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Neutralitätspflicht und Übernahmegesetz : eine vergleichende Untersuchung von Abwehrmaßnahmen bei feindlichen Übernahmen nach deutschem und US-amerikanischem Recht unter Berücksichtigung des deutschen Übernahmegesetzes /Dimke, Andreas W. January 1900 (has links) (PDF)
Univ., Diss.--Hamburg, 2005. / Literaturverz. S. 585 - 679.
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The enforcement of directors' duties in Britain and Germany : a comparative study with particular reference to large companies /Hirt, Hans C. January 2004 (has links) (PDF)
School of Economics and Political Science, Diss.--London.
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The firm, take-overs, and directors' duties : a theory of the firm and the duties imposed by law and the directors of an offeree corporation /Alford, Wayne Stanley. January 1997 (has links) (PDF)
Thesis (LL.M.)--University of Alberta, 1997. / In partial fulfilment of the requirements for the degree of Master of Laws. Faculty of Law. Also available online.
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The composition of board of directors and its impact on corporate performance: an empirical analysis of Chinese listed firms.January 1998 (has links)
by Wang Xiao Ling. / Thesis (M.Phil.)--Chinese University of Hong Kong, 1998. / Includes bibliographical references (leaves 70-73). / Abstract also in Chinese. / Abstract --- p.i / Acknowledgment --- p.ii / Table of Contents --- p.iii / List of Tables --- p.v / List of Figures --- p.vi / Chapter I --- Introduction --- p.1 / Chapter 1.1 --- Introduction --- p.1 / Chapter 1.2 --- Objective of the Study --- p.3 / Chapter 1.3 --- Outline of the Study --- p.4 / Chapter II --- Background --- p.5 / Chapter 2.1 --- China's Enterprise Reform and the Development of Capital Markets --- p.5 / Chapter 2.2 --- Board of Directors in China --- p.13 / Chapter 2.2.1 --- Legislation on Board - The Company Law --- p.13 / Composition of the Board of Directors --- p.16 / Functions and Powers --- p.18 / Regulations and Requirements --- p.19 / Chapter 2.2.2 --- The Board of Chengdu Brilliant Development Inc --- p.21 / Chapter 2.2.3 --- Difference between Board in China's Company Law and that in Hong Kong Company Ordinance --- p.24 / Chapter 2.3 --- Chapter Summary --- p.26 / Chapter III --- Literature Review --- p.27 / Chapter 3.1 --- Theoretical Background --- p.27 / Chapter 3.2 --- Empirical Studies --- p.30 / Takeover Evaluation --- p.30 / Management Buyout --- p.31 / Adoption of Poison Pills --- p.32 / CEO Turnover --- p.32 / Financial Performance --- p.33 / Chapter IV --- Testable Hypotheses --- p.35 / Chapter V --- Research Methodology --- p.37 / Chapter 5.1 --- Variables and Sample --- p.37 / Chapter 5.2 --- Empirical Results --- p.43 / Board Composition and Corporate Performance with Full Sample --- p.43 / Excluding IPO Firms --- p.51 / Insider Dominated Board and Outsider Dominated Board --- p.51 / Alternative Measures for Firm Performance --- p.55 / Cross-sectional Test --- p.58 / Financial Distress --- p.60 / Industry Classification --- p.62 / Chapter 5.3 --- Discussion --- p.64 / Chapter VI --- Conclusion and Implications --- p.67 / Chapter 6.1 --- Conclusion and Implications --- p.67 / Chapter 6.2 --- Suggestions for Further Research --- p.69 / Bibliography --- p.70 / Appendix Legislation on the Board (The Company Law in PRC) --- p.74
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Inside or outside CEO succession and firm performance: evidence from CEO turnover in China. / Inside or outside chief executive officer succession and firm performance: evidence from chief executive officer turnover in ChinaJanuary 2010 (has links)
Xiao, Rui. / "August 2010." / Thesis (M.Phil.)--Chinese University of Hong Kong, 2010. / Includes bibliographical references (leaves 28-30). / Abstracts in English and Chinese. / Abstract --- p.i / 摘要 --- p.ii / ACKNOWLEDGMENTS --- p.iii / Chapter 1. --- Introduction --- p.1 / Chapter 2. --- Literature Review --- p.2 / Chapter 3. --- Research Hypothesis --- p.5 / Chapter 3.1 --- Institutional Background --- p.5 / Chapter 3.2 --- Hypothesis Development --- p.6 / Chapter 3.2.1 --- Firm Performance and Outside Succession --- p.6 / Chapter 3.2.2 --- Board Composition and Outside Succession --- p.6 / Chapter 3.2.3 --- Predecessor Characteristics and Outside Succession --- p.7 / Chapter 3.2.4 --- Successor Characteristics and Outside