The topic of shareholder's duty of loyalty is an important aspect for the definition of most of the duties and obligations of the capital company members. Therefore, it is also very popular topic for the authors of professional literature, who tend to be interested in systematized distinction of the duties and obligations of the capital company members. Most authors, along with the jurisprudence, already admit considerable importance of principle of loyalty and consider it to be the rule of interpretation appropriate for its application to the other duties and obligations of company members. The principle of loyalty, having a regulatory function, may fill in particular gaps in the statutory regulation. As a derogatory rule it may avoid the application of other rules that would lead to unfair decisions. This work aims to demonstrate the possibility of application of the principle of loyalty in practice. The thesis is divided into two main parts, the first is meant to clarify the place of the duty of loyalty in Czech law. It describes how was the existence of the duty of loyalty inferred before its regulation in new Civil Code. Next chapters of the first part are devoted to current applicable regulation. The second part of the theses focuses on particular examples in order to demonstrate the...

Submitted by Silvana Teresinha Dornelles Studzinski (sstudzinski) on 2016-08-25T13:11:13Z No. of bitstreams: 1 Luiz Felipe Jostmeier Vallandro_.pdf: 1279034 bytes, checksum: 2e83e11ab40a6df49542fe7525f4485f (MD5) / Made available in DSpace on 2016-08-25T13:11:13Z (GMT). No. of bitstreams: 1 Luiz Felipe Jostmeier Vallandro_.pdf: 1279034 bytes, checksum: 2e83e11ab40a6df49542fe7525f4485f (MD5) Previous issue date: 2016-06-14 / CAPES - Coordenação de Aperfeiçoamento de Pessoal de Nível Superior / Este estudo investigou os fatores determinantes da direção da estratégia de diversificação de grupos empresariais no Brasil. Utilizando a teoria dos custos de transação (WILLIAMSON, 1975; 1979; 1985) e a teoria da agência (JENSEN e MECKLING, 1976) como pilares teóricos, o estudo se propôs a analisar a influência de um conjunto de fatores sobre a escolha da direção da estratégia de diversificação de grupos empresariais brasileiros, que ocorre no sentido de negócios relacionados ou não relacionados (diversificação relacionada X diversificação não-relacionada) à atividade principal do grupo. A estratégia empírica considerou uma amostra de 51 grupos empresariais identificados entre os 200 maiores grupos do Brasil entre 2009 e 2014, de acordo com a publicação do anuário Valor Grandes Grupos. A direção da diversificação tomou a forma de uma variável binária, com valor igual a 1 para a diversificação não-relacionada e zero para a diversificação relacionada. As variáveis utilizadas como os determinantes da direção da diversificação foram: lucratividade, endividamento, capex, risco, ativos físicos, ativos intangíveis, estrutura de propriedade considerando apenas um acionista controlador com ao menos 50% +1 das ações com direito a voto (Definido1), estrutura de propriedade formada por um grupo de acionistas compartilhando o controle (Definido2) e controle familiar. Duas variáveis de controle foram adicionadas: tamanho e oportunidades de crescimento. Os testes empíricos foram executados utilizando regressões probit painel para dados empilhados. As evidências sugerem que existe um conjunto de fatores que influencia a direção da estratégia de diversificação perseguida por grupos empresariais brasileiros. A principal conclusão é que fatores como endividamento, risco, capex e controle acionário exercido por um grupo de acionistas compartilhando o controle do grupo empresarial influenciam positivamente a probabilidade da escolha da diversificação não-relacionada. Por outro lado, fatores como ativos intangíveis e estrutura de propriedade considerando apenas um acionista controlador com ao menos 50% +1 das ações com direito a voto do grupo influenciam negativamente a probabilidade da escolha da diversificação não-relacionada. / This study investigated the determinants of the direction of diversification strategy of business groups in Brazil. Using both transaction costs theory (WILLIAMSON, 1975; 1979; 1985) and agency theory (JENSEN & MECKLING, 1976) as theoretical pillars, this study aimed to analyze the influence of a set of factors on the choice of the direction of diversification strategy of Brazilian business groups, that occurs towards related or unrelated businesses (related vs. unrelated diversification, respectively) to the main activity of the group. The empirical strategy considered a sample of 51 business groups identified among the 200 largest business groups in Brazil between 2009 and 2014, according to the publication of the yearbook Valor Grandes Grupos. The direction of diversification took the form of a binary variable, with the value of one for unrelated diversification, and zero for related diversification. The variables used as the determinants of the direction of diversification were: profitability, debt, capex, risk, physical assets, intangible assets, ownership structure considering only one shareholder holding at least 50% +1 of the shares with voting rights (Definido1), ownership structure formed by a group of shareholders sharing the control (Definido2), and family control. Two control variables were set: size and growth opportunities. Pooled probit panel regressions were used to run the empirical tests. The evidence suggest that a set of factors influences the direction of diversification strategy pursued by Brazilian business groups. The main conclusion is that factors like debt, risk, capex, and ownership structure formed by a group of shareholders sharing the control of the business group influence positively the probability of the choice of unrelated diversification. On the other hand, factors like intangible assets and ownership structure considering only one shareholder holding at least 50% +1 of the shares with voting rights influence negatively the probability of the choice of unrelated diversification.

