The traditional approach to corporate governance in Canada has centered on shareholders. This model of governance is commonly referred to as shareholder primacy. The shareholder primacy model has recently been rejected by the Supreme Court of Canada in Peoples v. Wise and BCE v. 1976 Debentureholders. This paper will be argued that directors should be required to focus exclusively on increasing shareholder value in the change of control context. It is within the change of control context that shareholders most require fiduciary protection. In addition, the shareholder primacy rule provides an enforceable standard for evaluating the actions of directors. As stakeholders have a variety of mechanisms to ensure that their interests are not disregarded, they are not in need of fiduciary protection. In contrast, shareholders face greater risks, which validate a need to be protected by an exclusive fiduciary duty in the change of control context.

The traditional approach to corporate governance in Canada has centered on shareholders. This model of governance is commonly referred to as shareholder primacy. The shareholder primacy model has recently been rejected by the Supreme Court of Canada in Peoples v. Wise and BCE v. 1976 Debentureholders. This paper will be argued that directors should be required to focus exclusively on increasing shareholder value in the change of control context. It is within the change of control context that shareholders most require fiduciary protection. In addition, the shareholder primacy rule provides an enforceable standard for evaluating the actions of directors. As stakeholders have a variety of mechanisms to ensure that their interests are not disregarded, they are not in need of fiduciary protection. In contrast, shareholders face greater risks, which validate a need to be protected by an exclusive fiduciary duty in the change of control context.

abstract: This dissertation integrates research on boards of directors with human and social capital perspectives to examine board appointments. A director's appointment to a board is in part due to the belief that the individual can contribute critical resources and monitoring to the organization. The ability of a director to provide these resources and monitoring depends on his or her level of human and social capital. This dissertation more fully integrates human and social capital perspectives into our understanding of board appointment events. From these theoretical underpinnings, a model is developed proposing that several human and social capital indicators, including educational level, expertise, director experience, and access to network structural holes, affect the likelihood of joining a new board, joining a prestigious board, and exiting a current board. I also consider a number of contextual- and individual-level variables that may potentially moderate the relationship between a director's human and social capital and director mobility. Through this dissertation, I make a number of contributions to the literatures on boards, board appointments, and human and social capital. First, I offer a more comprehensive perspective of the board appointment process by developing an individual-level perspective of board appointments. Second, I contribute to a more comprehensive understanding of the market for corporate directors. Third, I focus on several salient dimensions of director mobility. Fourth, I contribute to the growing literature on human and social capital at the board and director levels. Finally, I add to the growing literature on director selection. / Dissertation/Thesis / Ph.D. Business Administration 2011

The Diploma thesis dealing with the relation between a founder and a director of pre-school education management in the Pilsen region, aims to evaluate a system of kindergartens, which are independent contributory organizations and whose founder is a municipality. To find out what competences the founder has in relation to a kindergarten, in which spheres the founder cooperates with a director. How the founder evaluates director's work, if he does control activities and if he works with outputs of the control bodies, especially the Czech School Inspectorate.To find out what the competences of a kindergarten director are, whether he is supported by the founder or not. To find out how the cooperation between the founders and the directors of kindergartens is evaluated by inspectors of the Czech School Inspectorate who are specialized in pre-primary education and work in the Pilsen Inspectorate of the ČSI. The theoretical part of the thesis is based on the specialized literature, legal regulations and strategic documents concerning kindergartens, their founders and the Czech School Inspectorate in the field of pre-primary education, which were valid at the time of this diploma thesis. The practical part is drawn up on the basis of the results of the survey carried out by the directors of...

