Nesta dissertação, defender-se-á que o poder de controle se pareça com o que poderia ser denominado de um direito de propriedade indireto. Conforme será demonstrado, isto estaria de acordo com a diferença entre o poder de controle direto e o poder de controle indireto (arts. 243, §2º, LSA, e 1.098, II, CC) e com o conceito da transferência indireta dos bens da sociedade (art. 254-A, caput e §1º, LSA) utilizados na legislação brasileira. Para levar a cabo esta comparação, abordar-se-á, novamente, o problema do antigo direito de propriedade. Durante a pesquisa realizada para a feitura do presente trabalho monográfico, percebeu-se que a literatura brasileira especializada não costumava aludir à bibliografia antiga sobre o poder de controle no Brasil. Acredita-se, assim, ter contribuído para as discussões sobre o poder de controle no Brasil com a referência a estas obras de outrora. Em particular, crê-se ter contribuído para o debate sobre a permanência do poder de controle em face dos livros dos Professores W. Ferreira, J. E. Borges e C. Champaud. Este último, na verdade, não é um autor brasileiro, mas o seu trabalho foi especificamente analisado pelos Professores F. K. Comparato e O. Gomes na década de setenta antes da edição da Lei das Sociedades por Ações. Ao final, expõe-se a conclusão de que o poder de controle se assemelharia a um direito de propriedade indireto. / In this thesis, it shall be contended that corporate control is equivalent to an indirect property right. As it shall be demonstrated, this would be in accordance with the difference between direct corporate control and indirect corporate control (articles 243, §2º, BCL, and 1.098, II, BCC) and with the concept of the indirect transfer of goods (article 254-A, caput and §1º, BCL) mentioned in the Brazilian legislation. In order to make this comparison, the ancient problem of the property right shall be addressed. During the research made to elaborate this thesis, it was noticed that the Brazilian law literature did not usually direct attention to old references on corporate control in Brazil. As a result, it is believed that a contribution has been made to the discussion on corporate control in Brazil with reference to these previous works. In particular, it is understood that a contribution has been made to the debate about the permanence of corporate control in light of the works of Professors W. Ferreira, J. E. Borges and C. Champaud. This last Professor is not, in fact, a Brazilian scholar, but his work has been specifically reviewed by Professors F. K. Comparato and O. Gomes during the seventies, before the Brazilian Corporation Law was enacted. In conclusion, it is argued that corporate control is similar to an indirect property right.

