Thesis (Ph. D.)--University of Pennsylvania, 1926. / Cover title. Bibliography: 4 p. at end.

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No abstract available Copyright / Dissertation (LLM)--University of Pretoria, 2012. / Mercantile Law / unrestricted

No abstract available Copyright / Dissertation (LLM)--University of Pretoria, 2012. / Mercantile Law / unrestricted

This work comprises a critical analysis of the section 48 acquisition of shares. Various predicaments inherent to such distributions are noted, and the financial, accounting, economic and statistical aspects pertaining to such distributions are used as yardstick in an effort to come to terms with the provisions of the Companies Act 71 of 2008. Initially, the section 48 distributions are analysed from a capital-related perspective in order to describe the application of the solvency and liquidity test, the fiction of beneficial interest in the current Act, as well as the effect of the exclusion of shareholder-specific distributions. Apart from capital rules, the internal actions’ description extends to the iusta causae of and minority protection relating to the section 48 distributions. Specific attention is given to board resolutions, the capacity of management to effect such transactions, as well as the duties of directors that have been rendered ineffective due to a change in the role of principal in the principal-agency problem underlying companies. Shareholder protection (specifically the effect of substituting shareholder’s resolutions with impractically phrased board resolutions) and creditor protection (specifically the cumbersome inclusion of “debt instruments” and its illogical nature) are discussed and, where possible, solutions are submitted. As a pragmatic step as an addition to director’s duties, targeted share repurchases have also been discussed. Apart from discussing the common misperceptions inherent to some common terminology, an indication to the meaning of “acquisition of own shares” in section 48(2)(a) is sought, and the different forms that such distributions can take are briefly discussed (including the possibilities pertaining to introducing equity derivatives to create synthetic share repurchases). As for take-overs and fundamental transactions, the relevant scheme of arrangement provisions are taken note of, and themes underlying that topic – disclosure to shareholders, mandatory offers and share repurchases in order to deter take-overs – are included. The section 48(2)(b) subsidiaries’ acquisition of shares in a holding company is not only compared to its version in the 1973 Act, but is also discussed from the perspective of the subsidiaries and of the holding company. Central to the latter is also the possibility of treasury shares and the liberal approach to financial assistance in the current Act. Copyright / Dissertation (LLM)--University of Pretoria, 2012. / Mercantile Law / unrestricted

Please read the abstract in the dissertation Copyright / Dissertation (LLM)--University of Pretoria, 2012. / Mercantile Law / unrestricted

No abstract available / Dissertation (LLM)--University of Pretoria, 2010. / Mercantile Law / unrestricted

A perennial problem in moral philosophy concerns the formulation of an acceptable account of 'right action'. Act utilitarianism is one popular account, and much of its initial appeal involves the fact that it is taken to have practical application. However, it is the very attempt to apply act utilitarianism which raises questions about its tenability. These concerns become acute in the face of uncertainty about what constitutes tenability with respect to a moral theory. These issues relate to questions of methodology. One question concerning methodology involves the status of intuitions (in the sense of 'reflective judgements') in assessing moral theories and principles. Chapter one, Moral Methodology and Intuitions, examines the role of intuitions in theory assessment and, in particular, whether it is possible to avoid totally their employment. This question is explored with reference to the views of Peter Singer and John Rawls. The possibility of using the distinction between meta-ethics and normative ethics to avoid reliance on intuitions is considered. Chapter two, A Formulation of AU, utilizes the distinctions among agent, action and motive to present act utilitarianism in the strongest possible light. This involves discussion of whether it is more plausible to understand act utilitarianism in terms of actual or probable consequences. Finding neither account satisfactory, a fundamental question relevant to both models is then explored—what is the purpose of moral classification itself? With certain provisions, however, we return in the end to an actual consequences model for purposes of further exploration. Chapter three, AU and the Issue of Self-defeatingness, examines the issue of whether act utilitarianism is self-defeating. While it is not strictly self-defeating, act utilitarianism does incorporate a certain 'brinkmanship' with valuable moral norms which damages its plausibility. The distinction between decision-making procedures and rightness-making characteristics becomes important at this point. Act utilitarianism's account of moral responsibility seems to reduce the moral agent to a utility conductor and maximizer. Chapter four, The AU Moral Agent: Utility Machine, focuses on this problem, as well as related issues concerning basic values and the acts/omissions distinction. Chapter five, AU and Moral Responsibility, examines Bernard Williams' criticisms of act utilitarianism in terms of its implications for negative responsibility and integrity. Two different interpretations by prominant philosophers of Williams' critical suggestions about utilitarianism and integrity are examined and both are. found to be inadequate. Chapter six, AU and Integrity, explores further the nature of act utilitarianism's threat to integrity. Act utilitarianism's construal of moral agency threatens the personal integrity of the moral agent by requiring the sacrifice of personal projects and commitments, and, with them, the near abandonment of the personal self. Since morality is supposed to be for persons, this is a crippling objection. / Arts, Faculty of / Philosophy, Department of / Graduate

This thesis is a critical examination of three influential and interrelated aspects of Donald Davidson’s philosophy of action.. The first issue that is considered is Davidson’s account of the logical form of action—sentences. After assessing the argument in support of Davidson’s account, and suggesting certain amendments to it, I show how this modified version of Davidson’s account can be extended to provide for more complicated types of action—sentences. The second issue that is considered is Davidson’s views concerning the individuation of actions; in particular, I examine Davidson’s theory concerning the ontological implications of those sentences that assert that an agent did something by means of doing something else. The conclusion that I seek to establish in this case is essentially negative—that Davidson’s theory is false. The third issue that is considered is Davidson’s theory concerning the logical implications of those sentences that assert that an agent did something as a means of doing something else, which is also commonly known as the causal theory of action. Here I argue against Davidson’s view by providing an alternative, and more satisfying response to the theoretical challenge that generates the causal theory. Subsequent to this I attempt to explain what motivates Davidson’s commitment to the causal theory. / Arts, Faculty of / Philosophy, Department of / Graduate

The thesis provides a detailed overview of crisis resolution options available to distressed companies in the Czech legal environment. The work starts by describing the most common causes of corporate distress in attempt to understand the process of decline and define the key steps to prevent crisis in the early stage. We then proceed to discuss the methods of resolution that can be applied in the early pre-bankruptcy stages of distress, including downsizing and divestitures, out-of-court settlement with creditors, mergers with or acquisition by strategic or financial investors, or voluntary liquidations. Further on, the work provides a comprehensive summary of the Insolvency Act, the Czech legislation governing bankruptcy proceedings, concentrating on the option that could preserve business operations of troubled companies -- reorganisation. In the practical part of the thesis, the author evaluates the reorganisation plan of ČKD Kutná Hora, a.s., focusing on the company-specific issues and assessing the viability of the plan according to a number of success and risk factors, as well as the objectives stipulated by the Insolvency Act.