It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.

The Companies Act of 71 of 2008 makes a number of important changes to the rules relating to capital maintenance. In line with the objectives of the Companies Act of 71 of 2008, section 44 of the Act has removed the prohibition on the provision of financial assistance by a company which was contained under the previous section 38 of the Companies Act 61 of 1973. Despite the repeal of the prohibition, a transaction which involves the provision of financial assistance by a company for the acquisition of or subscription of its own securities still needs to be effected in accordance with the requirements and conditions that are provided under the Act and Memorandum of Incorporation. To explore the new developments, within this study, the provision of financial assistance in terms of section 44 of the Companies Act of 2008 is, therefore, analysed in detail. On the other hand, the UK Companies Act of 2006 repealed the prohibition on the giving of financial assistance by private companies in most circumstances. It, however, retained the prohibition to public companies only because of the requirements of the Second Company Law Directive (77/91/EEC). This study also explores the rules of financial assistance by a company under the UK Companies Acts in detail. Though the source of financial assistance by a company both in South Africa and in English Company laws is rooted in the English decision of the Trevor v Whitworth case, currently these countries have adopted what is deemed appropriate and significant in their own countries. This study, therefore, examines and compares the rules governing the provision of financial assistance by a company in the company laws of these two countries. / Mercantile Law / LL.M. (Commercial law)

[pt] Uma importante questão que se coloca para entidades abertas de previdência complementar e sociedades seguradoras que operam previdência complementar é a definição de uma gestão dos ativos e passivos (do inglês ALM – Asset and Liability Management). Tal questão se torna mais relevante em um cenário de alta competitividade, margens operacionais decrescentes, garantias mínimas de rentabilidade para um passivo estocástico de longo prazo e um período de queda da rentabilidade dos instrumentos financeiros, sendo estes muitas vezes de difícil precificação e pouco previsíveis num mercado volátil como o brasileiro. Somada a estas dificuldades, as companhias deste mercado estão sujeitas a uma regulação baseada em riscos, oriunda de práticas internacionais, adotada pelo órgão superior, Susep, que impõe restrições regulamentares para a manutenção da solvência das companhias, o que eleva a dificuldade da definição de um modelo. Diante deste cenário, esta dissertação apresenta uma proposta de ALM baseada em um modelo de programação estocástica multiestágio que tem como objetivo definir dinamicamente a alocação ótima dos ativos, incluindo títulos com pagamentos de cupons, e mensurar o risco de insolvência da companhia para o horizonte de planejamento. / [en] An important issue of open pension funds and insurance companies that operate supplementary pension is the definition of an asset and liability management (ALM) framework. Such a question becomes more relevant in a scenario of high competition, declining operating margins, minimum guaranteed returns to a stochastic long-term liability and a period of falling returns on financial instruments, these being often difficult to pricing and predictable in a volatile market such as Brazil. Added to these issues, those companies are subject to a risk-based regulation, derived from international practices adopted by the national insurance regulator, Susep, which imposes constraints to maintain solvency of companies and therefore increases the complexity of an ALM framework. Due this condition, this dissertation presents a proposition of ALM based on a multistage stochastic programming model, which aims to define a dynamic optimal asset allocation, including bonds with coupons payment, and measure the company s insolvency risk for the planning horizon.