A presente tese tem por objeto o estudo da disciplina normativa e dos pressupostos teóricos do controle conjunto nas companhias brasileiras, conduzido a partir da diferenciação dos conceitos de controle conjunto e controle compartilhado, de grupo de controle e bloco de controle, e pela análise comparativa entre o poder de controle do tipo individual e o poder de controle do tipo conjunto nas sociedades anônimas. A figura do grupo controlador é examinada, ao longo do trabalho, a partir da contraposição entre suas perspectivas interna e externa, como ângulos analíticos sobre os quais é erigida grande parte das conclusões, assentadas na noção de titularidade unitária do controle. O estudo é motivado pela identificação de uma falha na Lei nº 6.404/76, a qual, apesar de referir o controle em sua forma plurissubjetiva, foi construída sobre a figura do controlador individual e, por isso, necessita ser adaptada. Tendo isso presente, o exame da disciplina do controle conjunto parte da diferenciação entre a hipótese de controle conjunto por grupo de pessoas vinculadas por acordo de voto e a de controle conjunto por grupo de pessoas sob controle comum, tal qual definido pelo artigo 116 da Lei nº 6.404/76, com especial destaque para a primeira, por sua maior complexidade. Feita a análise dos aspectos legais do controle conjunto, identificam-se os seus pressupostos teóricos, a saber, a titularidade unitária do controle, a pluralidade subjetiva, a comunhão de objetivos e a conjugação de interesses, e a coordenação decisória consensual. A partir desses pressupostos são elaboradas as regras para imputação do status de acionista controlador e da titularidade do poder de controle nos casos de controle conjunto. Em seguida, são apresentadas orientações interpretativas para adaptação de algumas regras societárias ao controle conjunto, pela aplicação da tese aos casos de conflito de interesses, de responsabilidade do controlador e de alienação de controle. Ao final, identificados os aspectos dogmáticos do controle conjunto, o objetivo é fornecer as diretrizes para distinguir os casos de controle conjunto daqueles que não o são e, assim, orientar a interpretação e a aplicação das regras relativas ao poder de controle e ao acionista controlador para os casos em que for devidamente identificada essa fattispecie de poder de controle nas sociedades anônimas brasileiras. / This doctoral thesis adresses the legal aspects and theorethical premises of joint corporate control in Brazilian corporations, and builds upon the distinctions between joint corporate control and shared corporate control, controlling group and controlling block, and the comparative analysis between individual corporate control, on the one hand, and joint corporate control, on the other. The control group is examined in light of the contrast between its internal and external perspectives, analytical angles from which a large part of the conclusions stem, based on the idea of corporate control as a unified power. The thesis is motivated by the identification of a failure in Law n. 6.404/76 (Brazilian Corporations Act), which, although expressly referring to the hypothesis of joint control, was built entirely upon the notion of individual control, and therefore needs to be adapted. Taking this into account, the legal regime of joint control considers two distinct hypotheses: the group of persons bound by voting agreements and the group of persons under common control, as defined by Article 116 of Law n. 6.404/76, with particular emphasis on the first, due to its complexity. Analysed the legal aspects of joint control, the thesis then identifies its theoretical premises: the unified nature of corporate control, the plurality of persons who are in control, the common objectives and conjunction of interests between them, and the decision-making coordination. From these premises, the thesis elaborates criteria to attribute controlling shareholder status and corporate control in joint control cases. Then, the thesis proposes interpretative guidelines to adapt certain rules of corporate law to deal with joint control, applying these guidelines to cases of conflict of interests, controlling shareholders responsibility and transfer of joint corporate control. Finally, having identified the doctrinal earmarks of joint control, the thesis aims to provide criteria to distinguish joint control from other types of corporate control, and to guide legal interpretation of the rules relating to corporate control and controlling shareholders in those cases where joint corporate control is identified.

This study is motivated by one of the most prevalent properties of modern corporations: separation of ownership and control. Ownership concentration has been one of the corporate governance mechanisms to solve the agency problem between shareholders and management. Existing literature is mainly concerned with the impact of managerial ownership on firm performance. Little evidence is provided on the impact of general ownership concentration, including multiple large shareholders, on firm performance. This study aims to examine the efficiency of ownership concentration as a corporate governance mechanism, and to explore relevant policy implications to improve firm performance. Based on the company ownership data across a sample of 1291 European companies in the year of 2004, this study shows that European companies' ownership are highly concentrated with the largest three shareholders own more than 60% ownership of company. Industrial companies hold direct controls of European non-subsidiary companies, while private shareholders turn out to be the ultimate owners. On average, there is more than one large shareholder who owns more than 10% of the shares in a European company. A further sample of 655 European companies is used to investigate the relationship between ownership, control and firm performance. A significant non-linear impact of ownership concentration on firm performance with multiple turning points is confirmed. Specifically, Tobin's Q is highest when the Herfindahl index, which incorporates the degree of dispersion of shareholdings other than the largest one, reaches a value of 0.08. The largest shareholding of 10% might also be able to deliver relatively strong performance. Restructuring owner identities could be another efficient governance approach. Direct control from founder owners, ultimate control from insurance companies, and management ownership are beneficial for firm performance, while government, financial institutions except insurance companies and ultimate control of non-financial corporate owners are found to be detrimental for firm performance. Firm performance can also be improved by strengthening the contestability of the controlling coalition's power. The impacts of ownership and control on firm performance are found conditioned by country and industry. Therefore policies should be adjusted according to the companies' institutional environments. Although the endogeneity of ownership concentration and current firm performance is rejected in this study, past firm performance seems to affect current ownership concentration level. Higher accounting rates of return four years ago could result in lower current ownership concentration, while higher last year's Tobin's Q could result in higher current ownership concentration. Capital structure is found to be a significant substitute mechanism for ownership. These elements should be taken into account when the ownership governance mechanism is implemented.

