550891350534189002.
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Hu, Ting Ting y 胡婷婷. "Protection of minority shareholders' interests in Mainland China Listed Companies-Focusing on the minority shareholders’ rights". Thesis, 2016. http://ndltd.ncl.edu.tw/handle/76d4cr.
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碩士國立政治大學
法律學系
104
Corporate governance not only influences company, but shocks global economics. In recent years, international tendency has strengthened the shareholders’ rights in corporate governance. It is obviously important for corporate governance to protect the shareholders’ rights and interests, and facilitate the exertion. The corporate governance structure in Mainland China Company Act of 1993 was not complete, which on minority interest protection system was also few. In 2005, Mainland China Company Act was substantially amended. In order to avoid abusing the majority rule, damaging monitoring system of corporate governance, Company Act of 2005 gives a number of minority shareholders' rights. This paper focuses on four minority shareholders’ rights in the Company Act of 2005, introduces their specific regulations, sorts out the relevant legislation in Taiwan for reference comparison, tries to put forward some suggestions on Mainland China Company Act to strengthen the protection of the minority shareholders’ rights.
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Al-issa, Walid M. Muller Karl A. "Boards' response to shareholders' dissatisfaction the case of shareholders' Say on Pay in the U. K. /". 2009. http://etda.libraries.psu.edu/theses/approved/PSUonlyIndex/ETD-4240/index.html.
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Hsu, Shaw-Wei y 許曉微. "Study On The Shareholders'' Derivative Suit". Thesis, 1998. http://ndltd.ncl.edu.tw/handle/07874924394699966940.
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Botelho, Sofia Nunes. "Shareholders’ rights directive impact on engagement". Master's thesis, 2021. http://hdl.handle.net/10451/48725.
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Tese de mestrado em Matemática Financeira, Universidade de Lisboa, Faculdade de Ciências, 2021Esta tese aborda a Diretiva dos Direitos dos Acionistas II e analisa a sua potencial influência no governo societário e nas práticas dos intermediários financeiros. Ao remover barreiras para a participação ativa e o envolvimento dos acionistas, a Diretiva encoraja os investidores a participar no processo de decisão das empresas e a pressioná-las a adoptar estratégias sustentáveis, evitando riscos excessivos, acrescentando, assim, valor às mesmas. Analisamos também o impacto positivo da Directiva nas cotações, baseado em estudos académicos. Além disso, identificamos os elementos do envolvimento acionista que contribuem para o seu sucesso e a forma que Directiva tem de os catalizar ao promover o aumento da transparência e melhorando a comunicação atráves da cadeia de intermediários. Analisamos ainda a influência que os investidores podem ter nas políticas de remuneração. Do mesmo modo, observamos de perto a implementação da Directiva em Portugal e antecipamos potenciais impactos. Para isso, comparamos os novos parâmetros legais com o Código atual e o nível de adesão às normas das principais empresas portuguesas. Por fim, analisamos a atividade do Norges Bank Investment Manager, que detem ações da maioria das empresas portuguesas e cujos standards estão alinhados com os da Directiva. Concluímos que os accionistas estão agora melhor capacitados para pressionar as empresas a adoptar políticas mais sustentáveis através do seu envolvimento e que ambos os lados beneficiam. As empresas portuguesas, em particular, podem ver melhorias em termos de transparência e remuneração, apesar da estrutura acionista e dos órgãos de administração poderem constituir uma barreira ao envolvimento.
This thesis looks at the Shareholders’ Rights Directive II and analyses the potential influence of it in corporate governance and investment intermediaries’ practices. By removing barriers to active ownership and shareholder engagement, the Directive encourages investors to participate in the companies’ decision-making process and pressure firms into adopting sustainable strategies, avoid excessive risk-taking and, in return, add value to the firms. We also consider the positive impact of the Directive in the companies’ share prices via engagement and active ownership based on academic studies. Additionally, we recognize the elements of an engagement that contribute to its success and how the Directive aims to catalyse them by increasing transparency and expediting communications through the intermediaries’ chain. We also analyse the influence the investors can have on board remuneration policies. Moreover, we take a closer look at the implementation of the Directive in Portugal and anticipate possible impacts. Hence, we compare the new law’s parameters against the current Code and level of compliance of the top Portuguese companies. Additionally, we analysed the activities of Norges Bank Investment Manager, which not only holds stock of most top Portuguese companies, but hold standards in line with the Directive’s. We concluded that shareholders are now more capable of pressuring the companies to adopt more sustainable policies through engagement, and both parties can benefit from it. Portuguese companies, in particular, might see improvements in terms of disclosure and remuneration, even though the board and shareholder structure of the Portuguese firms might constitute a barrier to engagement.
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林韋呈. "Controlling Shareholders and Compensation Committee Quality". Thesis, 2016. http://ndltd.ncl.edu.tw/handle/89460277007941653819.
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碩士國立彰化師範大學
會計學系
104
The financial tsunami in 2008 showed that the management’s salary was overpaid and didn’t be effectively linked with performance (i.e., the fat cats problem). While the government of United States passed a series of financial reform-related bills after the financial tsunami, we introduced compensation committee trying to resolve the fat cats problem. However, the ownership structure of the companies between Taiwan and United States are different because the ownership concentration form is a lot in Taiwan and ultimate controlling owners control the company. The primary objective of this study is to examine the association between compensation committee quality and controlling shareholder, as measured by the percentage of board members affiliated with the controlling owners and the divergence between the ultimate controlling owner’s board members and voting rights. Our empirical results show that the lower ratio of directors affiliated with the controlling owners and the lower divergence between the ultimate controlling owner’s board members and voting rights are more likely to have higher quality compensation committees.