Cette thèse a pour objet d'étude les méthodes numériques d'approximation de la densité de probabilité associée à des variables aléatoires admettant des distributions composées. Ces variables aléatoires sont couramment utilisées en actuariat pour modéliser le risque supporté par un portefeuille de contrats. En théorie de la ruine, la probabilité de ruine ultime dans le modèle de Poisson composé est égale à la fonction de survie d'une distribution géométrique composée. La méthode numérique proposée consiste en une projection orthogonale de la densité sur une base de polynômes orthogonaux. Ces polynômes sont orthogonaux par rapport à une mesure de probabilité de référence appartenant aux Familles Exponentielles Naturelles Quadratiques. La méthode d'approximation polynomiale est comparée à d'autres méthodes d'approximation de la densité basées sur les moments et la transformée de Laplace de la distribution. L'extension de la méthode en dimension supérieure à $1$ est présentée, ainsi que l'obtention d'un estimateur de la densité à partir de la formule d'approximation. Cette thèse comprend aussi la description d'une méthode d'agrégation adaptée aux portefeuilles de contrats d'assurance vie de type épargne individuelle. La procédure d'agrégation conduit à la construction de model points pour permettre l'évaluation des provisions best estimate dans des temps raisonnables et conformément à la directive européenne Solvabilité II. / This PhD thesis studies numerical methods to approximate the probability density function of random variables governed by compound distributions. These random variables are useful in actuarial science to model the risk of a portfolio of contracts. In ruin theory, the probability of ultimate ruin within the compound Poisson ruin model is the survival function of a geometric compound distribution. The proposed method consists in a projection of the probability density function onto an orthogonal polynomial system. These polynomials are orthogonal with respect to a probability measure that belongs to Natural Exponential Families with Quadratic Variance Function. The polynomiam approximation is compared to other numerical methods that recover the probability density function from the knowledge of the moments or the Laplace transform of the distribution. The polynomial method is then extended in a multidimensional setting, along with the probability density estimator derived from the approximation formula. An aggregation procedure adapted to life insurance portfolios is also described. The method aims at building a portfolio of model points in order to compute the best estimate liabilities in a timely manner and in a way that is compliant with the European directive Solvency II.

This Master´s thesis assesses current financial strategies of the company „ABC, a. s.“. The evaluation was based on results from financial analysis which were essential for the proposition of financial strategies for the following period.

This Master´s thesis deals with current financial strategies of the company "ABC s. r. o. ". For the appraisals was used various financial methods of the financial analysis. The results was used then for the suggestion on the field of the improving financial situation in the next period.

This master´s thesis is dedicated on the area of company´s liquidity. It focused on the credit management and cash optimalization and the short term investment of the surplus value. It includes the financial plan for the next 4 years.

This diploma thesis is focused on evaluation of financial health of company NanoTrade s.r.o. using methods of financial analysis. Theoretical part consists of defining the internal and external business environment and methods of financial analysis. There will be used analysis of systems of indicators, as well as state analysis, and differential ratios. Obtained results will be used as a basis for determining proposal of possible solutions that would improve the current situation in this company.

This thesis evaluates the financial situation of Pekárna Crocus, Ltd. between the years 2006 - 2011. The aim of this work is to evaluate the current financial position of the company and to draft proposals for its improvement. The first part will summarize all the theoretical knowledge, on the basis of which the practical part will be created. The second part consists of information relating to the company. In the third part of the work a financial analysis will be done and finally the proposals and measures to improve the current financial situation will be presented.

LLM / Department of Mercantile Law / This research examined the mechanisms that were employed by the Companies Act 71 of 2008 in order to protect the interests of creditors in company affairs. At the preamble of the aforementioned Act lies an undertaking from legislature to provide appropriate redress to investors and third parties/creditors. It was on that basis that the researcher sought to establish whether legislature had indeed fulfilled its commitment to provide appropriate redress to creditors. Traditionally, companies have been run to promote the interests of shareholders with little attention given to the interests of other stakeholders such as creditors. It is this research`s findings that South African company law has moved from the traditional view, that is the shareholder value approach, to the enlightened shareholder value approach: a model of corporate governance which permits directors to have regard, where appropriate, to the interests of other stakeholders but with shareholders’ interests retaining primacy. It is thus found that creditors cannot be protected by contract laws alone but that their protection should be enhanced by mandatory corporate laws which regulates the manner and conduct of company controllers in a way that ensures that the interests of all stakeholders, including creditors, are given due regard. Finally, it has been found that much work has been done by legislature in developing the re-enacted creditor protective mechanisms and also in statutorily adopting new mechanisms which are aimed at advancing creditor interests. Recommendations have thus been made to legislature for possible amendments to refine its corporate laws. / NRF