Research on Voluntary Information Disclosure (VID) has been of interest in several disciplines including, but not limited to, entrepreneurship, accounting, finance, law, and marketing. Although there has been extensive research on VID aimed at financial market investors, scant research in marketing exists on VID targeted at prospective business partners that can influence firm future performance significantly. Financial and marketing disclosures have been advocated for by investors and public policymakers as they mitigate the adverse selection problems between the firm and its stakeholders (e.g., investors, customers, and prospective channel partners). Managers are, however somewhat skeptical about its outcomes because of the cost of disclosures (i.e., ex-ante costs of collecting, processing and disseminating the information, ex-post costs of conflicts and litigations, competitive position and proprietary costs). My dissertation consists of three essays on voluntary disclosure of performance metrics in marketing channels and aims to enhance our understanding of the antecedents and consequences of such VIDs. The first essay examines the antecedents of ex-ante VID for standardized contracts in marketing channels. Prior literature in accounting, entrepreneurship, and marketing has investigated drivers of information disclosures to analysts, investors, and customers. Nonetheless, this study bridges the gap in examining why some firms disclose information to prospective channel partners when it cost them to do so and makes the firms vulnerable to competitors. If the disclosure is a signal of quality, we are also interested in knowing whether it is a substitute for other signals of quality or a complement. I draw on signaling and institutional theories to develop a theoretical framework and empirically test it through econometric analyses of multi-sector panel data for the U.S. franchising industry. The results suggest that firms (e.g., franchisors) make such disclosures to prospective business partners (e.g., franchisees) in order to signal profitability of partnering, to attract financial and managerial resources, and develop their entrepreneurial networks. This study contributes to signaling theory literature by investigating organizational quality signaling, providing empirical evidence for drivers of multiple signaling and shedding light on the conflicting views on substitutability or complementarity of multiple quality signals. The study has implications for managers who wish to attract potential business partners through signaling profitability of their business. Furthermore, there are some insights for regulators on the debate on making voluntary disclosures mandatory. The second essay examines the performance consequences of i) signaling through ex-ante voluntary disclosure of performance metrics and ii) screening through selection standards, in the formation stage of new partnerships in marketing channels. It is essential for many entrepreneurial business networks to expand their channel by attracting business partners while still preventing low-quality partners from joining the network. However, information asymmetry between the two parties introduces a double-sided adverse selection problem to the relationship. In other words, the heterogeneous quality - the ability to perform the job - of each party (i.e., the focal firm or the prospective partner) is unknown to the other party. To date, most of the empirical studies have addressed the issue from only one side, either from the perspective of the buyer or the supplier, and have assumed that the other side is open to the relationship. However, in a selective inter-firm relationship that both parties have the option to select the other party, adverse selection problems should be resolved for both of them to enhance the performance of the partnership. To bridge this gap in the literature (i.e., to mitigate double-sided adverse selection problems), I propose a novel framework based on signaling and transaction cost theories. This study suggests and empirically examines a complementary effect of the simultaneous use of signaling and screening on the firm performance. I integrate secondary data from various sources to shape a unique multi-sector panel data set that allows for assessment of the effects of these predictors on firm performance over time through a rigorous econometric model. Contrary to some claims in the extant literature, the results demonstrate that rigorous screening process hurts the firm performance unless it is combined with a proper quality signaling mechanism. This study contributes to the B2B marketing literature and provides implications for practitioners by shedding light on the performance implications of channel governance mechanisms such as signaling and screening. Further, it provides empirical support for the effects of B2B marketing strategies on firm sales revenue growth. The third essay looks closely into the voluntary disclosure of performance metrics. In the previous studies, the decision to disclose is operationalized as a binary variable of whether a firm discloses or not. In the absence of comprehensive regulation, disclosure strategies are subject to significant variation amongst firms, but can also vary over time within an individual firm. Through a content analysis of disclosure documents and scrutiny of the different components that comprise them, I explore the impact of disclosure content on firm performance. This study attempts to reconcile conflicting views of managers, investors, analysts, and regulators. On the one hand, VID should positively impact firm performance through mitigating information asymmetry. On the other hand, skeptical managers make the argument that VID negatively impacts a firm’s performance through costs of preparation, dissemination, potential litigation, and competition. Using a sample of publicly traded restaurant chains in the U.S., I empirically assess firm performance as a function of the disclosure strategy and its interactions with the firm’s characteristics and governance mechanisms. I collect independent variables from the firms’ disclosures through content analysis of public documents and obtain performance metrics of the firms in the stock market from Compustat. This study provides a novel context within which to investigate whether and how financial markets look at the firm’s disclosure behavior in dealing with its prospective channel partners, and it contributes to marketing-finance interface literature. My dissertation is positioned in the marketing strategy-entrepreneurship interface domain and is a multi-faceted study that looks at the phenomenon of VID from different angles and provides implications for several stakeholders. / Thesis / Doctor of Philosophy (PhD) / Distribution channel strategy has a long-term effect on firm performance, is associated with considerable irreversible costs, and can constitute a sustainable asset and competitive advantage for firms. Information asymmetry among the distribution channel members has been known as the basis of opportunistic actions in such exchange relationships. My dissertation research investigates drivers and consequences of information disclosure strategies and is focused on the firms’ voluntary disclosure of performance metrics at the inter-firm relationship formation stage of developing marketing channels. This dissertation consists of three inter-related essays. In the first one, I study drivers of voluntary information disclosures to prospective channel partners. Then, I investigate the performance consequences of such disclosures and their interactions with channel governance mechanisms such as screening, in the second study. Since firms are heterogeneous in the content of their disclosures, in the third study, I conduct a content analysis of the firm’s disclosures to understand its influence on firm performance. Based on Organizational Economics theories and Institutional Theory, I develop my theoretical frameworks and test them empirically using archival data. The empirical context for my work is the franchising industry because it is the most common type of partner-based retail system and is a significant component of the US economy as well as other developed countries and emerging economies. The research findings offer both theoretical and practical implications for researchers and practitioners and contribute to the literatures on signaling and transaction cost theories as well as information disclosure and franchising.

