Zugl.: Oestrich-Winkel, Europ. Business School, Diss.

This dissertation is composed of three essays related to Financial Architecture. The first essay, analysed in the first chapter of the thesis, contributes to the literature on Efficient Market Hypothesis and in particular in understanding several issues associated with how prices are determined for individual stocks. The chapter, in particular, provides further evidence of price and volume effects associated with index compositional changes by analysing the inclusions (exclusions) from the French CAC40 and SBF120 indices, as well as the FTSE100. I find evidence supporting the price pressure hypothesis associated with index fund rebalancing, but weak or no evidence for the imperfect substitution, liquidity and information hypotheses. The results improve on recent evidence from the S&P500 index. The evidence for the FTSE100 additions shows, in particular, that markets learn about an imminent inclusion and incorporate this information into prices, even before the announcement date. The other two essays of this thesis relate to Corporate Governance issues. Chapters 2 and 3, in particular, analyze some aspects of two corporate governance mechanisms: ownership concentration and managerial labour market. Chapter 2 provides an overview of the evolution of control in listed Slovenian corporations and evaluates the impact of the current changes in ownership on firm performance. Ownership and control has been concentrating in most transition countries. This consolidation of control introduces changes in the power distribution within privatised firms and, most importantly, redirects the corporate governance problem to a conflict between large and small shareholders. The chapter evaluate the ownership changes in Slovenian privatised firms through an analysis of stock price reactions to the entrance of a new blockholder (the shared benefits of control) and through an estimation of the premiums paid for large blocks (the private benefits of control). It provides evidence and discuss the reasons for the failures of the privatization investment funds in implementing control over firm managers and in promoting the restructuring of firms in the first post-privatization years. Chapter 3 concentrates on one specific aspect of the managerial labour market: monetary remuneration schemes. The purpose of this chapter is to examine the interconnection between pay and corporate governance approaches with respect to the different rules found across European legal systems. The research data on reported pay practices for 2001 among FTSE Eurotop300 companies reveal a reliance on performance-based pay generally and a somewhat variable adoption of share options programs and other equity-based incentive contracts, which generate difficulties in dispersed ownership systems. Furthermore, on the basis of the regulation on executive remuneration disclosure discussed in this chapter and on the basis of the disclosure practices resulting from the data collected for the FTSE Eurotop300 constituents, I construct some disclosure indicators and analyse empirically how country and firm characteristics affect remuneration disclosure.

Corporate increase their competitive advantage by M&A. It is a recent trend over the world. It is important to make a distinctive plan for M&A. In addition, the process of M&A must follow the rules of business and corporate governance. The study analyzes the re-election of the board of the directors of China Development Financial Holding Corporation. In the perspectives of corporate governance, politics, economics, and social-culture, we study that Chinatrust Financial Holding Company acquired the control of China Development Financial Holding Corporation by the proxy contest. And we discuss some issues of government¡¦s role, ¡§Chinatrust rule¡¨, and other investor¡¦s role.

This study focuses on one specific company case-study. In addition, a questionnaire was also distributed within the broader accounting community. Feedback was then analyzed to shed light on cognition of-and compliance with-business ethics and regulations. In order to implement corporate governance well, accounting staff should strengthen their own competence in their professional domain, and then ensure the rights of the company, the stockholders and the stakeholders. In this study it was found that, in general, accountants who are more familiar with accounting regulations will more frequently check if they are abiding by the rules or not. It was also concluded that accountants should continue to seek more efficient methods to improve their working practices, so as to better fulfill their assigned roles. At the same time, management teams should work to improve the accountants¡¦ judgment and fully support them in reconciling any potential conflict of interest.