Succession --- p.7 / Chapter 3 2 --- 5 Performance Consequences and the Source of Successor --- p.9 / Chapter 4. --- Methodology --- p.9 / Chapter 4.1 --- Measurement --- p.9 / Chapter 4.2 --- Bivariate Probit with Sample Selection --- p.11 / Chapter 4.3 --- Event Study --- p.13 / Chapter 5. --- Data --- p.15 / Chapter 5.1 --- Sample Selection and Data Sources --- p.15 / Chapter 5.2 --- Descriptive Statistics --- p.16 / Chapter 6. --- Empirical Results --- p.17 / Chapter 6.1 --- The Determinants of Outside Succession --- p.17 / Chapter 6.1.1 --- Univariate Tests of Outside Succession and Firm Performance --- p.17 / Chapter 6.1.2 --- Univariate Tests of Outside Succession and Board Composition --- p.18 / Chapter 6.1.3 --- Univariate Tests of Outside Succession and Predecessor Characteristics --- p.18 / Chapter 6.1.4 --- Regression Results --- p.18 / Chapter 6.2 --- Outside Succession and Successor Characteristics --- p.21 / Chapter 6.2.1 --- Univariate Tests --- p.21 / Chapter 6.2.2 --- Regression Results --- p.21 / Chapter 6.3 --- Market Reaction and CEO Succession --- p.22 / Chapter 6.4 --- Post-turnover Performance and Outside Succession --- p.23 / Chapter 6.5 --- Robustness Tests --- p.26 / Chapter 7. --- Conclusion --- p.26 / Reference --- p.28 / Table 1. The Percentage of CEO Outside Succession during the Sample Period …… --- p.31 / Figure 1. CEO Turnover and Outside Succession in Each Year --- p.32 / Figure 2. Outside Succession Rate in the Turnover Sample --- p.32 / Table 2. Literature Summary of Outside Succession --- p.33 / Table 3. Descriptive Statistics of Variables --- p.34 / Table 4. Outside Succession Rates at Different Performance Levels --- p.36 / Table 5. Relation between Outside Succession Rates and Board Composition --- p.37 / Table 6. Relation between Outside Succession Rates and CEO Predecessor Characteristics --- p.38 / Table 7. Outside Successions Regression Results --- p.39 / Table 8. CEO Successor Characteristics --- p.41 / Table 9. Regression Results of the CEO Successor Characteristics --- p.42 / Table 10. Cumulative Abnormal Returns around the Announcement of CEO
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The shortcomings of the common law and the Companies Act 61 of 1973 in regulating executive remuneration in South Africa : is the code of corporate practices and conduct the answer for listed companies?Polaki, Angelina Tlotliso. January 2003 (has links)
King II articulated in an open manner, issues of disclosure, transparency, comparator
ren1lmeration packages and a robust approach to the paYment of con1pensation in relation to
poorly performing directors. While directors owe fiduciary duties to the company
(shareholders present and future), by paying themselves huge packages, they do no longer act
in the best interests of the con1pany because awarding themselves exorbitant packages may
frustrate their duty to maximise shareholder value. The solution is that their interests be linked
to those of shareholders by requiring that their pay be linked to their performance. With the
advent of corporate governance reforms, other stakeholder interests have to be taken
cognisance of by directors in corporate decision Inaking. As such, a huge gap between the
salaries of rank and file employees and those of executive directors is seen as a conscious
move to ignore the interests of legitimate stakeholders when there is no compelling reason to
do so. To try and align the interest of shareholders and directors, it is felt that more emphasis
has to be placed on actively engaging shareholders and employees in the determination of
executive remuneration.
It is subn1itted that pay that is not linked to performance is a breach of fiduciary duties, in
particular, duty to avoid conflict of interest. However, our common law and Companies Act
61 of 1973 fail imn1ensely to address concerns relating to excessive remuneration pay. In
particular, the business judgment nl1e precludes minority shareholders taking action on the
basis of wrongs committed against the company by virtue of pay not being linked to
performance. Neither has the introduction of corporate governance reforms impacted heavily
on setting executive remuneration. They have not proved effective in curbing fat cat pay. It is
acknowledged that these reforms have ~rought about a profound impact on attitudes in the
corporate environment. However, numerous deficiencies, particularly in the context of South
Africa can be identified.