This dissertation consists of three papers that examine how aspects of public policy may impact private sector corporate governance. The first two examine the relationship between personal-tax policy and corporate agency costs. The first paper is a theoretical analysis based on an agency model of managerial behavior. A unique element of this paper is that it assumes a discontinuous compensation function, which reflects the occurrence of performance thresholds associated with the dismissal incentive and many common bonus plans. The analysis results in three main findings. First, the relative magnitude of proportional taxation has an indeterminate effect on managerial performance. Second, an increase in tax progressivity is associated with reduced managerial performance and increased agency costs. Third, the inclusion of performance thresholds and compensation discontinuities can cause tax system changes to have surprisingly large impacts on managerial performance. The second paper is an empirical investigation of the relationship between personal-tax progressivity and corporate operating efficiency. The analysis is based on variations in across-state tax policy and utilizes a sample of US-based firms. Using matched-pair testing and regression analysis, evidence is found that is consistent with the hypothesis that increased personal-tax progressivity negatively impacts managerial performance. Together, the analysis contained in the first two papers suggests a need to further examine the relationship between personal taxation and corporate agency costs, an issue that is largely absent from the research literature. The third paper investigates whether variations in state corporate law affect firm value. Previous research in this area generally treats all states other than Delaware as having homogeneous corporate law. I relax this assumption and analyze a large panel sample of US firms. Evidence is found that Delaware firms are worth more, on average, than non-Delaware firms. However, this effect is not consistent across all non-Delaware jurisdictions. The valuation differences are correlated to differences in statutory law. Specifically, corporate law that provides greater entrenchment of management is associated with reduced firm value. The results indicate that corporate law does affect corporate governance. Furthermore, the findings are inconsistent with the “race to the bottom” theory of corporate law. / May 2006

<p>In Chapter 1, I document a negative (positive) relationship between changes in large (small) blockholders' ownership and abnormal returns. The evidence in this paper suggests that an increase in the relatively large blockholders' ownership raises the consumption of private benefits while an increase in the relatively small blockholders' ownership constrains large blockholders from expropriating minority shareholders. Moreover, I find an inversely U-shaped relationship between changes in the largest blockholders' ownership and firm value. As large blockholders' ownership and control increase, the negative effect of firm value driven by expropriating minority shareholders starts to exceed the incentive benefits of monitoring by the largest blockholder. I also show that the negative relationship between changes in institutional investors' control and abnormal returns declines as analysts' following increases.</p><p>In Chapter 2, I study the role of trading as a governance mechanism. I hypothesize that governance through trading plays a significant monitoring role in practice and that engaging in "voice" and "exit" can be substitutes. I show that abnormal turnover following earnings announcements is significantly higher for firms with large institutional blockholders than for those with small individual</p><p>shareholders. For firms with majority institutional ownership, I demonstrate that abnormal trading is higher for firms with multiple blockholders than for those with a single large blockholder and that abnormal trading increases with the number of institutional investors and declines with the percent of stocks owned by the</p><p>largest institutional investor. Moreover, this excess trading is driven by mutual fund investors, which are non-interventionist and thus are more likely to engage in "exit" than "voice". I also show that for firms with large institutional blockholders, abnormal trading following public announcements increases with liquidity.</p> / Dissertation