ABSTRACT Due to the global economic depression, enterprise bankruptcy and reorganization cases are increasing tremendously during the recent years. However, the current laws and regulations respecting reorganization and bankruptcy are not comprehensive enough to help the enterprises and protect the rights and interests of creditors and investors. It is a common place that the court could not render decision immediately and precisely while the enterprises file for reorganization when encountering financial problems, due to lack of sufficient information or clear provisions of laws. Therefore, some enterprises that were worthy to give assistance and should have had a chance to regenerate their business, had fallen into the destiny of bankruptcy. On the contrary, some other enterprises use the Bankruptcy Law as their protector to have their cunning maneuver happened all the time. By the comparison of the R.O.C. and America bankrupt systems, the author has tried to find out how to appraise the enterprise while a financial crisis occurs. It is the author's hope that this thesis could provide the investors with an accurate and effective assessment principle to assist the enterprises out of the predicament, and furnish the government a helpful reference for amending the bankruptcy law. This thesis includes the comparison of the differences between R.O.C. and American bankrupt systems, some certain grave Chinese and American enterprises bankruptcy and reorganization cases that happened in the recent years, as well as the analyses of the relevant provisions of Company Law, Bankrupt Law, Law Governing Merger of Financial Institutions, Financial Holding Company Law, and Merger and Acquisition Law. The objects of all these analyses and comparison are to interpret the insufficiency and implicit points of current laws and regulations. This thesis has also applied and analyzed some theories about corporate governance. This research does not cover the procedures of liquidation and personal bankruptcy.

ABSTRACT This paper tests the influence of family control on corporate governance. It empirically examines the efficacy of internal governance mechanisms by analyzing the forced turnovers of top executive officers in Taiwan manufacturing companies. We divide samples into family firms and non-family firms, and also into firms in the high-tech industry and firms in the traditional industry. The result shows that corporate governance in family firms differs from that in non-family firms. In the traditional industry, the top executive turnover is related to performance for family firms, and it implies the effectiveness of internal monitoring mechanism. However there is no evidence to prove the efficiency of governance mechanism for non-family firms in the traditional industry. In the high-tech industry, the influence of family control on corporate governance is not significantly observed, but there is significant evidence to show the well functioning of governance mechanism in non-family firms. Overall, these results suggest that both family control and industry characteristic do influence the efficiency of corporate governance.

As evident from recent changes in NYSE and Nasdaq listing requirements, board independence is considered an important constituent of firms?? corporate governance structures. However, the empirical evidence regarding the impact of board structure on firm performance is mixed. Since firms employ a variety of governance mechanism to control agency problems, the significance of board independence may depend upon the strengths of other governance mechanisms. I study the importance of board independence from the viewpoint of an investor by examining the market reaction to board member resignation announcements. I then examine this market reaction in the context of each firm??s existing governance structure and business environment. I find that investors react more negatively when an outside director resigns from the board than when an inside or gray director resigns. More importantly, I find that investor reaction to outside director resignation is less negative when insider or non-affiliated blockholder stock ownership is high. This evidence suggests that board independence and insider ownership and non-affiliated blockholder ownership may serve as substitutes. Furthermore, the evidence indicates that firms may require higher board oversight when a large part of managerial compensation is based on stock incentives. This finding suggests that overly high levels of stock-based managerial compensation may exacerbate agency problems. Taken together, these results have important implications for choosing an effective set of governance mechanisms that may work independently or in combination with each other to mitigate the agency cost of equity.

Is there any requirement for the optimal governance system in Taiwan? Without focusing on the pure relationship with variable and index, the study started from developing a model to explain the sample in Taiwan We try to simulate the corporate governance mechanisms from the idea of John and Kedia (2003). The three primary forces came from (1)aligning the manager¡¦s incentives with that of shareholders,(2) monitored debt, and (3) takeovers. In the model, we divided the sample of Taiwan listed company in 1996-2004 into four groups: Alignment-Based(AB),Pre-Commitment-Based(PB),Intervention-Based(IB) and Well-Divided(WD). From our observation, the ratio of IB company is arising, AB and PB are decreasing. Therefore, we infer that the external governance mechanisms are well developing in Taiwan, like external shareholder and takeover markets. Also, we established the transformative model of governance system in order to explain the index variation result from changing in governance system. Past study indicated that the governance systems in Taiwan are family-based systems. We found that the external and intervening mechanism, growing with the developing financial market, could be more powerful in corporate governance today.

Diss.--Universität Mannheim, 2001. / Notes bibliogr. Bibliogr. p. 155-165.

Thesis (Ph.D.) - Simon Fraser University, 2005. / Theses (Faculty of Business Administration) / Simon Fraser University. EMBA Program. Also issued in digital format and available on the World Wide Web.