This dissertation consists of three essays on director compensation, CEO compensation, executive dismissal, and Delaware incorporation. Delaware incorporation is popular among publicly traded firms. However, the question of whether Delaware incorporation favors shareholders is an on-going debate. In the first essay, if Delaware incorporation indeed favors shareholders, it is expected that directors in Delaware firms are more likely to be encouraged to perform monitoring roles than those in non-Delaware firms. By using a sample of 620 Delaware firms and 437 non-Delaware firms from 2002 to 2005 in ExecuComp, we first find that Delaware firms pay their directors more compensation than non-Delaware firms. Second, Delaware firms tend to hold more meetings per year than non-Delaware firms. Finally, pay-performance sensitivities of cash compensation, equity compensation, and total compensation to shareholder wealth in Delaware firms are greater than those in non-Delaware firm. Therefore, Delaware incorporation appears to encourage effective board monitoring. This essay is the first attempt to examine director compensation by considering the role of state of incorporation. The findings support the view of "race to the top" (Winter, 1977) on Delaware incorporation. The second essay examines the impact of Delaware incorporation on how effectively directors monitor CEOs and protect the interests of shareholders. If directors do effectively monitor CEOs, the excess CEO compensation is expected to be positively related to firm performance. Following the method described in Brick et al. (2006), we find evidence that director excess compensation is significantly and positively related to CEO compensation in both Delaware and non-Delaware firms. However, unlike excess CEO compensation in Delaware firms, excess CEO compensation in non-Delaware firms is negatively associated with firm performance. Therefore, director compensation in non-Delaware firms may not be a more effective incentive for these directors to monitor CEOs than that in Delaware firms. The dismissal decision that a firm makes may be affected by state corporate law. The third essay examines the impact of Delaware incorporation on a firm's choice of top management dismissal decisions. If Delaware incorporation indeed favors shareholders, we expect Delaware firms are more likely to dismiss their management members than non-Delaware firms when firms experience poor performance. We use the classification of top management dismissals defined in Boeker (1992). Our sample includes 388 firms that dismiss neither CEOs nor any lower-level executives (Type 1), 55 firms that dismiss CEOs but let lower-level executives stay (Type 2), 134 firms that dismiss lower-level executives but let CEOs stay (Type 3), and 59 firms that dismiss both CEOs and lower-level executives (Type 4) from 1993 to 2005. First, we find that a Delaware firm is more likely to dismiss at least one executive, either its CEO or a lower-level executive, than to dismiss neither the CEO nor any lower-level executive in a poorly performing year. However, this result only holds if we compare Type 1 firms with Type 3 firms. Second, Delaware firms are not more likely to dismiss their CEOs than non-Delaware firms. The results suggest that Delaware firms do not act significantly differently from non-Delaware firms on the choice of top management dismissal decisions when the firms experience poor performance. Therefore, Delaware incorporation alone may not be an effective external corporate governance mechanism to discipline poorly performing executives.

abstract: This paper investigates the role of top management and board interlocks between acquirers and targets. I hypothesize that an interlock may exacerbate agency problems due to conflicting interests and lead to value-decreasing acquisition. An interlock may also serve as a conduit of information and personal experience, and reduce the cost of information gathering for both firms. I find supporting evidence for these two non-mutually exclusive hypotheses. Consistent with the agency hypothesis, interlocked acquirers underperform non-interlocked acquirers by 2% during the announcement period. However, well-governed acquirers receive higher announcement returns and have better post-acquisition performance in interlocked deals. The proportional surplus accrued to an acquirer is positively correlated with the interlocking agent's ownership in the acquirer relative to her ownership in the target. Consistent with the information hypothesis, when the target's firm value is opaque, interlocks improve acquirer announcement returns and long-term performance. Interlocked acquirers are also more likely to use equity as payment, especially when the acquirer's stock value is opaque. Target announcement returns are not influenced by the existence of interlock. Finally, I find acquisitions are more likely to occur between two interlocked firms and such deals have a higher completion rate. / Dissertation/Thesis / Ph.D. Business Administration 2012

“Directing Rebecca Gilman’s Boy Gets Girl…” reviews the process of directing Boy Gets Girl by Rebecca Gilman, presented on October 26-29, 2017, in the Cristian H. Moe Laboratory Theater at Southern Illinois University in Carbondale, Illinois. This document chronologically details the year-long production process for the director, beginning with the preliminary research and discussing the development of a concept, through formulating designs, conducting rehearsals and observing performances, and concluding with a post production evaluation. This document begins with Chapter 1, exploring the preliminary research which developed into the director’s concept and vision for production. Chapter 2 explains the pre-production process, including design and production meetings, dramaturgy, and publicity. Chapter 3 details the production process, including auditions, callbacks, rehearsals, and performances. Chapter 4 is a personal reflection and committee evaluation of the overall production, including the recognition of opportunities for future growth as a director.

