Este trabalho analisa a disciplina da remuneração dos administradores de sociedades por ações no direito brasileiro em cotejo com aquela do Reino Unido, sob a perspectiva da estrutura de propriedade do capital predominante em cada um desses países. Após um escorço histórico que ilustra o papel da sociedade por ações em mobilizar poupança popular, exploram-se os fatores que levaram à fragmentação da propriedade acionária no Reino Unido e analisa-se a ocorrência de tal fatores no Brasil. A seguir destacam-se as relações entre distribuição do capital (se concentrada ou dispersa) e administração societária, com especial ênfase a seus reflexos sobre a remuneração. Por fim investiga-se a disciplina da remuneração dos administradores de companhias no direito britânico e brasileiro, atentando-se para a adequação deste a um cenário em que sociedades de capital disperso passam a disputar espaço no mercado com sociedades de capital concentrado. Conclui-se que as mudanças pelas quais vem passando o mercado de capitais brasileiro nos últimos anos podem vir a exigir alterações no direito. / This thesis analyses the discipline of executive remuneration in Brazilian law as compared to that of British law and under the perspective of the prevailing capital ownership structure in each of these countries. After a brief historical illustration of the role of corporations in the mobilisation of public savings, the factors that produced the dispersion of shareholding in the United Kingdom are review and their occurrence in Brazil is analysed. The relationships between share ownership distribution (if concentrated or dispersed) and corporate governance are reviewed, with an emphasis on its effects over remuneration. Finally the discipline of executive remuneration in British and Brazilian law is investigated, considering the adequacy of the latter to a scenario in which dispersed capital companies share an space in market with concentrated capital companies. Conclusion is that the changes observed in the brazilian capital market in the last years may come to demand modifications in law.

Realizing the limitations of economic theories in explaining corporate governance practices, this thesis adopts an institutional approach in its attempt to understand how such issues are shaped by larger institutional contexts. Malaysia is used as a case study; and accordingly the influence of a dominant institution of Bumiputera (sons of the soil) on corporate governance practices is investigated. The thesis focuses on the emergence, institutionalization impact, and change of the Bumiputera institution; and how corporate governance practices are influenced in each stage. As a lens for analysis, this thesis integrates sociological and historical paradigms of the new institutionalisms, and extends Beckert’s (2010) framework to include the role of power as advanced by Steven Lukes (1974, 2005). This extended framework is useful in explaining how the reciprocal influence of the Bumiputera institution, social networks, cognition, and power affect the behaviour of corporate governance actors. The analysis shows that, following the commitment by the state towards Bumiputera, the Malays’ equity ownership has seen a progressive increase, although it failed to meet the specified target of 30%. Malays’ representation on corporate boards also increased. The commitment has also led to a strong state presence in the economy, through its involvement in the Government Linked Companies, established to pursue Bumiputera’s objectives. However, unintended consequences have arisen affecting both ownership and appointment. The analysis also shows that, while board appointment is largely based on social networks, the existence of the Bumiputera institution means that ethnicity matters. Appointment could be for political or legitimacy reasons. Heightened by liberalisation moves, both Bumiputera and corporate governance institutions are subject to change. However, this refers only to the regulative aspects of the institutions, which are more susceptible to change compared to their informal elements. The state’s commitment towards Bumiputera remains. This study contributes to corporate governance literature by providing evidence on how corporate governance institutions are influenced by the larger social-political and institutional context vis-à-vis the emerging economy. This study shows that: firstly, corporate governance practices are shaped by history and political contexts; hence, understanding history would enhance the understanding of corporate governance. Secondly, ownership structure and the board of directors are not just mechanisms of corporate governance; rather, they are also channels through which larger objectives, including social objectives, are being pursued. Finally, this institution of corporate governance is not driven by functional needs of capital providers, but is shaped by powerful actors. Corporate governance practices are not intended just for resolving a particular agency problem, but are a mode of response to a particular historical incident that developed in postcolonial Malaysia.

