Thesis (doctoral)--Göteborg University, 2007. / Includes bibliographical references.

This thesis reveals the results of a study during which the 2014 integrated reports, sustainability reports and websites of the twelve JSE listed companies, were selected and evaluated. The aim of the thesis was to explore the responsibilities and duties of the S&E Committee; in the South African governance context as well as to assess the usefulness of disclosures made in the integrated reports regarding the social and ethics as part of corporate governance. Content analysis was used to identify the information and an interview was held with the expert in the field of social and ethics governance. Content analysis was used to identify the information and form themes and trends. A checklist was developed and used as an the evaluation tool based on the King III and Companies Act requirements on reporting of social and ethics governance. This checklist may be used as an effective tool by internal audit in carrying out an audit of the social and ethics governance. The results of the analysis were then presented to the expert in the field of social and ethics governance for comments. The results obtained indicate that most JSE listed companies conform to good corporate governance practices. However, there are areas where limited disclosure of information was found to be the case. These include the disclosure of information on sustainability, the information was not consistent and would be less helpful to stakeholders who want to analyse changes in the company‟s performance over time, especially relative to other companies. The information also did not meet the sustainability reporting criteria of sustainability context; the sustainability performance was not presented in the wider context, which limits the significant interpretative value. Future research, with the focus on sectorial disclosures, smaller companies as well as consideration of other sources of social and ethics governance information should be conducted.

This dissertation is a collection of essays on principal-agent contracts under asymmetry of information. The papers investigate how the possibility of acquiring information influences contracts. The first essay analyzes the contract between a principal and an agent, when the principal can conduct an audit of the agent's cost of production. The principal can choose an audit policy after output is produced - but he cannot commit to an audit policy at the beginning. The probability of audit is a best reply to the agent's probability of misreporting given the contract. The interaction between the contract, the audit strategy and the reporting strategy is analyzed. The main result obtained is that, when the cost of production is high the optimal contract requires the agent to produce an amount greater than the output under full information. The principal audits randomly and truthful cost announcements cannot be induced with certainty. It is also shown that the principal audits with a higher probability when he cannot commit as compared to when he can. The second essay considers an effort monitoring problem. It analyzes the contract the principal will offer an agent when the monitoring strategy cannot be committed to. Given the contract, the monitoring strategy is a best reply to the agent's effort strategy. The interaction between the contract, the monitoring strategy and the effort strategy is analyzed. The source of the principal's gain from monitoring is explained. It is shown that the wage payments to the agent may be decreasing in the outcome of the agent's effort. The third essay endogenizes the amount of information the agent will rely on when deciding whether or not to accept the contract. By incurring an observation cost, the agent can observe the state of nature after the contract is offered. If he does so he will be able to turn it down whenever his payoff is negative. It is shown that the principal will always find it in his best interest to offer a contract such that the agent has no incentive to use his ability to observe the state of nature. Furthermore. an increase in the cost of observation is very valuable to the principal. The paper also looks at the case in which the principal is allowed to put several agents in competition for the contract. It is shown that, though the principal has monopoly power and can force the single agent to his reservation utility, having several agents compete for the contract increases the principal's payoff. / Ph. D.

Regulators have long disagreed whether regulation would reduce hedge funds’ financial misreporting. On the one hand, critics have stated that hedge funds are unlikely to misreport because their investors are highly sophisticated financial players who can detect and deter financial misconduct. On the other hand, recent changes in the composition of hedge funds’ investors have led many to question this argument. In this paper, I test whether hedge fund regulation reduces misreporting by using a quasi-natural experiment in which a subset of hedge funds was regulated, deregulated, and then regulated again. Unique features of the setting permit me to study not only whether hedge fund regulation reduces financial misreporting—but, if so, why the regulation reduces misreporting. The results show that regulation reduces misreporting at hedge funds and that the imposition of disclosure requirements, even without other concurrent changes in regulation, can reduce hedge funds’ misreporting. The result seems surprising, because hedge funds’ investors are commonly thought to have access to far more information than is required by disclosure rules. Further inquiries suggest that disclosure requirements led funds to make changes in their internal governance, and that these changes in governance induced funds to report their financial performance more honestly and accurately.

The preoperational stage of a new venture is characterized by concept definition, idea enhancement, and strategy formulation. Entrepreneurs consult advisors in knowledge sharing activities. Trust is dominant in these entrepreneur-advisor relationships as entrepreneurs rely on an advisor's judgment to keep venture ideas away from competitors. However, the relationships between trust, knowledge sharing, and knowledge security during the preoperational stage of a new high-tech venture are not directly examined in many research studies. Concerning types of trust, McAllister (1995) defines two types of interpersonal trust: affective trust, which develops from emotional bonds between individuals, and calculative trust, which is based on an individual's level of competence and reliability. The present study applies McAllister's (1995) theory of types of trust to Kale, Singh, and Perlmutter (2000) findings to examine how trust relationships between entrepreneurs and advisors affect knowledge sharing and an entrepreneur's use of NDAs. This dissertation's research primary question is, "How does trust between an entrepreneur and advisors affect knowledge sharing and choices of knowledge security mechanisms during the preoperational stage of a new high-tech venture?" I used de Koning and Muzyka's (1999) classification of the entrepreneur's social context to define three advisor types: Close Friends, Business Associates, and Licensed Professionals. Linking these types with literature on trust and knowledge, I hypothesize seven relationships dealing with trust, knowledge sharing, and knowledge security. I used structured and non-structured interview formats to collect data on 143 entrepreneur/advisor relationships in South Florida. / The results confirmed that relationship length significantly contributed to affective trust and entrepreneurs were more likely to share knowledge with Business Associates than with Close Friends or Licen found t o be the dominant form of trust driving knowledge sharing but affective trust was not significantly found to impact the use of NDAs. Entrepreneurs expected all advisor types to be competent, experienced, and skilled, reporting nonsignificant differences in calculative trust across advisor types. I did not find the use of NDAs to be associated with any particular advisor type. Rather, NDAs were seldom used during the preoperational stage for reasons such as the entrepreneurs' desires to maintain positive relationships with advisors, along with their reliance on a strong institutional background. / by Abiola Omoyeni Fanimokun. / Thesis (Ph.D.)--Florida Atlantic University, 2010. / Includes bibliography. / Electronic reproduction. Boca Raton, Fla., 2010. Mode of access: World Wide Web.

