Submitted by Milena Rubi (milenarubi@ufscar.br) on 2016-10-17T12:15:05Z No. of bitstreams: 1 BENATTI_Glauco_2016.pdf: 4657385 bytes, checksum: c8b25df3de46eef54924ed992b7bf785 (MD5) / Approved for entry into archive by Milena Rubi (milenarubi@ufscar.br) on 2016-10-17T12:15:44Z (GMT) No. of bitstreams: 1 BENATTI_Glauco_2016.pdf: 4657385 bytes, checksum: c8b25df3de46eef54924ed992b7bf785 (MD5) / Approved for entry into archive by Milena Rubi (milenarubi@ufscar.br) on 2016-10-17T12:15:55Z (GMT) No. of bitstreams: 1 BENATTI_Glauco_2016.pdf: 4657385 bytes, checksum: c8b25df3de46eef54924ed992b7bf785 (MD5) / Made available in DSpace on 2016-10-17T12:16:05Z (GMT). No. of bitstreams: 1 BENATTI_Glauco_2016.pdf: 4657385 bytes, checksum: c8b25df3de46eef54924ed992b7bf785 (MD5) Previous issue date: 2016-02-26 / Não recebi financiamento / This paper presents a case study on the restructuring process of a Brazilian operation of a century-old Fortune 500 American multinational manufacturer of industrial equipment. The focus of the work lies with the dissonance between discourse and the result of that process, raising the hypothesis that capital market pressure is behind such restructuring. The annual reports of this company portray the restructuring as a recurring corporate strategy, through which the company seeks to boost confidence in the capital market itself and its ability to deliver better results (or reverse bad ones) without, however, such results are achieved in fact, as this case study aims to show. This institutional literature proved to be a flagship tool company speech aimed at telling the actors of the capital market, stories about the strategies set in motion in defense of the interests of shareholders. The examination of such documents for this case study revealed that these strategies unfold in sometimes more tangible actions, sometimes more performing ones and, while restructuring proved to be more performing actions; the strategy of acquisitions / divestiments in series proved to be the most tangible ones. / Este trabalho apresenta um estudo de caso sobre o processo de reestruturação da operação brasileira de uma multinacional americana centenária, fabricante de equipamentos industriais e presente na Fortune 500. O foco do trabalho recai sobre a dissonância entre o discurso e o resultado desse processo, levantando a hipótese de que a pressão do mercado de capitais esteja por trás de tal reestruturação. Os relatórios anuais desta empresa retratam a reestruturação como uma estratégia corporativa recorrente, através da qual, a empresa busca reforçar a confiança do mercado de capitais em si e em sua capacidade de oferecer melhores resultados (ou reverter os ruins), sem que, no entanto, tais resultados sejam alcançados de fato, como o presente estudo de caso pretende mostrar. Tal literatura institucional revelou-se uma ferramenta emblemática do discurso da empresa que visa contar aos atores do mercado de capitais, histórias sobre as estratégias colocadas em movimento em defesa dos interesses dos acionistas. O exame de tais documentos para este estudo de caso revelou que tais estratégias se desdobram em ações ora mais tangíveis, ora mais performáticas sendo que, enquanto as reestruturações se revelaram ações mais performáticas, a estratégia de aquisições / alienações em série revelaram-se as mais tangíveis.

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This study investigated the alignment of the oversight function conducted by the Gauteng Provincial Legislature (GPL) with the constitutional oversight mandate and with the service delivery priorities for Gauteng. The Gauteng Provincial Legislature adopts 5-year strategic plans at the beginning of each Political Term of Office to execute its mandates of oversight, law making, public participation and cooperative governance. Since all functions of the legislature emanate from these strategic planning documents, and if such 5-year strategic plans are aligned to the legislature’s mandate on oversight and to the provincial priorities for the province, it can be deduced that the resultant oversight function conducted by the legislature will similarly be aligned. This alignment between the oversight function of the legislature and the constitutional mandate on oversight, and between the oversight function of the legislature and the service delivery priorities for Gauteng is essential to promote implementation, performance and ultimately, the actual service delivery by the executive in a manner that is similarly aligned with the constitutional oversight mandate and the service delivery priorities for Gauteng. By using a qualitative approach, the study has shown that this alignment is inadequate. While there was sufficient alignment between the oversight conducted by the GPL and the Constitutional oversight mandate, there was inadequate alignment between the oversight conducted by the GPL and the service delivery priorities for Gauteng. The study has also identified challenges that relate to these inadequate alignments as well as recommendations for improvement. / Public Administration and Management / M. Admin. (Public administration and management)