This study investigates which objectives in the corporate balanced scorecard (CBSC) that corporate managers in large unlisted companies focus on within corporate control. It also investigates what the explanatory factors are for the corporate managers’ focus. The CBSC was proposed to alleviate the historical financial focus of managers in control activities. This study makes a contribution by reviewing corporate managers' focus on financial and non-financial CBSC-objectives in corporate control. A multiple case study was conducted, consisting of a mutually owned and a governmentally owned company, where data was collected from semi-structured interviews, internal documents and observations. Results indicate that corporate managers from the mutually owned company primarily focused on financial and customer objectives. Corporate managers in the governmentally owned firm primarily focused on financial objectives, complemented with quality objectives. Although having a mixed influence, the perceived complexity of measures, relationship between objectives and capital market pressure promoted corporate managers’ focus. The conclusion of this study is that financial objectives are prioritised in corporate control because of the influence of the three explanatory factors.

This dissertation consists of three papers that examine how aspects of public policy may impact private sector corporate governance. The first two examine the relationship between personal-tax policy and corporate agency costs. The first paper is a theoretical analysis based on an agency model of managerial behavior. A unique element of this paper is that it assumes a discontinuous compensation function, which reflects the occurrence of performance thresholds associated with the dismissal incentive and many common bonus plans. The analysis results in three main findings. First, the relative magnitude of proportional taxation has an indeterminate effect on managerial performance. Second, an increase in tax progressivity is associated with reduced managerial performance and increased agency costs. Third, the inclusion of performance thresholds and compensation discontinuities can cause tax system changes to have surprisingly large impacts on managerial performance. The second paper is an empirical investigation of the relationship between personal-tax progressivity and corporate operating efficiency. The analysis is based on variations in across-state tax policy and utilizes a sample of US-based firms. Using matched-pair testing and regression analysis, evidence is found that is consistent with the hypothesis that increased personal-tax progressivity negatively impacts managerial performance. Together, the analysis contained in the first two papers suggests a need to further examine the relationship between personal taxation and corporate agency costs, an issue that is largely absent from the research literature. The third paper investigates whether variations in state corporate law affect firm value. Previous research in this area generally treats all states other than Delaware as having homogeneous corporate law. I relax this assumption and analyze a large panel sample of US firms. Evidence is found that Delaware firms are worth more, on average, than non-Delaware firms. However, this effect is not consistent across all non-Delaware jurisdictions. The valuation differences are correlated to differences in statutory law. Specifically, corporate law that provides greater entrenchment of management is associated with reduced firm value. The results indicate that corporate law does affect corporate governance. Furthermore, the findings are inconsistent with the “race to the bottom” theory of corporate law.

The prime objective of this thesis is to research and develop a new system of project budgeting, monitoring and forecasting to meet the needs of the Construction Industry. It is intended that this work will facilitate the means for more efficient control of projects from inception to final completion, utilising where possible the latest developments in computer technology. The initial stage of the work involves an investigation and appraisal of existing methods of formulating project budgets. In particular attention is paid to previous work in the development of mathematical 's' curve models, together with their limitations in use and application. Potential for future development is also identified. The thesis then focuses on the evolution of an improved modelling philosophy for project budgets and forecasts which overcomes previously known problems. In parallel with this work is the development of a computerised system intended to enable the testing of the model against live project data. The model finally selected is then tested against the extensive research work previously undertaken by the DHSS and the data collected from sixteen construction projects. To facilitate the development of a suitable control system to act as a vehicle for the application of the principles developed, a contextual survey is included. This survey is intended to provide an update of previous survey work undertaken by the author in 1977 and to further investigate factors orientated specifically to the objectives of the thesis. The research then concentrates on the development of an integrated set of sub-systems which contribute to the budgeting, monitoring and prediction of project expenditure. These systems are developed in accordance with the need to establish the financial status of projects both before, during and after they are completed. The overall system is based on the latest computer technology available and is designed to be flexible in its application. Tests documented in the text prove that the system operates both in principle and in practice. A further extension of the research is the use of the various project data bases to provide information for a corporate control system which has been developed in principle. This thesis provides a significant step forward in computerised project budgeting and control utilisng 's' curve philosophy and provides a basis for further development. Potential exists for future development of the prediction and corporate control systems, together with software developments to improve general application over a wide range of industries and disciplines where project work is undertaken.