University of Macau / Faculty of Business Administration. / Department of Accounting and Information Management

Ma Yue. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2000. / Includes bibliographical references (leaves 31-36). / Abstracts in English and Chinese.

by Wong Kar Shun. / Thesis (M.Phil.)--Chinese University of Hong Kong, 1998. / Includes bibliographical references (leaves 252-164). / Abstract also in Chinese. / ABSTRACT --- p.i / PREFACE --- p.ii / Chapter chapter i --- introduction / Chapter 1.1 --- Research Questions and Objectives --- p.1 / Chapter 1.2 --- Background of Study --- p.3 / Chapter 1.2.1 --- The Importance of Corporate Disclosures --- p.3 / Chapter 1.2.2 --- The Nature of Corporate Disclosures in Hong Kong --- p.5 / Chapter 1.2.3 --- A Brief Review of Previous Empirical Voluntary Disclosure Studies --- p.9 / Chapter 1.2.3.1 --- Agency-Theory Based Studies --- p.10 / Chapter 1.2.4 --- Corporate Governance and Voluntary Disclosures --- p.15 / Chapter 1.3 --- Research Model and Hypotheses --- p.19 / Chapter 1.4 --- Research Approach and Design --- p.23 / Chapter 1.4.1 --- The Postal Survey --- p.24 / Chapter 1.4.2 --- Annual Reports --- p.24 / Chapter 1.4.3 --- Variables Measurement --- p.25 / Chapter 1.4.3.1 --- The Measurement of Dependent Variables --- p.25 / Chapter 1.4.3.2 --- The Measurement of Independent Variables --- p.27 / Chapter 1.4.4 --- Data Analysis --- p.30 / Chapter 1.5 --- Justifications of the Study --- p.30 / Chapter 1.6 --- Significance and Potential Contributions of the Study --- p.32 / Chapter 1.7 --- Organization of the Thesis --- p.35 / Chapter chapter ii --- literature review on corporate disclosure / Chapter 2.1 --- Scope of Review --- p.36 / Chapter 2.2 --- Theoretical Literature Review on Corporate and Voluntary Disclosure --- p.38 / Chapter 2.2.1 --- Overview --- p.38 / Chapter 2.2.2 --- The Agency theory of Disclosure --- p.39 / Chapter 2.2.3 --- Signaling Theory --- p.42 / Chapter 2.2.4 --- Contingency Theory --- p.45 / Chapter 2.2.5 --- Capital Need Theory --- p.46 / Chapter 2.2.6 --- Proprietary Cost Theory --- p.47 / Chapter 2.2.7 --- Other Theories or Justifications for Corporate and Voluntary Disclosure --- p.48 / Chapter 2.2.8 --- Conclusion of Disclosure Theories --- p.49 / Chapter 2.3 --- Empirical Literature Review of Corporate Disclosure --- p.50 / Chapter 2.3.1 --- Corporate Disclosure Surveys --- p.50 / Chapter 2.3.1.1 --- The Usefulness and Information Value of Annual Reports as Perceived by External Users --- p.51 / Chapter 2.3.1.2 --- External Users' Information Requirements --- p.54 / Chapter 2.3.1.3 --- Corporate Preparers' Attitudes to Disclosure / Comparison of the Perceptions between Preparers and Users --- p.55 / Chapter 2.3.2 --- A Review of the Empirical Disclosure Studies --- p.59 / Chapter 2.3.2.1 --- Introduction --- p.59 / Chapter 2.3.2.2 --- The Independent Variables Used in Empirical Disclosure Studies --- p.60 / Chapter 2.3.2.2.1 --- "Agency Theory, Signaling Theory and Political Cost Related Variables" --- p.60 / Chapter 2.3.2.2.1.1 --- Firm Size --- p.60 / Chapter 2.3.2.2.1.2 --- Listing Status --- p.62 / Chapter 2.3.2.2.1.3 --- Raising Capital --- p.62 / Chapter 2.3.2.2.1.4 --- Assets-in-Place --- p.63 / Chapter 2.3.2.2.1.5 --- Leverage --- p.64 / Chapter 2.3.2.2.1.6 --- Size of Auditor --- p.64 / Chapter 2.3.2.2.1.7 --- Industry Type --- p.65 / Chapter 2.3.2.2.1.8 --- Ownership Structure --- p.66 / Chapter 2.3.2.2.1.9 --- Independent Non-executive Directors --- p.66 / Chapter 2.3.2.2.2 --- Proprietary Cost Variables --- p.67 / Chapter 2.3.2.2.3 --- Contingency Variables --- p.68 / Chapter 2.3.2.3 --- The Dependent Variables Used in Disclosure Studies --- p.69 / Chapter 2.3.2.3.1 --- Disclosure Index Studies --- p.69 / Chapter 2.3.2.3.2 --- Specific Disclosure Choice Studies --- p.75 / Chapter 2.4 --- Chapter Summary --- p.79 / Chapter chapter iii --- literature review on corporate governance / Chapter 3.1 --- Introduction --- p.81 / Chapter 3.2 --- Theoretical Literature Review on Corporate Governance --- p.81 / Chapter 3.2.1 --- The Definition and Scope of Corporate Governance --- p.81 / Chapter 3.2.2 --- The Theoretical Context of Corporate Governance --- p.83 / Chapter 3.2.2.1 --- Agency Theory of Corporate Governance --- p.84 / Chapter 3.2.3 --- The Evolution and Functions of Various Corporate Governance Structures --- p.86 / Chapter 3.2.3.1 --- The Board of Directors --- p.86 / Chapter 3.2.3.2 --- Independent Non-Executive Directors --- p.88 / Chapter 3.2.3.3 --- Board Committees --- p.88 / Chapter 3.2.3.3.1 --- Audit Committee --- p.90 / Chapter 3.2.3.3.2 --- Remuneration Committee --- p.90 / Chapter 3.2.3.3.3 --- Non-executive Chairman --- p.91 / Chapter 3.2.4 --- Corporate Governance Movement in Various Parts of the World --- p.92 / Chapter 3.2.4.1 --- Corporate Governance in U.K --- p.92 / Chapter 3.2.4.2 --- Corporate Governance in the USA --- p.94 / Chapter 3.2.4.3 --- Corporate Governance in Continental Europe --- p.94 / Chapter 3.2.4.4 --- Corporate Governance in the Far East --- p.95 / Chapter 3.2.4.4.1 --- Corporate Governance in China --- p.95 / Chapter 3.2.4.4.2 --- Other Asian Countries --- p.96 / Chapter 3.2.4.4.3 --- Corporate Governance in Hong Kong --- p.96 / Chapter 3.3 --- Empirical Literature Review of Corporate Governance --- p.99 / Chapter 3.3.1 --- Corporate Governance Surveys --- p.99 / Chapter 3.3.1.1 --- Price Waterhouse Survey in 1995 --- p.99 / Chapter 3.3.1.2 --- HKSA's surveys in 1995 and 1997 --- p.102 / Chapter 3.3.2 --- The Effectiveness of Corporate Governance on Firm Performance --- p.104 / Chapter 3.3.2.1 --- Independent Non-executive Directors --- p.105 / Chapter 3.3.2.2 --- Ownership structure --- p.106 / Chapter 3.4 --- Chapter Summary --- p.106 / Chapter chapter iv --- hypotheses development / Chapter 4.1 --- Introduction --- p.108 / Chapter 4.2 --- The Research Model I: The Relationship between Corporate Governance / Specific Firm Attributes and the Extent of Voluntary Disclosures --- p.109 / Chapter 4.2.1 --- Corporate Governance Structures Variables --- p.111 / Chapter 4.2.1.1 --- The Ratio of Independent Non-executive Directors to Total Directors on Board (INDs) --- p.111 / Chapter 4.2.1.2 --- The Existence of Audit Committee --- p.113 / Chapter 4.2.1.3 --- The Existence of Dominant Personality --- p.114 / Chapter 4.2.1.4 --- The Percentage of Family Members on Board --- p.115 / Chapter 4.2.2 --- Corporate Ownership Structures --- p.116 / Chapter 4.2.2.1 --- Family's Share Ownership --- p.116 / Chapter 4.2.2.2 --- Concentration of Share Ownership / The Existence of a Non-director Dominant Shareholder (s) --- p.117 / Chapter 4.2.2.3 --- Directors' Personal Share Ownership --- p.119 / Chapter 4.2.2.4 --- Independent Non-executive Directors' Personal Share / Chapter 4.2.2.5 --- Ownership --- p.120 / Chapter 4.2.3 --- Controlling Variables --- p.121 / Chapter 4.2.3.1 --- Firm Size --- p.121 / Chapter 4.2.3.2 --- Assets-in-Place --- p.122 / Chapter 4.2.3.3 --- Financial Leverage --- p.123 / Chapter 4.2.3.4 --- Profitability --- p.123 / Chapter 4.2.3.3 --- Industry Type --- p.124 / Chapter 4.2.3.6 --- Excluded Variables --- p.125 / Chapter 4.3 --- Research Model II (The Relationship between Disclosure Strategy adopted by firms and Corporate Governance/Specific Firm Attributes) --- p.126 / Chapter 4.4 --- Chapter Summary --- p.126 / Chapter chapter v --- research methodology and design / Chapter 5.1 --- Introduction --- p.129 / Chapter 5.2 --- The Research Approach --- p.129 / Chapter 5.2.1 --- The Postal Survey --- p.130 / Chapter 5.2.2 --- The Empirical Testing of Hypotheses --- p.130 / Chapter 5.3 --- Survey Design and Data Collection --- p.131 / Chapter 5.3.1 --- The Development of the Survey Instrument --- p.131 / Chapter 5.3.2 --- Pilot Study --- p.132 / Chapter 5.3.3 --- Questionnaire Contents --- p.133 / Chapter 5.3.4 --- Sample of Main Survey --- p.136 / Chapter 5.3.5 --- Questionnaire Distribution and Response Rate --- p.136 / Chapter 5.3.6 --- Testing for Non-Response Bias --- p.139 / Chapter 5.3.7 --- Characteristics of Sample Preparer Firms --- p.139 / Chapter 5.3.8 --- Respondent Titles --- p.141 / Chapter 5.4 --- The Measurement of the Research Models --- p.143 / Chapter 5.4.1 --- The Measurement of Variables in the First Research Model --- p.143 / Chapter 5.4.1.1 --- The Measurement of the Dependent Variable --- p.143 / Chapter 5.4.1.2 --- The Measurement of the Independent Variables --- p.144 / Chapter 5.4.2 --- The Measurement of Variables in the Second Research Model --- p.146 / Chapter 5.4.2.1 --- The Measurement of the Dependent Variables --- p.146 / Chapter 5.4.2.2 --- The Measurement of the Independent Variable --- p.146 / Chapter 5.5 --- Data Analysis Tools --- p.147 / Chapter 5.5.1 --- Descriptive Analysis of the Survey Data --- p.147 / Chapter 5.5.2 --- Multivariate Analysis --- p.148 / Chapter 5.6 --- Summary --- p.156 / Chapter chapter vi --- field survey findings / Chapter 6.1 --- Introduction --- p.151 / Chapter 