This study is about the investigation of the impact of organisational culture on employee commitment during an acquisition process in an insurance organisation. A sample of 318 employees was selected from a population of +/-600 in a South African insurance organisation. The sample was categorised between employees in non-management as well as those in management positions. Managers were further categorised as junior managers and middle managers. These participants were selected based on the fact that they were not involved in the strategic decision-making processes during the acquisition. Thus they had no input in the decision making regarding the acquisition process. Employees on senior management level and above did not form part of the study because they were involved in the acquisition process's strategic decision-making. The sample was also based on employees who were already employed by the organisation when the acquisition process was finalised. The acquisition process started in 2013 and was finalised in 2017. The descriptive correlation research method was used for the study. The methodological approach adopted was the quantitative approach analysed based on descriptive statistics followed by inferential statistics using the SPSS 2017 (version 25). Analysis of data was done using Pearson correlation coefficient, regression analysis, independent T-test and ANOVA. The internal consistency of the measuring instruments was determined using the Cronbach's alpha. Questionnaires, namely the Organisational Culture Questionnaire (OCQ) and Organisational Commitment Scale (OCS), were used to measure organisational culture and employee commitment, respectively. The results revealed a high level of internal consistency across the scale and the items of the OCQ (EC & PC) and OCS variables. The conclusions of the empirical study describe the impact of organisational culture on employee commitment during an acquisition process. The empirical study indicated that the impact of preferred organisational culture on employee commitment is insignificant. However, the impact of existing organisational culture on employee commitment is significant. The findings further indicated that the dominant existing culture is the role culture whilst the dominant preferred culture is the power culture. Affective commitment was found to be dominant in terms of employee commitment. The limitations of this study are presented together with recommendations for future research. The recommendations for the profession of industrial and organisational psychology highlight pertinent aspects for practicing psychologists and managers in this field. Based on the study's findings, organisations are advised to diagnose their cultures and determine how it affects their employees’ commitment in addition to other recommendations provided. / Industrial and Organisational Psychology / M. Com. (Industrial and Organisational Psychology)

One of the objectives of the Securities Regulation Code on Takeovers and Mergers ("the Code") was to achieve neutrality of treatment of minority shareholders in takeover situations irrespective of the method employed to effect the takeover. This objective has not yet been achieved despite the inclusion of Rule 29 in the Code. Different levels of minority protection apply depending on the method used to effect a takeover. Asset takeovers are also excluded from the ambit of the Code. It is suggested that capital reductions and security conversions be prohibited to effect a takeover unless the Code is applicable to the transaction. The scheme of arrangement procedure, with certain suggested amendments, should be retained as a takeover method. It is further suggested that section 228 of the Companies Act be amended to ensure greater minority shareholder protection but that asset takeovers not be included within the ambit of the Code at this stage. / Private Law / LL.M.

Made available in DSpace on 2015-12-03T18:35:12Z (GMT). No. of bitstreams: 1 Adriano_da_Costa_Andrade.pdf: 1175815 bytes, checksum: 16b9a0577766cebffff52abbc3248678 (MD5) Previous issue date: 2010-03-29 / This thesis has the objective of highlighting the differences between the accounting aspects and the tax impacts under the circunstance of the negotiation of one company through the institute of the incorporation and / or division to replace the institut of the acquisition - purchase and sale. The granting of some fiscal concessions by the Federal Government was what initially motivated the use of these operations, in 1971 it was created the Commission of Fusion and Incorporation of Companies - COFIE - linked to the Ministry of Finance, in order to provide, coordinate and analyze such benefits. The reorganizations are operations of incorporation and / or division known by Americans as a business combination, which since the 90's, with the constant changes that are occurring in Brazil and in the world, has its contribution and importance increased by the benefits brought throught the operations, beyond being extremely relevant values. This research seeks to demonstrate that business organizations are using the incorporation of institutes and divisions to acquire other business endeavors, ie, using the legitimacy of the institution of reorganization for tax advantages, because in essence the operation is an acquisition - buying and selling - replaced by a corporate reorganization. Therefore, the methodology adopted will be the bibliographic research, which as collected through documental and empirical research, tried to highlight the legal aspects, legal doctrine, corporate, tax and accounting schools of merger, demerger and acquisition. The interpretation and analysis were based on the theoretical framework, based on the review of the literature relevant to the study, that was done through a case in a Brazilian petrochemical sector, in which was reorganized through the institute of incorporation, initiated in late 2007 and completed in mid-2009. The purpose was to demonstrate the economy tax through the not taxable income tax and contribution social over net proft through capital gains to shareholders of the merged company, to highlight, in the accounting theory, the question of the essence regarding the form and to make evident the different ways to account for each institute. / Esta disserta????o tem por objetivo evidenciar as diferen??as entre os aspectos cont??beis e os impactos tribut??rios quando a negocia????o de uma empresa se realiza atrav??s da reorganiza????o societ??ria por meio do instituto da incorpora????o - e/ou cis??o em substitui????o ao instituto da aquisi????o - compra e venda. A concess??o de alguns benef??cios fiscais pelo Governo Federal foi o que motivou, inicialmente, o emprego dessas opera????es; no ano de 1971 foi criada a Comiss??o de Fus??o e Incorpora????o de Empresas - COFIE, ligada ao Minist??rio da Fazenda, com a finalidade de conceder, coordenar e analisar tais benef??cios. As reorganiza????es societ??rias s??o opera????es de incorpora????o e/ou cis??o denominadas pelos norte-americanos como business combinations, que, a partir da d??cada de 90, com as constantes modifica????es que est??o ocorrendo no cen??rio brasileiro e mundial, vem tendo sua participa????o e import??ncia ampliadas pelos benef??cios trazidos ??s respectivas opera????es, al??m de serem valores relevantes. Nesta pesquisa, procura-se evidenciar que as organiza????es empresariais est??o utilizando os institutos da incorpora????o e cis??o para adquirir outros empreendimentos empresariais, ou seja, utilizando-se da licitude da instituto da reorganiza????o societ??ria para obter vantagens tribut??rias, por que na ess??ncia a opera????o ?? uma aquisi????o - compra e venda - substitu??da por uma reorganiza????o societ??ria. Para tanto, a metodologia adotada ser?? pesquisa bibliogr??fica; os dados da pesquisa ser??o coletados por meio de pesquisa documental e emp??rica, em que se procurou evidenciar os aspectos legais, jur??dicos doutrin??rios, societ??rios, tribut??rios e cont??beis dos institutos de incorpora????o, cis??o e aquisi????o. A interpreta????o e an??lise dos dados embasou-se no referencial te??rico, fundamentado na revis??o da literatura pertinente ?? ??rea de estudo, sendo a pesquisa feita mediante um estudo de caso em uma empresa brasileira do setor petroqu??mico, que se reorganizou por interm??dio do instituto da incorpora????o, iniciada no final de 2007 e conclu??da em meados de 2009. O prop??sito foi de demonstrar a economia tribut??ria por meio da n??o tributa????o do imposto de renda da pessoa jur??dica e a contribui????o social sobre o lucro l??quido atrav??s da tributa????o do ganho de capital aos acionistas da empresa incorporada, trazer ?? luz da Teoria Cont??bil a quest??o da ess??ncia sobre a forma e evidenciar as diferentes formas de se contabilizar cada instituto.