This study examined the effect of foreign ownership on the financial and market performance of firms in the South African economy. To review this relationship 18 foreign owned firms listed on the Johannesburg Stock Exchange All Share Index in 2010 were identified and paired with a locally owned firm of a similar size, in the same economic sector and with the same ownership model. The analysis was done in two phases. Phase One reviewed the financial and market indicators; Phase Two reviewed the investor return. The analysis in Phase One showed that foreign ownership did not result in any financial benefits for the firm, if Return on Assets and Return on Equity were used as proxies for financial performance. There was some evidence that foreign corporate firms create more value, as indicated by the percentage of EVA increase of 4.6% for the corporate ownership model. Differences in the Weighted Average Cost of Capital (WACC) between the local and foreign corporate ownership models could indicate that this increase is an accounting anomaly rather than an absolute benefit. Market growth data showed the opposite that locally owned institutional firms performed significantly better than foreign-owned institutional firms. In Phase Two, it was shown that although there was a material difference between the different portfolio returns, with the local portfolios performing better, the difference was not statistically significant. Overall, it can be concluded that there is very limited proof that foreign ownership has any secondary beneficial effect on the financial performance of South African firms. / Dissertation (MBA)--University of Pretoria, 2012. / Gordon Institute of Business Science (GIBS) / unrestricted

Purpose – The paper aims to study the impact of cultural differences on the ownership structure of international joint ventures in China. It is reasoned that foreign investors, when faced with larger culture-related investment uncertainties, may have the incentive to acquire more control rights to contain the risks by acquiring more equity shares in the joint ventures. Design/methodology/approach – Data on international joint ventures in China were used to test the theory. The data contain 941 observations from Beijing, Shanghai, Shenzhen and Tianjing, covering a 13-year time span. Pooled ordinary least square is used in the model estimation. Findings – Cultural distance between China and foreign countries was found to increase the foreign equity share in the joint ventures, a finding contrary to traditional view. In addition, it was found that cultural distance in different dimensions does not play an equal role in affecting foreign equity shares. Last, there is significant evidence that the allocation of ownership between foreign and domestic investors in the joint ventures is influenced by the investor’s relative importance in supplying different types of resources. Originality/value – The paper introduces a new perspective into the study of culture and international joint venture. Foreign investors may be able to reduce investment risk by increasing equity shares, which gives them more internal control, in international joint ventures. In contrast, the traditional view is that larger cultural distance tends to discourage foreign equity ownership.

After Shleifer and Vishny (1997) introduce agency conflicts between controlling insiders and outside investors, a new research trend has emerged, which focuses on controlling insiders' incentives for opportunistic behavior and assumes that controlling insiders may want more opaque corporate information environment to mask their pursuance of private control benefits. However, there are still open issues on the topic of how different controlling shareholder types, such as business group owners, institutional owners and family owners, each affect corporate information environment. Therefore, this study aims to investigate the different roles of controlling ownership types on corporate informational environment. Chapter 1 examines earnings management behaviors of firms affiliated with business groups, using a unique dataset for South Korean business groups (chaebols) between 1993 and 2007. Contrary to predictions of agency theory, we find that group firms are actually less engaged in earnings management than non-group firms, and we offer controlling family's concern for group reputation as an explanation. Group firms are also shown to use more real cash flow-based earnings management than discretionary accruals management. The results are robust with respect to the method of control sample construction, alternative models and group definitions, and endogeneity. There is also evidence that corporate reforms undertaken in the aftermath of the Asian financial crisis, including regulations on auditing and combined group-wide financial reports, appear to have mitigated the use of earnings management by group firms. These results are consistent with the notion that concerns for group reputation may mitigate agency-based opportunistic earnings management behaviors. Chapter 2 examines whether domestic and foreign institutional investors improve corporate transparency in the presence of controlling benefits. We construct the transparency index, as well as its sub-indices based on firm- and market-level information, using group and non-group firm-level data for South Korea between 2001 and 2007. The results show that foreign institutional ownership improves overall corporate transparency, while the effects of domestic institutional ownership are insignificant. This is traceable to sub-index findings that foreign investors are associated with improvement in both firm-level and market-level transparency, while domestic institutional investors are associated with a decrease in firm-level transparency, but with an increase in market-level transparency, which may offset each other. The effects are non-linear for domestic institutional ownership, while those of foreign institutional ownership remain monotonic. These findings are consistent with the notion that domestic institutional investors are conflicted by their role as monitors to boost transparency and by their desire to pursue control benefits by exploiting insider information and promoting selective transparency. Foreign investors, lacking such controlling benefit opportunities, tend to promote general transparency. Chapter 3 examines how the dynamics between family owners and market participants, such as analysts, market makers and investors determine a firm's overall transparency, using South Korean data between 2001 and 2007. Our results show that family ownership has a positive relation with earning-based transparency, while it has a negative relation with market-based transparency. As a result, family ownership seems to have no impact on overall transparency. However, an analysis based on sorting of family ownership shows that firms with less than 30% family ownership show a positive significant relation to overall transparency, but firms with family ownership of 30% or higher have an insignificant relation with overall transparency. This discrepancy may exist because family owners may want to promote corporate transparency through better earning-based information dissemination, but market participants discount such efforts and this discount increases as family ownership increases. / Business Administration/Finance