6.2 --- "Analysts Users' Perceived Importance, Attributes and Usage Behaviour of Annual Reports" --- p.152 / Chapter 6.2.1 --- Major Sources of Corporate Communication --- p.152 / Chapter 6.2.2 --- Attributes of Annual Reports (vs Other Source of Information) --- p.154 / Chapter 6.2.3 --- Preparers' Perceived Importance of Different Types of Annual Report Users --- p.155 / Chapter 6.2.4 --- Number and Time Spent on Reading Annual Reports by Users --- p.157 / Chapter 6.2.5 --- Extent of Usage of Various Types of Information in the Annual Reports by Users --- p.158 / Chapter 6.3 --- Disclosure Process and Strategy --- p.160 / Chapter 6.3.1 --- The Extent that Users' Information Needs are Considered as a Top Priority in the Disclosure Process --- p.160 / Chapter 6.3.2 --- Disclosure Strategy/Process of Firms --- p.161 / Chapter 6.3.3 --- External Factors Affecting Corporate Disclosure Strategy --- p.164 / Chapter 6.3.4 --- Internal Participants Affecting Corporate Disclosure Strategy --- p.166 / Chapter 6.3.5 --- Impact of Corporate Governance Structures on Corporate Disclosures Strategy --- p.167 / Chapter 6.4 --- Costs/Benefits and Importance of Different Voluntary Disclosure Items Perceived by Preparers and Users --- p.169 / Chapter 6.4.1 --- Benefits of Voluntary Disclosure --- p.171 / Chapter 6.4.2 --- Costs of Voluntary Disclosure --- p.172 / Chapter 6.4.3 --- Net Benefits and Costs of Voluntary Disclosure --- p.173 / Chapter 6.4.4 --- Perceived Importance of Different Types of Voluntary Disclosure Items by Users --- p.176 / Chapter 6.5 --- Preparers' and Users' Perceptions of Capital Market Functioning and the Effectiveness of Corporate Disclosure --- p.178 / Chapter 6.5.1 --- The Short Term/Long Term Efficiency of Hong Kong Capital Market --- p.178 / Chapter 6.5.2 --- The Impression of Share Values --- p.179 / Chapter 6.5.3 --- The Qualitative Characteristics of Financial Reportingin Hong Kong --- p.180 / Chapter 6.5.4 --- The Existence of Communication Gap and its Impact on Share Values --- p.182 / Chapter 6.5.5 --- Adequacy and Effectiveness of Current Corporate Disclosure in Hong Kong --- p.183 / Chapter 6.5.6 --- The Need of More Disclosure Requirements and Types of Information Disclosures --- p.185 / Chapter 6.6 --- Summary --- p.188 / Chapter chapter vii --- hypothesis testing / Chapter 7.1 --- Introduction --- p.190 / Chapter 7.2 --- Descriptive Analysis of the Variables in the Research Model --- p.190 / Chapter 7.3 --- Test for the First Research Model (Extent of Voluntary Disclosures as the Dependent Variable) --- p.195 / Chapter 7.2.1 --- Bivariate Analysis --- p.195 / Chapter 7.2.2 --- Multiple Regression Models and Assumption Testings --- p.198 / Chapter 7.2.3 --- Test of Violation of Multiple Regression Assumptions --- p.199 / Chapter 7.2.4.1 --- Linearity --- p.200 / Chapter 7.2.4.2 --- Normality --- p.201 / Chapter 7.2.4.3 --- Constant Variance of Residuals --- p.201 / Chapter 7.2.4.4 --- Non-Multicollinearity --- p.202 / Chapter 7.2.4.5 --- Log Transformation of the Model --- p.203 / Chapter 7.2.4.6 --- Multivariate Empirical Results --- p.204 / Chapter 7.2.4.7 --- Extent of Voluntary Disclosure --- p.205 / Chapter 7.4 --- Testing of the Second Research Model --- p.207 / Chapter 7.3.1 --- The Testing of Assumptions of the Second Research Model --- p.208 / ANOVA Results --- p.208 / Chapter 7.5 --- Chapter Summary --- p.212 / Chapter CHAPTER VIII --- "SUMMARY, DISCUSSION AND CONCLUSION" / Chapter 8.1 --- Overview of the Study --- p.214 / Chapter 8.2 --- The Current State and Effectiveness of Corporate Disclosure in Hong Kong --- p.217 / Chapter 8.3 --- Discussion of the Current State of Annual Report Disclosure and the Corporate Governance --- p.220 / Chapter 8.4 --- Discussion of Hypotheses Testing Results --- p.221 / Chapter 8.4.1 --- Hypothesis Related to Corporate Governance --- p.221 / Chapter 8.4.2 --- Hypothesis Related to Other Specific Firm Attributes --- p.226 / Chapter 8.5 --- Limitations of the Study --- p.228 / Chapter 8.5.1 --- Limitations of the Survey Questionnaires --- p.228 / Chapter 8.5.2 --- Credibility of Disclosures --- p.229 / Chapter 8.6 --- Contributions of the Study --- p.230 / Chapter 8.1 --- Recommendations for Further Study --- p.231 / Chapter 8.2 --- Conclusions --- p.233 / appendix --- p.235 / Chapter 1. --- Mailed Survey Instrument (Corporate Report Preparers' Version) --- p.235 / Chapter 2. --- Mailed Survey Instrument (Financial Analysts' Version) --- p.244 / REFERENCE --- p.252

