abstract: I examine the determinants and implications of the level of director monitoring. I use the distance between directors' domiciles and firm headquarters as a proxy for the level of monitoring and the introduction of a new airline route between director domicile and firm HQ as an exogenous shock to the level of monitoring. I find a strong relation between distance and both board meeting attendance and director membership on strategic versus monitoring committees. Increased monitoring, as measured by a reduction in effective distance, by way of addition of a direct flight, is associated with a 3% reduction in firm value. A reduction in effective distance is also associated with less risk-taking, lower stock return volatility, lower accounting return volatility, lower R&D; spending, fewer acquisitions, and fewer patents. / Dissertation/Thesis / Ph.D. Business Administration 2014

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.

This research looks at the need and enforceability of legal warranties that companies include in contracts and/or public displays/notices to limit the company’s liability exposure to third parties. It also discusses the liability incurred by a company and that of its directors in their personal capacities (if any) should the legal warranty implemented be found to be unenforceable. The liability that may be incurred by the company and/or its director/s is dependent on whether the legal warranty which it implemented is enforceable or not and therefore it is important to establish what would constitute an enforceable legal warranty. In order to determine what is likely to constitute an enforceable legal warranty the study looks back at what has previously been deemed to constitute an unenforceable legal warranty. This is done by analysing the common law principles of contract, being the freedom to contract and the sanctity of contract, and its development in accordance with our constitutional dispensation through case law precedents. The provisions of the Consumer Protection Act 68 of 2008 that apply to legal warranties are also analysed in order to determine the anticipated outcome of future case law where the Consumer Protection Act 68 of 2008 may be applicable to a dispute involving legal warranties. Once what constitutes an unenforceable legal warranty is established, the study will discuss the legal position of a third party, and that of the company, where a third party has suffered damages as a result of the company’s acts or omissions and the company is unable to raise a legal warranty as a defence against such liability, as the legal warranty is found to be unenforceable. Thereafter the study will discuss the measures available to the company where the company is found liable to the third party for the aforementioned damages and the company wishes to mitigate its losses in this regard. Such measures shall include director insurance as well as the recovery of such liability against a director, in the director’s personal capacity, where the company either does not have director insurance or is unable to enforce the director insurance due to the actions of a director. In order to determine the director’s accountability to the company in this regard an assessment is made of the duties imposed on a director in terms of the common law and Companies Act 71 of 2008 to establish whether such duties are wide enough to include a duty on the director to ensure legal warranties he/she plays a part in implementing are enforceable. / Mercantile Law / LL. M. (Corporate Law)