Corporate insiders frequently borrow from lending institutions and pledge personal equity shares as collateral for the loan. Using manually collected pledge data for January 2007-December 2011, I examine how this phenomena affects firm investors and analyze agency conflicts between pledging managers and (a) outside shareholders, and (b) bondholders. Pledging potentially influences investor risk through changing managerial incentives and/or contingency risk from ill-timed margin calls. Findings suggest influential insiders extract private benefits of control at the expense of outside shareholders through pledging. Difference-in-differences regressions utilizing an exogenous shock to lending supply indicate pledging corresponds with a 9.9% relative increase in stock volatility – controlling for changes in fundamentals – and support a causal interpretation of the relation between pledging and equity risk. Despite apparently harming equity investors however, further analysis suggests pledging benefits bondholders, and corresponds with an economically and statistically significant reduction in yield spreads on corporate bonds. Robustness tests evidence reductions in risky financing when insiders pledge, corroborating the negative relation between pledging and cost of debt and consistent with mitigated agency conflicts between managers and bondholders. / Business Administration/Finance

Yes / This study provides new evidence that the performance of issuing firms varies by issue type, based on survival analysis methods. Our non-parametric results show that firms raising capital through rights issues, and notably through cash offers, experience a greater risk of delisting following issuance, as compared to those issuing convertible bonds. Our Cox model analyses demonstrate that plain equity issues, in contrast to convertible issues, are subject to different degrees of regulatory discipline, obligations and incentives in shaping survival trajectory. Further, high ownership concentration, agency issues intrinsic to equity offerings, weak shareholders' protection, and corporate ownership and governance and corporate control development at the time of an offer markedly influence post-issue survival. Plain equity issues, notably cash offers, are strongly linked with the agency costs of free cash flows. A large and truly independent board, allied to a separation of CEO and chairman powers, acts as a primary restraint on managers' self-interested behaviour. Such a cohesive governance mechanism can restrain rent-seeking in the firm's fundraising initiative. These observations hold when we take into account information available before an issue, at the time of an issue, and after an issue, demonstrating the robustness of our findings.

As companies are focused on and capable of creating brand images aimed at supporting their brands, some choose to strategically associate them with specific countries or regions in hopes of attaining perceivably higher consumer-based brand equity. Although such a strategy could prove itself effective in the sense of increasing the amount of positive consumer perceptions, it might also result in harmful effects if the marketed country-of-brand origin is not in congruence with the brand‟s other country-of-origin constructs.   With regards to what theory implies and what this study‟s results suggest, this thesis analyzes the effects of country-of-origin incongruence on consumer-based brand equity in the case of Lexington. What this thesis uncovers is that the country-of-origin incongruence of Lexington does not, contrary to theory, have negative consequences on its consumer-based brand equity. Yet, what is suggested is that further research should focus on whether these results are simply restricted to this study‟s exact settings or would be attained even in another setting in which consumer ethnocentrism would not play a significant role.