金融危机中发达证券化市场出现的信息披露问题给新兴市场敲响了警钟。这些新兴市场意识到在引入证券化的有关结构性改革措施的同时，增加信息披露和市场透明度也十分重要。 / 首先，本文就金融危机中证券化所暴露的问题和危险进行分析。在证券化过程中存在的一系列结构和制度性问题中，有关基础资产质量和风险转移的信息披露和透明度不足。这个问题在金融危机中尤其突出，美国次贷市场中低质量的抵押贷款得以通过证券化将这些贷款的风险以一种复杂且不透明的方式散布到整个金融体系。 / 第二，本文首先回顾了信息披露在现代金融监管中的角色和作用。接着分析了证券化产品的信息披露的特殊性以及美国和欧盟采用的不同披露监管制度。次之，本文介绍了金融危机后各国就证券化信息披露制度的缺陷进行的改革措施。 / 第三，本文重点分析了中国证券化市场中的信息不对称问题，以及信息披露制度的严重缺陷。鉴于从金融危机中所获取的经验和教训，以及中国证券化市场的特点，本文通过对比分析来探讨一个健全的信息披露制度对新兴的中国证券化市场潜在的影响，以及该制度是否能支撑这个市场的健康和可持续发展。本研究最后提出具体建议来改进中国现有的证券化信息披露制度，这些建议将有助于减少证券化本身固有的风险。 / Disclosure failures exposed in mature securitization markets during the global financial crisis sent warnings to emerging markets. Those emerging markets learned that it is critical to improve disclosure and market transparency in addition to the introduction of broad structural reforms into the securitization process. / First, an investigation into the dangers associated with asset securitization shows a number of structural and institutional flaws in the securitization process. The lack of adequate disclosure and the poor level of transparency regarding asset quality and risk transfer were paramount. This became obvious during the 2007-09 financial crisis as the risks associated with low-quality residential mortgage loans in the United States were distributed along the securitization process to the entirety of the financial sector in a complex and relatively opaque way. / Second, I review of the role of disclosure in financial regulation. There will be an assessment of the special features of securitization-related disclosure regulation and the different disclosure regulatory systems adopted in the US and the EU. This will be followed by an introduction of post-crisis disclosure reform initiatives. / Thirdly, I will examine the poor level of market transparency and the lack of adequate disclosure requirements. This leads to an analysis of the consequent information asymmetry problems that are endemic to the Chinese securitization market. Based on lessons drawn from the financial crisis and the unique characteristics of the Chinese securitization market, I then explore from a comparative point of view the potential impact of a comprehensive and sound disclosure regime and examine whether it can support a sustainable and healthy development for the emerging Chinese securitization market. This study concludes with specific proposals that aim to promote the effectiveness of disclosure and transparency for the purpose of curtailing risks inherent in securitization in the Chinese Context. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Tan, Fugui. / "November 2012." / Thesis (Ph.D.)--Chinese University of Hong Kong, 2013. / Includes bibliographical references. / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese. / Abstract --- p.i / 摘要 --- p.iii / Acknowledgements --- p.iv / Table of Abbreviations --- p.v / List of Diagrams and Tables --- p.vii / Chapter Chapter 1 --- Introduction --- p.1 / Chapter 1.1 --- Rationale and Research Questions --- p.1 / Chapter 1.1.1 --- General --- p.1 / Chapter 1.1.2 --- Information Problems in Securitization Processes and Markets --- p.3 / Chapter 1.1.3 --- Disclosure and Securitization --- p.4 / Chapter 1.1.4 --- Securitization Disclosure Regulation in China --- p.5 / Chapter 1.1.5 --- Research Questions --- p.8 / Chapter 1.2 --- Organization --- p.9 / Chapter 1.3 --- Research Methodology --- p.10 / Chapter Chapter 2 --- Securitization and Its Evolution --- p.14 / Chapter 2.1 --- Introduction --- p.14 / Chapter 2.2 --- An Overview of Securitization --- p.14 / Chapter 2.2.1 --- General --- p.14 / Chapter 2.2.2 --- Definition and Transaction Structure --- p.14 / Chapter 2.2.3 --- Transaction Parties and Structural Issues --- p.16 / Chapter 2.2.3.1 --- General --- p.16 / Chapter 2.2.3.2 --- Originator / Sponsor --- p.18 / Chapter 2.2.3.3 --- The Issuing Entity - SPV --- p.20 / Chapter 2.2.3.4 --- Credit Rating Agencies --- p.22 / Chapter 2.2.3.5 --- Arranger / Underwriter --- p.23 / Chapter 2.2.3.6 --- Servicer --- p.24 / Chapter 2.2.3.7 --- Trustee --- p.25 / Chapter 2.2.3.8 --- Legal Counsel --- p.26 / Chapter 2.2.3.9 --- Structural Issues --- p.26 / Chapter 2.3 --- Main Legal Issues and Challenges --- p.31 / Chapter 2.3.1 --- General --- p.31 / Chapter 2.3.2 --- The Validity of the Asset Transfer --- p.32 / Chapter 2.3.2.1 --- True Sale --- p.32 / Chapter 2.3.2.2 --- Alternatives to True Sale --- p.35 / Chapter 2.3.2.3 --- Re-characterization --- p.39 / Chapter 2.3.3 --- Bankruptcy Remoteness --- p.40 / Chapter 2.3.3.1 --- Bankruptcy Remoteness of the SPV --- p.40 / Chapter 2.3.3.2 --- Risk of Substantive Consolidation --- p.41 / Chapter 2.4 --- Legal Documentation in the Securitization Process --- p.44 / Chapter 2.4.1 --- General --- p.44 / Chapter 2.4.2 --- Transfer Agreements --- p.44 / Chapter 2.4.3 --- Trust Deeds --- p.44 / Chapter 2.4.4 --- Servicing Agreements --- p.45 / Chapter 2.4.5 --- Offering Circulars and Prospectuses --- p.45 / Chapter 2.4.6 --- Other Documentation --- p.46 / Chapter 2.5 --- The Rationale of Securitization --- p.46 / Chapter 2.5.1 --- General --- p.46 / Chapter 2.5.2 --- Balance Sheet Considerations --- p.47 / Chapter 2.5.3 --- Cheaper Funding --- p.51 / Chapter 2.5.4 --- Matching Assets and Liabilities --- p.52 / Chapter 2.5.5 --- Obtaining A Varied Investor Base --- p.53 / Chapter 2.5.6 --- Risk Management --- p.53 / Chapter 2.5.7 --- Making Profits through Arbitrage --- p.54 / Chapter 2.6 --- The Evolution of Securitization --- p.54 / Chapter 2.6.1 --- General --- p.54 / Chapter 2.6.2 --- Securitization and Structured Finance --- p.55 / Chapter 2.6.3 --- The Variety of Asset Types and Securitized Products --- p.56 / Chapter 2.6.3.1 --- General --- p.56 / Chapter 2.6.3.2 --- MBSs --- p.57 / Chapter 2.6.3.3 --- ABSs --- p.57 / Chapter 2.6.3.4 --- CDOs --- p.58 / Chapter 2.6.4 --- Static and Dynamic Securitization Structures --- p.61 / Chapter 2.6.4.1 --- Static Structure --- p.61 / Chapter 2.6.4.2 --- Dynamic Structure --- p.61 / Chapter 2.6.5 --- International Diffusion of Securitization --- p.64 / Chapter 2.7 --- Conclusion --- p.68 / Chapter Chapter 3 --- Information Failures in Securitization: the Example of the 2007-09 Financial Crisis --- p.71 / Chapter 3.1 --- Introduction --- p.71 / Chapter 3.2 --- From the Subprime Mortgage Meltdown to the Financial Crisis --- p.73 / Chapter 3.3 --- Information Asymmetries in Mortgage Securitization Markets --- p.83 / Chapter 3.3.1 --- General --- p.83 / Chapter 3.3.2 --- Information Asymmetries at the Loan-Origination Level --- p.84 / Chapter 3.3.2.1 --- Originator’s Information Advantage --- p.84 / Chapter 3.3.2.2 --- Problems of the Originate-To-Distribute Model --- p.86 / Chapter 3.3.2.3 --- Moral Hazard in the Mortgage Markets --- p.91 / Chapter 3.3.2.4 --- The Failure of Preventive Mechanisms --- p.93 / Chapter 3.3.3 --- Information Asymmetries in the Securitization Process --- p.96 / Chapter 3.3.3.1 --- General --- p.96 / Chapter 3.3.3.2 --- Information Asymmetries between Securitizers and Investors --- p.97 / Chapter 3.3.3.3 --- Information Asymmetries between Servicers and Investors --- p.99 / Chapter 3.3.3.4 --- Limitations of US Disclosure Regulation --- p.101 / Chapter 3.3.4 --- Information Failures Caused by the Complexity of Securitized Products --- p.107 / Chapter 3.3.5 --- Information Failures in the Credit Rating Process --- p.111 / Chapter 3.3.5.1 --- General --- p.111 / Chapter 3.3.5.2 --- The Role of Credit Ratings in the Securitization Industry --- p.112 / Chapter 3.3.5.3 --- Information Failure in the Credit Rating Industry --- p.114 / Chapter 3.3.6 --- The Impacts of Insufficient Disclosure during the Financial Crisis --- p.119 / Chapter 3.4 --- Conclusion --- p.121 / Chapter Chapter 4 --- Disclosure and Securitization --- p.124 / Chapter 4.1 --- Introduction --- p.124 / Chapter 4.2 --- The Role of Disclosure in Financial Markets --- p.125 / Chapter 4.2.1 --- General --- p.125 / Chapter 4.2.2 --- Protection of Investors --- p.128 / Chapter 4.2.3 --- Promotion of Market Efficiency --- p.129 / Chapter 4.2.4 --- Reduction of Systemic Risk --- p.132 / Chapter 4.2.5 --- Disclosure Based Regulatory System versus Merit Based Regulatory System --- p.133 / Chapter 4.3 --- Securitization Disclosure Regulation --- p.136 / Chapter 4.3.1 --- The Characteristics of Securitization Disclosure Regulation --- p.136 / Chapter 4.3.1.1 --- General --- p.136 / Chapter 4.3.1.2 --- Assets versus the Issuing Entity --- p.136 / Chapter 4.3.1.3 --- Vertical versus Horizontal --- p.138 / Chapter 4.3.1.4 --- Mandatory versus Voluntary Disclosure --- p.139 / Chapter 4.3.2 --- US and EU Disclosure Requirements for Public Offerings of Asset-Backed Securities --- p.141 / Chapter 4.3.2.1 --- General --- p.141 / Chapter 4.3.2.2 --- US Asset-Backed Securities Disclosure --- p.142 / Chapter 4.3.2.3 --- EU Asset-Backed Securities Disclosure --- p.144 / Chapter 4.3.2.4 --- Information on Transaction Parties in US and EU ABS Prospectuses --- p.147 / Chapter 4.3.2.5 --- Information on Transaction Structures in US and EU ABS Prospectuses --- p.152 / Chapter 4.3.2.6 --- Information on the Underlying Assets in US and EU ABS Prospectuses --- p.154 / Chapter 4.3.3 --- Post-Issuance Disclosure: EU Post-Issuance Reporting and US Ongoing Reporting --- p.155 / Chapter 4.3.4 --- A Comparison between the EU and US Disclosure Regulations --- p.157 / Chapter 4.4 --- Policy Initiatives for the Improvement of Securitization Disclosure --- p.160 / Chapter 4.4.1 --- An Overview of Policy Initiatives --- p.160 / Chapter 4.4.2 --- Enhancing Disclosure on the Underlying Assets --- p.163 / Chapter 4.4.2.1 --- Asset-Level Information --- p.163 / Chapter 4.4.2.2 --- Enhancing Disclosure for the Due Diligence Efforts of the Issuer --- p.166 / Chapter 4.4.3 --- Enhancing Disclosure on Transaction Structures --- p.167 / Chapter 4.4.4 --- Efficient and Smart Disclosure --- p.168 / Chapter 4.4.5 --- Improved Disclosure on Credit Ratings --- p.170 / Chapter 4.4.6 --- Disclosure in Private Markets --- p.172 / Chapter 4.5 --- Interaction between Disclosure and Other Policy Initiatives --- p.173 / Chapter 4.5.1 --- General --- p.174 / Chapter 4.5.2 --- Reducing Conflict of Interests --- p.174 / Chapter 4.5.3 --- Product Standardization and Simplification --- p.177 / Chapter 4.5.4 --- Improving Credit Ratings --- p.178 / Chapter 4.5.5 --- The Interaction between Disclosure and other Policy Initiatives --- p.179 / Chapter 4.6 --- Conclusion --- p.180 / Chapter Chapter 5 --- Securitization Practices and Laws in China --- p.182 / Chapter 5.1 --- Introduction --- p.182 / Chapter 5.2 --- An Overview of the Economic Reforms in China --- p.183 / Chapter 5.2.1 --- Economic Reforms in China since 1978 --- p.183 / Chapter 5.2.2 --- SOE Reforms --- p.185 / Chapter 5.2.3 --- Banking Reforms --- p.190 / Chapter 5.2.4 --- The Development of Capital Markets --- p.195 / Chapter 5.3 --- The Introduction of Securitization in China --- p.201 / Chapter 5.3.1 --- General --- p.201 / Chapter 5.3.2 --- Stage I (1990s -2004): From Offshore Securitization Deals to Domestic Experiments --- p.202 / Chapter 5.3.2.1 --- General --- p.202 / Chapter 5.3.2.2 --- Offshore Securitization Deals --- p.202 / Chapter 5.3.2.3 --- Domestic Securitization Experiments - NPL Deals --- p.205 / Chapter 5.3.3 --- Stage II (2005- present): Pilot Securitization Programs in China --- p.207 / Chapter 5.3.3.1 --- The Emergence of the Interbank Securitization Market --- p.207 / Chapter 5.3.3.2 --- Securitization by Non-Financial Institutions: Special Asset Management Plan (SAMP) --- p.215 / Chapter 5.4 --- Legal Framework for Securitization in China --- p.220 / Chapter 5.4.1 --- General --- p.220 / Chapter 5.4.2 --- Stage I: (1990s -2004) --- p.221 / Chapter 5.4.2.1 --- Specific SPV Issues --- p.221 / Chapter 5.4.2.2 --- True Sale --- p.223 / Chapter 5.4.2.3 --- Transfer of Security Interests --- p.224 / Chapter 5.4.2.4 --- Tax and Accounting Issues --- p.227 / Chapter 5.4.3 --- Stage II: 2005 - Present --- p.228 / Chapter 5.4.3.1 --- The Legal Framework for the Interbank Securitization Market --- p.228 / Chapter 5.4.3.2 --- The Legal Framework for SAMPs --- p.249 / Chapter 5.5 --- Problems of A Sustainable Development of Securitization in China in Light of --- p.the / Chapter Global --- Financial Crisis --- p.254 / Chapter 5.5.1 --- General --- p.254 / Chapter 5.5.2 --- Insufficient Information Disclosure --- p.255 / Chapter 5.5.3 --- Overreliance on Rating Agencies --- p.257 / Chapter 5.5.4 --- Moral Hazard Problem --- p.259 / Chapter 5.6 --- Conclusion --- p.260 / Chapter Chapter 6 --- Sustainable Securitization Disclosure Regulation in China: Status, Problems, and Suggestions --- p.262 / Chapter 6.1 --- Introduction --- p.262 / Chapter 6.2 --- Disclosure Regulations in China’s Interbank Securitization Market --- p.264 / Chapter 6.2.1 --- General --- p.264 / Chapter 6.2.2 --- Parties Responsible for the Information Disclosure --- p.267 / Chapter 6.2.2.1 --- The Legal Framework --- p.267 / Chapter 6.2.2.2 --- Problems of the Legal Framework --- p.271 / Chapter 6.2.2.3 --- Suggestions --- p.272 / Chapter 6.2.3 --- Disclosure Requirements related to Prospectuses --- p.273 / Chapter 6.2.3.1 --- General --- p.273 / Chapter 6.2.3.2 --- Information on Transaction Parties --- p.275 / Chapter 6.2.3.3 --- Information on Transaction Structures and Asset-Backed Securities --- p.277 / Chapter 6.2.3.4 --- Information on the Underlying Assets --- p.281 / Chapter 6.2.4 --- Ongoing Reporting --- p.289 / Chapter 6.2.4.1 --- General --- p.289 / Chapter 6.2.4.2 --- The Legal Framework --- p.290 / Chapter 6.2.4.3 --- Problems of the Legal Framework --- p.291 / Chapter 6.2.4.4 --- Legal Practice and Problems --- p.292 / Chapter 6.2.4.5 --- Suggestions --- p.293 / Chapter 6.2.5 --- Disclosure in Relation to Credit Ratings --- p.295 / Chapter 6.2.5.1 --- General --- p.295 / Chapter 6.2.5.2 --- The Legal Framework --- p.295 / Chapter 6.2.5.3 --- Problems of the Legal Framework --- p.296 / Chapter 6.2.5.4 --- Legal Practice and Problems --- p.296 / Chapter 6.2.5.5 --- Suggestions --- p.297 / Chapter 6.2.6 --- General Principles --- p.297 / Chapter 6.2.6.1 --- General --- p.297 / Chapter 6.2.6.2 --- The Legal Framework --- p.298 / Chapter 6.2.6.3 --- Problems of the Legal Framework --- p.299 / Chapter 6.2.6.4 --- Legal Practice and Problems --- p.300 / Chapter 6.2.6.5 --- Suggestions --- p.302 / Chapter 6.3 --- A Feasible Disclosure Approach for China’s Securitization Regulation --- p.311 / Chapter 6.3.1 --- General --- p.311 / Chapter 6.3.2 --- The Transferability of Foreign Disclosure Models to China --- p.311 / Chapter 6.3.2.1 --- Legal Transplants --- p.311 / Chapter 6.3.2.2 --- Transplanting Foreign Disclosure Models to China --- p.315 / Chapter 6.3.3 --- A Hybrid of Disclosure Based and Merit Based System --- p.319 / Chapter 6.3.3.1 --- General --- p.319 / Chapter 6.3.3.2 --- Merits of Merit Based Approach for China’s Securitization Regulation --- p.320 / Chapter 6.3.3.3 --- Excursus: Improving Current Merit Based System --- p.323 / Chapter 6.4 --- The Implementation of Disclosure Regulation --- p.325 / Chapter 6.5 --- Conclusion --- p.328 / Chapter Chapter 7 --- Final Remarks --- p.330 / Reference List --- p.336 / Chapter Part I. --- Chinese-Language Literature and Legal Instruments --- p.336 / Chapter 1. --- Books, Book Chapters and Articles --- p.336 / Chapter 2. --- ABS Prospectuses, Trustee Reports, and Credit Rating Reports --- p.341 / Chapter 3. --- Chinese Laws and other Legal Instruments --- p.342 / Chapter a. --- Laws by the National People’s Congress and Its Standing Committee --- p.342 / Chapter b. --- Administrative Regulations by the State Council and Departmental Administrative Rules by the Ministries --- p.344 / Chapter Part II. --- English-Language Literature and Legal Instruments --- p.348 / Chapter 1. --- Books, Book Chapters and Articles --- p.348 / Chapter 2. --- Laws and Other Legal Instruments --- p.375

This thesis extends the literature on institutional accounting by providing a new channel---proprietary information leakage between competitors---through which institutions affect accounting attributes and information disclosure. Weak property rights protection exacerbates outflow of proprietary information on operation, thus reduces managers' incentive to disclose financial information and other operation related information since the disclosed information will be helpful for competitors to learn more about proprietary information on operation of the firm. The channel is built with two links. One is the link between property rights protection and R&D spillovers, which proxy for proprietary information disclosure, and the other is the link between R&D spillovers and transparency. Empirical results show that R&D spillovers are negatively associated with regional property rights protection. In addition, I find that innovation output depends less on in house R&D investment and more on R&D spillovers from competitors in regions with weak property rights protection than in regions with strong protection and that the level of R&D expenditures is positively associated with property rights protection. Some evidence is found that firms with more R&D spillovers are more likely to have opaque earnings and disclose less firm-specific information. The relationship is stronger in regions with weak property rights protection than in regions with strong protection, indicating that firms are more likely to utilize opacity to prevent proprietary information leakage when R&D spillovers are large. / Yu, Xin. / Adviser: Joseph P. H. Fan. / Source: Dissertation Abstracts International, Volume: 70-06, Section: A, page: 2123. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2008. / Includes bibliographical references (leaves 72-79). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. [Ann Arbor, MI] : ProQuest Information and Learning, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstracts in English and Chinese. / School code: 1307.