This dissertation investigates the effect of endogenous and exogenous events on firm behavior and performance. These are fundamental questions in economics. The contribution of this study is threefold. First, it provides estimates of the impact of mergers on railroad efficiency, which has important antitrust implications. Second, it provides new estimates of the effect of negative events on the market value of Johnson & Johnson, Bridgestone, and Toyota, which is important to the understanding of how markets punish corporate errors. Third, it develops better ways to estimate these effects. Chapter 2 uses the event study approach to determine how product recalls due to exogenous and endogenous shocks affect the value of the firm. Three recalls from Johnson & Johnson, Bridgestone, and Toyota have been studied in this chapter. The traditional event study method assumes that markets are efficient, a questionable assumption in the short run. Thus, the current stock value of a firm may not reflect its true market value. To address this potential problem, frontier based methods are used, including data envelopment analysis, corrected ordinary least squares, and stochastic frontier regression analysis. Stochastic frontier methods are shown to be more appropriate when market behavior is not fully rational. The evidence shows that endogenous events due to firm errors are more detrimental to firm value than exogenous negative events that are beyond the control of the firm. That is, the market is more forgiving of negative shocks that the company cannot control. Chapter 3 studies the effects of merger activity on the efficiency and productivity growth of U.S. Class I railroads from 1983 to 2008. In this chapter, I assess the effects of merger activity on efficiency, and identify the major factors associated with productivity growth. Unlike previous research, I use data envelopment analysis with an attribute-incorporated Malmquist productivity index. This approach allows firm specific measures of efficiency and productivity to be calculated for firms with differences in technology. The approach allows a decomposition of the attribute-incorporated Malmquist productivity index into technical, efficient and attribute components, the impacts of railroads mergers, and the real source and change of productivity. I find that (1) the technology efficiency performance of the seven survivor firms has grown through time; (2) mergers overall do not lead significant technology and scale efficiency gains, but there are differences across mergers; (3) mergers in the 1980s do not have significant different effect on efficiency change compared to those in the 1990s; and (4) the productivity gains are mostly attributed to the network and operation attributes change and industry technology improvement. Overall, the mergers have no direct impact on the efficiency gains or losses during our study period. The application of these techniques to product recalls and railroad merger models demonstrates how they can provide superior estimates over traditional estimation techniques. It is hoped that these applications will motivate the use of these techniques in other settings. / Graduation date: 2012

One of the objectives of the Securities Regulation Code on Takeovers and Mergers ("the Code") was to achieve neutrality of treatment of minority shareholders in takeover situations irrespective of the method employed to effect the takeover. This objective has not yet been achieved despite the inclusion of Rule 29 in the Code. Different levels of minority protection apply depending on the method used to effect a takeover. Asset takeovers are also excluded from the ambit of the Code. It is suggested that capital reductions and security conversions be prohibited to effect a takeover unless the Code is applicable to the transaction. The scheme of arrangement procedure, with certain suggested amendments, should be retained as a takeover method. It is further suggested that section 228 of the Companies Act be amended to ensure greater minority shareholder protection but that asset takeovers not be included within the ambit of the Code at this stage. / Private Law / LL.M.