This dissertation consists of three papers that examine how aspects of public policy may impact private sector corporate governance. The first two examine the relationship between personal-tax policy and corporate agency costs. The first paper is a theoretical analysis based on an agency model of managerial behavior. A unique element of this paper is that it assumes a discontinuous compensation function, which reflects the occurrence of performance thresholds associated with the dismissal incentive and many common bonus plans. The analysis results in three main findings. First, the relative magnitude of proportional taxation has an indeterminate effect on managerial performance. Second, an increase in tax progressivity is associated with reduced managerial performance and increased agency costs. Third, the inclusion of performance thresholds and compensation discontinuities can cause tax system changes to have surprisingly large impacts on managerial performance. The second paper is an empirical investigation of the relationship between personal-tax progressivity and corporate operating efficiency. The analysis is based on variations in across-state tax policy and utilizes a sample of US-based firms. Using matched-pair testing and regression analysis, evidence is found that is consistent with the hypothesis that increased personal-tax progressivity negatively impacts managerial performance. Together, the analysis contained in the first two papers suggests a need to further examine the relationship between personal taxation and corporate agency costs, an issue that is largely absent from the research literature. The third paper investigates whether variations in state corporate law affect firm value. Previous research in this area generally treats all states other than Delaware as having homogeneous corporate law. I relax this assumption and analyze a large panel sample of US firms. Evidence is found that Delaware firms are worth more, on average, than non-Delaware firms. However, this effect is not consistent across all non-Delaware jurisdictions. The valuation differences are correlated to differences in statutory law. Specifically, corporate law that provides greater entrenchment of management is associated with reduced firm value. The results indicate that corporate law does affect corporate governance. Furthermore, the findings are inconsistent with the “race to the bottom” theory of corporate law.

I examine two potential instances of rent-seeking in financial markets in the 1980s. In the first essay I test whether managers engage in political activity designed to influence federal regulation of the market for corporate control. In the second, I examine whether firms in the financial services sector attempt to affect bank deregulation. Using Federal Election Commission data, I find campaign contributions by corporate political action committees (PACs) are negatively related to levels of inside ownership, my main proxy for managerial vulnerability to hostile tender offers. Contribution patterns for firms with less than 20% insider ownership are relatively highly correlated, and differ from those of firms with greater than 20% inside ownership. Low inside ownership firms have slightly higher levels of contributions to legislators on particular House and Senate committees proposing relevant legislation. However, when I analyze the impact of contributions on legislator support for regulation I find no statistical support for a theory of vote-buying. I conclude that corporate political behavior is tied to levels of inside ownership, and comprises an alternate index of manager-shareholder conflict. Using a similar approach to analyse the financial services industry, I also find significant patterns in political action committee (PAC) campaign contributions for depository (commercial bank and thrift) and non-depository (brokerage and insurance) sectors of the financial services industry during the 98th Congress (1983-84). Contributions by depository firm PACs appear not only to purchase access to legislators serving on important banking committees crucial to their interests, but are also a significant determinant of votes for repealing sections of the Glass-Steagall Act. Nondepository contributions do not appear to influence votes directly, even though the brokerage and insurance sectors effectively lobbied House Banking Committee chairman Fernand St Germain to enforce the regulatory status quo. When I measure the rents at stake in the legislation using a two-factor market model event study approach, I find that the passage of legislation in the Senate had a positive affect on depository firm returns, implying the sector's lobbying effort was justified. However non-depository PACs lobbied just as extensively, and did not experience significant abnormal returns over the same event period, even though this round of deregulation should have been a zero-sum game between the affected sectors of the industry. I then measure the correlation between the market value impacts of new legislation and contribution amounts for individual firms within the sectors. I find rents are correlated with political activity, even for firms in the non-depository sectors. / Ph. D.