This thesis serves as a means of establishing whether fron1 a legal perspective, following
recent reforms, the negative impact of exorbitant remuneration pay is of such a serious nature
as to warrant more stringent regulation in one form or the other. South Africa should consider
revan1ping and tightening current legislation, which as submitted is lacking in a number of
respects. As a strategy to eradicate exorbitant pay, it is submitted that directors fiduciary
duties have to be revised and legislated in order to successfully establish directors wrongdoing. It is felt that legislative enactment may be made stronger by the fact that it may
have stronger and sharper teeth and hence able to reach where self-regulated codes are weak. / Thesis (LL.M.)-University of Natal, Durban, 2003.
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Das amerikanische "board of directors" und die Führungsorganisation einer monistischen SE in Deutschland : Amerikanische Erfahrungen in Fragen der Corporate Governance als Beitrag zur Ausgestaltung der Unternehmensführung und Unternehmenskontrolle in einer Deutschen SE /Holland, Björn. January 2006 (has links) (PDF)
Univ., Diss.--Zugl.: Würzburg, 2004. / Literaturverz. S. 212 - 237.
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Die Haftung des Vorstands gegenüber den Aktionären : eine rechtsvergleichende Untersuchung nach deutschem und US-amerikanischem Recht /Schmitz, Rainer. January 2004 (has links) (PDF)
Univ., Diss.--Frankfurt am Main, 2003.
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Risk management and the decision process : critical concepts for board members and top executivesVan der Merwe, Altus 01 1900 (has links)
AIMS OF THE RESEARCH:
To explore the decision making processes of top
management, CEO's and boards of directors - to
gain ne~ insights into the causes of management
decision failures, management risk and decision
process weaknessess.
To identify important factors that play a
pivotal role in effective decision making in
business situations.
To draw up a frame~ork for effective decision
making based on the correlations between
decision theory and empirical findings amongst
senior executives and board members.
To find ways how management can minimize the
risk of decision failure in complex problems,
what questions they have to ask themselves about
the way in which they make decisions, what decision
risks they have to be aware of at each stage of
the decision process and how they can gain from
available decision theory. The aim is to improve
the decision process to obtain better overall
quality of decisions produced by kno~ledgeable
senior managers and board members.
This will provide a framework for effective third
generation risk management.
EXECUTIVE SUMMARY OF THE RESEARCH FINDINGS
Board members and top executives rely on experience
and personal knowledge to analyse complex problems
and do not consciously involve concepts from
decision theory (see section 8.5). They describe
these phenomena in their organisations, but they have
not formally done a decision process analysis to
minimise decision risk.
Current risk management practises in modern
financial institutions focus mainly on risk
classification techniques and structural
mechanisms (see section 15) to control risks, with
little or no attention to decision process dynamics.
The Board of Directors and Top Management are
generally very good at identifying corporate risks,
economic risks and financial risks, but they have
great difficulty in identifying internal decision
process risks within the management hierarchy/system
or amongst themselves. Introspective analysis of
their own decision process dynamics can help to
improve this.
A step by step analysis of the decision process in
the board and top management team as described in
section 18.2 is proposed as a further contribution
to improve the quality of decision making in
financial institutions. Structural changes to
boards like those introduced by Cadbury improved
second generation risk management practices. This
research proposes that further advances can be made
by third generation risk management improvements in
the decision process dynamics.
We teach decision makers about economic and financial
analysis and derivatives and risk management, but the
fundamentals of decision science and the human
decision process seem to be ignored. To prevent the
financial failures that so often destroy shareholder
value, we need to focus on decision science and
financial decision process analysis
Analysis of the decision process dynamics is
proposed as a way to reduce the number of decision
failures in large financial institutions and other
organisations. By increasing the a~areness and
kno~ledge of board members and top executives about
the potential causes of decision failure, their own
ability to identify and prevent these will be
improved.
New risk management structures and recent changes to
board structures have contributed greatly to
corporate governance but could not prevent many of
the financial failures. Combining these
structural improvements with an additional focus on
decision process analysis can increase our ability
to manage risk successfully. / Business Leadership / DBL
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The business judgment rule : its application in South AfricaDyke, Michael John 11 1900 (has links)
The business judgment rule is used by American courts to establish whether a director has
fulfilled his duty of care. It is based on the concept that the directors are legally empowered
to manage a corporation's affairs, and the courts accordingly do not interfere with the exercise
of those powers unless a board's action is tainted by fraud or self-interest. The courts will not
review a business decision where, acting in good faith, the board has truly applied itself to
making an informed decision. In certain circumstances, where self-interest on the part of
directors is more likely to be a factor, a stricter test is applied. The business judgment rule
is implicit in the judgments of English and South African courts and the King Committee has
recommended its formal recognition in South Africa. The need for such formal recognition
and stricter interpretation of the duty of care and skill discussed. / Private Law / LL.M.
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