本研究以大同集團為個案研究對象，從決策及資源分配掌控者觀點定義該集團企業之最終控制者，首先分析大同集團企業之董監結構及股權結構，並針對該集團之公司治理議題作探討，亦對相關之法令缺失，提出改善及政策建議。 研究結果顯示，大同集團企業之最終控制者林蔚山家族係透過交叉持股及掌握董事會席次控制權等控制途徑掌控集團企業，其集團內十一家公開發行以上公司的平均直接持股率、股份控制權、盈餘分配權分別為1.17%、21.83%、1.07%，但平均席次控制權則高達61.85%，股份控制權（席次控制權）與盈餘分配權偏離差之平均值則達20.76%（60.79%），席次控制權與盈餘分配權之偏離倍數為178.01倍，亦即最終控制者可以一單位的出資獲取178單位以席次控制力衡量的實質控制力。大同集團企業席次控制權與盈餘分配權嚴重偏離之個案研究發現，符合經營者之經營誘因不足，而財富侵佔動機較強之學術假設。此外，本研究探討該集團企業掏空資產案件、大幅減資、投資通達國際之相關財務資訊透明度，針對大同集團之股權結構與董監組成分析，提出公司治理相關議題討論。最後，本研究針對公司治理相關法令，提出改善及政策建議。 關鍵詞：集團企業、股權結構、公司治理、席次控制權 / This study employs the Tatung business group as our sample and defines the ultimate owner as the entity with ultimate influence over major decisions regarding the operation, management, and allocation of company resources. We first analyze the characteristics of different boards of directors and corporate ownership structure of the Tatung business group. Corporate governance related issues are then identified, followed by discussions on the deficiencies of relevant regulations and suggestions for improvements on government policies. The analysis indicates that cross-holdings, pyramid structure and seat control over the board members are approaches applied by the Lin Family to actively control the Tatung business group. An analysis on the measurement of voting rights, cash flow rights and board seat-control shows that direct shareholding, voting rights and cash flow rights are on average 1.17%, 21.83% and 1.07%, respectively, while the board seat-control ratio is 61.85%. The average deviation between voting right (board seat-control) and cash flow rights is 20.76% (60.79%). The number of board seats controlled by the owner is 178.01 times greater than cash flow rights. In other words, the ultimate owner gets approximately 178 units of controlling power through one unit of capital input. To the extent that ownership and control is highly deviated, a weaker disciplinary effect and a stronger entrenchment effect can be expected. In addition, in this study of the Tatung business group, we examine the emptied assets case, significant capital reduction, and the transparency of financial information of investment in Nature Worldwide Technology Corporation. For the corporate ownership structure and the characteristics of different boards of directors of the Tatung business group, we identify the critical issues regarding corporate governance. Finally, discussions on the deficiencies of relevant regulations and suggestions for improvements on government policies are provided. Keywords: Business group; Corporate ownership structure; Corporate governance; Board seat-control.

Il lavoro stima il costo del capitale delle banche italiane alla luce di due antitetici comportamenti di investimento: diversificazione internazionale di portafoglio e concentrazione proprietaria volta alla detenzione di pacchetti azionari rilevanti. L'integrazione dei mercati finanziari e l'adozione della moneta unica determinano la necessità di allargare all'area valutaria il correlato empirico al portafoglio di mercato indicato dal CAPM. La verifica condotta su un campione di banche italiane evidenzia la riduzione dei Beta e del costo del capitale proprio a causa del limitato contributo fornito al rischio sistematico del portafoglio riferito all'area valutaria da parte del mercato azionario nazionale e delle banche italiane. La detenzione del potere decisionale consente agli azionisti rilevanti di ottenere, in termini di private benefits, un sovra-rendimento che giustifica strategie volte alla concentrazione di ricchezza. Questo genera per le banche italiane un incremento del costo del capitale. / This work analyses the techniques to assess the cost of equity of Italian banks in the light of two antithetical investment policies: international portfolio diversification and ownership concentration directed to hold large blocks of shares. Financial market integration and European Monetary Union involve using a broader index, referred to the Euro area, as the proxy for the market portfolio pointed out by CAPM. The analysis carried out on a sample of Italian banks shows this change brings about a reduction of both the estimated Beta and the cost of equity. This is due to the limited contribution that domestic market index makes to the systematic risk of the Euro portfolio. The control of the decision-making process enables the holders of large blocks of shares to extract private benefits and to obtain extra returns compared with other investors. This can explain an investment policy directed to wealth concentration. That causes a higher equity cost of equity.