本文以「資訊公開」為研究的主要架構。資訊公開原則是證券交易制度中廣泛運用的法制精神，而公開說明書則是發行市場中最重要的資訊揭露工具。本文擬藉由公開說明書相關法律責任的探討，比較我國及美國法制的不同；再經由案例的介紹，了解實務運作上對於公開說明書不實之相關爭點的看法，並提出未來修法上的建議以供參考。 本論文之章節架構如下： 一、說明論文之研究背景與目的、研究範圍與方法及論文架構。 二、介紹經濟學中相關資訊公開之理論基礎：資訊不對稱理論及資訊不對稱現象所衍生之逆選擇與道德危機、效率市場假說以及代理理論等等。 三、介紹我國現有之強化資訊公開機制，包括公開資訊觀測站、資訊揭露評鑑制度、財務重點專區的建置、對使用者友善之資訊公開介面等等，以及鼓勵企業自願性揭露並建立完善的檢舉人制度。 四、說明證券交易法中與資訊公開原則相關之法律規定，再將公開說明書之定義及認定標準、公開說明書之功能、應編製公開說明書之情形及公開說明書之內容做詳細之介紹。 五、探討違反交付義務之民、刑事責任、公開說明書主要內容虛偽不實之民、刑事責任及實務案例之探討。 六、綜合以上，提出本文的結論與建議。

Les actionnaires sont au centre du gouvernement des entreprises. Bien qu'une certaine passivité leur soit parfois reprochée, simultanément, des craintes existent qu'une démocratie des actionnaires ne limite excessivement la gestion quotidienne des entreprises. Loin d'être incompatibles, ces deux remarques reflètent la diversité des actionnaires. En pratique, leurs attentes et leur comportement dépendent fortement de deux éléments : la part du capital ou des voix qu'ils détiennent de même que leur identité. Notre recherche porte sur la protection des actionnaires minoritaires dans le cadre d'opérations de prises de contrôle de sociétés publiques. Le sujet soulève une problématique d'une grande actualité dans le contexte canadien, contexte caractérisé par une concentration de l'actionnariat des sociétés publiques. Le sujet fait la conjonction de deux problèmes d'actualité. D'une part, la multiplication des prises de contrôle s'est accrue lors des dernières décennies et ce phénomène semble, plus que jamais, promis à un brillant avenir. D'autre part, le problème de la protection des actionnaires minoritaires se pose de façon toujours plus aiguë, dans le cadre des sociétés par actions de plus en plus importantes où leur rôle tend à s'amenuiser. / Shareholders are at the heart of corporate governance. While some reproach them a certain passivity, others, at the same time, fear that a shareholders' democracy could unduly limit the daily management of corporations. Far from being incompatible, these two statements reveal the wide diversity that surrounds shareholders. In practice, their expectations and their behavior strongly depend on two items: their share in capital or their share of votes, as well as their identity. Our thesis deals with the issue of minority shareholders' protection in the context of takeover operations involving public companies. This topic raises issues of great relevance and is particularly current in the Canadian context that is characterised by a shareholding concentration of public companies. Our topic brings together two current problems. On the one hand, the rise in takeover operations has, in the last decades, been significant and this phenomenon seems, more than ever, to be destined to a very bright future. On the other hand, the issue of minority shareholders' protection also arises, ever so sharply, in the context of growing shareholding companies where shareholders' role seems to be fading.