The evolving nature of the Korean 'chaebol' - both a business group and the founding family who control the corporation - continues to intrigue scholars of corporate governance (Khanna and Yafeh, JEL 2007). In my thesis, I investigate these multi-generational controlling families to explain the chaebol's significance in the historical evolution of South Korea's political economy during the 20th century. My research first describes the origins of chaebol entrepreneurs and details their role in the growth of light industry before the the rise of state-led industrialisation during the social revolution of the 1960s in South Korea. I then consider the specific institutional features which appear to work against family control, even though they would ultimately support its proliferation: 1) progressive politics; 2) inheritance tax; and 3) ownership dispersion. Notably, my analysis of these distinctive institutions provides a clearer understanding of the contemporary behavior of the chaebols and their ability to maintain family control over many decades of growth. In order to better understand the role of controlling families, during the state-led industrialisation period (1961-1988), I analyse their corporate networks and their ability to wield political power. To do so, I employ an unconventional source of evidence: a database of marriages among chaebol families. This research is theoretically grounded in the contact capabilities hypothesis advanced by Amsden (1989) and Guillén (2001a, 2001b with Kock). My scholarly approach complements parallel research on human networks within the state. My findings have implications for: 1) the epochal nature of chaebol-political networks; and 2) the market reaction to such network events, thus demonstrating the economic significance of these informal networks. In my last chapter on the post-1998 era of financial liberalisation, I explore the evolution of the ownership structure within the business group as it relates to policy history. I do this through an analysis of The Holding Company Act of 1999, and show how the controlling families in South Korea found novel ways to use the Act to support their family ownership and corporate control in spite of the original intentions of the regulators. As I show, share buyback programmes, first popularized in Anglo-American financial markets, were crucial to the maintenance of chaebol. As it turns out, liberal policies, imported from the West, proved no more able to limit family capitalism in South Korea than domestic policy had been during the preceding state-led industrialisation era. Nonetheless, activist investor has a special role to play.

A dynamic movement known as wealth creation education attracts many thousands of people seeking education for the vocation of an entrepreneur in the UK. Entrepreneurship education in these collectives includes venturing know-how but also co-constructs existential meaning and purpose for adherents, a role traditionally fulfilled by religion. This emergent sectarian movement is identified as wealth creationism. Led by charismatic entrepreneurs this newly identified research domain represents rich opportunities to study entrepreneurs in naturally arising settings, but has been neglected and understudied. While publicly subsidised educational support for small-business owners has suffered from low uptake, this study provides new knowledge about the kind of education that is engaged with in large numbers, despite being more expensive. This inquiry critically examines the attraction of these educational collectives and evaluates the social processes of eight wealth creation education providers in England. Teaching content and methods were also investigated. This qualitative study takes an interpreted approach through a social constructionism perspective. Using grounded theory methodology the providers were initially researched through participative observation in the educational settings followed by theoretically sampling data with various collection methods. Interdisciplinary theories, including the sociology of religion, accounted for findings, which were analysed at the meso-group level. The movement teaches entrepreneurship know-how and 'mindset' - ways of thinking and being. Insulating directives of behaviour and the construction of stigmatised out-groups maintain social boundaries. Employing similar narrative features and resources as religious sects, the socially constructed co-extensive nomos and cosmos privileges esoteric knowledge and is closely identified with modern Gnosticism. Participants do not acknowledge religious interpretations of their activities, yet three North American authors provide plausible canonical works that legitimise the movement. Wealth Creationists display entrepreneurial chauvinism, which equates employment with bondage, viewing the employed as slaves. Adherents choose educators with perceived entrepreneurial credibility to lead them on a purposeful mission for the type of knowledge that promises emancipation. This study is significant for both researchers of entrepreneurs and the sociology of religion. It offers participating entrepreneurs critical insights into the charismatic settings, which can be both enabling and disabling for venturing. This study has implications for academics engaged in outreach to small-business owners who may learn from the marketing tactics of these groups, although academics may still lack perceived credibility. Insights into business group formation will be of interest to business group researchers. A map of educational provision may interest researchers and educators of small and microbusiness owners, and those from the fields of entrepreneurial learning.