Prior studies document that board directors who fail to act as effective monitors of management are penalized by the labor market in the form of fewer subsequent board seats. However, there is little evidence on how the market rewards directors for exceptional advising and monitoring on corporate boards. In this paper, I use national director awards as a positive shock to directors’ reputations and examine changes in board seats for award-winning directors. Award-winning directors gain more board seats than non-winning directors, both after and before the awards. Event study tests suggest that the quality of award-winning directors may have been revealed to the labor market before the awards but not to the broader stock market. Stock market reactions to appointments of award-winning directors are positive and statistically significant only after the awards, not before.

Denna rapport beskriver utvecklingen och skapandet av examensarbetet utfört på uppdrag av Destination Norrköping KB. Destination Norrköping KB är ett serviceföretag. Verksamheten kan sammanfattas i två huvuduppgifter - Marknadsföring och utveckling av Norrköping som besöksort samt försäljning, marknadsföring och utveckling av Louis De Geer konsert&kongress och Värmekyrkan. För att göra arbetet inom företaget effektivare skapades som examensarbete ett intranät och en cd-produktion, innehållande företagspresentation och frågesport, till företaget. Intranätet skulle användas i det vardagliga arbetet på företaget och cd- produktionen/frågesporten för att visa upp företagets bästa sida vid mässor och liknande evenemang. Frågesporten var tänkt som ett test på hur mycket betraktaren kan om staden Norrköping. Detta för att få fram företagets ständiga strävan att marknadsföra sin stad. Intranätet är tidsenligt och följer Destination Norrköpings hemsidas struktur och uppbyggnad. På ett intresseväckande och övergripande sätt marknadsför och informerar företagspresentationen företaget, medan frågesporten roar och underhåller. Materialet till både intranätet, cd-produktionen och frågesporten är hämtat hos Destination Norrköping KB och med hjälp av digitalkamera. Resultatet blev ett intranät som fungerar som en hjälpande hand i arbetet, och som har förenklat informationssökandet för personalen samt en cdproduktion som beskriver och visar upp företaget utåt. / Abstract This report describes the development and creativeness of examination result commisioned by Destination Norrköping KB. Destination Norrköping KB is a service company. Business and activities are based on two main tasks - marketing and development of Norrköping as a place to visit as well as marketing and development of Louis De Geer concert&congress and Värmekyrkan, (church). To achieve a better efficiency within the company a intranet and CD-production, including a company presentation and a quiz was created. The intranet is supposed to be used for the daily work and the CD-production to show the best from the company at exhibitions and simular events. The quiz is supposed to be a test to show how much the observer knows about the town Norrköping. The intranet is up-to-date and are in line with "Destination Norrköpings" home- page and build-up structure. The company presentation will give a very interesting and overall wiew of the company while the quiz is more of a entertainment. Main body of information for both the intranet, CD-production and the quiz, is based on information from "Destination Norrköping KB" as well as the use of a digital camera. The outcome is a friendly use intranet, working as a helping hand. It has even simplified the search of information for people involved as the CDproduction describes and show the company to the public.

Detta examensarbete är gjort för de tre företagen Hårdoktorn, Vegas och Repris. Tanken var att skapa en galleria på Internet med information om varar och tjänster som företagen säljer samt att skapa en webbshop. Under arbetets gång användes många olika tekniker såsom HTML, Director, Flash och ASP. / This degree projekt was made for the three companies Hårdoktorn, Vegas and Repris. The idea was to create a mall on the Internet with information about products and services that these companies sells and also to create a webshop. During the project many different techniques, such as HTML, Director, Flash and ASP, was used.