Esse estudo investigou se as notas explicativas às demonstrações financeiras, preparadas de acordo com as International Financial Reporting Standards (IFRS), cumprem seu objetivo principal de fornecer informações úteis a investidores e credores no mercado brasileiro. A análise foi desenvolvida a partir de dados obtidos junto a usuários externos, investidores e credores, de informações financeiras divulgadas em notas explicativas às demonstrações financeiras de companhias abertas brasileiras, listadas na BM&FBovespa, no período de 1º de outubro de 2013 a 28 de fevereiro de 2014. Foram identificadas, também, as opiniões de preparadores de informações financeiras e contrapostas às dos usuários externos quanto às características da informação financeira útil, emanadas do The Conceptual Framework for Financial Reporting IASB (2010); foi ainda analisada a influência do processo adotado pelo IASB para definir requerimentos de divulgação incluídos em suas normas e pronunciamentos contábeis associado à confiabilidade trazida por auditores independentes (Big four) quanto ao enforcement à aderência a esses requerimentos, no âmbito da utilidade da informação financeira. De forma geral, os resultados indicaram que as notas explicativas às demonstrações financeiras atingem parcialmente seu objetivo principal de fornecer informações úteis a investidores e credores no mercado brasileiro, uma vez que preparadores da informação financeira norteiam-se pelos requerimentos de divulgação definidos nos IFRS de forma bastante literal, inclusive com auxílio de disclosure check list, propiciando a inclusão de informações imateriais em notas explicativas devido à ausência de orientação específica sobre determinação de materialidade nas normas do IASB. / In this study we have examined whether the explanatory notes to financial statements prepared in accordance with International Financial Reporting Standards (IFRS) achieve their main objective of providing useful information to investors and creditors in the Brazilian market. The analysis was based on data obtained from external users, investors and creditors with respect to financial information disclosed in the explanatory notes of financial statements of Brazilian public companies listed on the BM&FBovespa, during the period from October 1, 2013 to February 28, 2014. It was identified the opinions of the preparers of financial information and compared them with those of external users regarding the characteristics of useful financial information described in The Conceptual Framework for Financial Reporting IASB (2010). It was also analyzed the influence of IASB´s process to define the disclosure requirements in their accounting standards and pronouncements, together with the reliability resulting from independent auditors (Big Four) regarding the enforcement of compliance with these requirements, as they relate to the usefulness of financial information. Overall, the results revealed that the explanatory notes to the financial statements partially achieve their main goal of providing useful information to investors and creditors in the Brazilian market, since preparers of financial information are guided by the disclosure requirements defined in the IFRS quite literally, sometimes with the assistance of a disclosure checklist, resulting in the inclusion of immaterial information in the notes, due to the lack of specific guidance in the IFRS regarding materiality.

Submitted by Silvana Teresinha Dornelles Studzinski (sstudzinski) on 2017-03-17T13:00:29Z No. of bitstreams: 1 Luiz Henrique Figueira Marquezan_.pdf: 1501025 bytes, checksum: bfe33118dce791ecb3cce731eb0d8d66 (MD5) / Made available in DSpace on 2017-03-17T13:00:29Z (GMT). No. of bitstreams: 1 Luiz Henrique Figueira Marquezan_.pdf: 1501025 bytes, checksum: bfe33118dce791ecb3cce731eb0d8d66 (MD5) Previous issue date: 2016-12-02 / CAPES - Coordenação de Aperfeiçoamento de Pessoal de Nível Superior / PROSUP - Programa de Suporte à Pós-Gradução de Instituições de Ensino Particulares / A pesquisa une a problemática da assimetria de informações existente na relação de agência, analisada com foco na relação entre agente (executivo) e representantes do principal (conselho de administração - CA), literatura de governança corporativa (GC), com o potencial informativo das ferramentas da contabilidade de gestão (CG), literatura de sistemas de controle de gestão (SCG). Nessa linha, assume-se o escopo diversificado de informações financeiras, originadas em tais ferramentas, como redutor da assimetria, permitindo ao conselheiro melhor desenvolver o monitoramento dos executivos e aconselhamento estratégico, tendo como consequência melhor alinhamento entre agente e principal, papel de ferramenta de GC. Objetiva-se determinar se divulgar com maior ênfase informações originadas na contabilidade de gestão para reduzir a assimetria informacional entre executivos e conselheiros melhora o desempenho das empresas. Para isso, a pesquisa utiliza dados de 2014, primários e secundários, de empresas de capital aberto que atuam no Brasil, com abordagem quantitativa, utilizando regressão linear múltipla e regressão logística para testar hipóteses. Os achados indicam que as informações originadas nas ferramentas da CG são divulgadas ao CA das empresas da amostra e contribuem para o desempenho (ROA). Em particular, é resultado da ênfase nas informações originadas nas relações externas da empresa, de concorrentes e dados ambientais, e dados internos sobre processos e atividades, permitindo confirmar a tese apresentada. A pesquisa também analisa determinantes da divulgação e identifica como fatores contributivos a presença de acionistas influentes, dualidade dos principais cargos, porte da empresa, desempenho, volatilidade do setor, prática de auditoria sobre as informações, uso interativo dos controles e a participação nos segmentos de GC da BM&FBovespa. No entanto, a maioria das variáveis ligadas aos acionistas, conselheiros e executivos não alteraram o fluxo de informações, demonstrando certa imunidade em relação às influências desses grupos. A pesquisa contribui para ambas as literaturas, empresas e seus participantes, ao criar uma escala para medir divulgação de informações ao CA, identificar efetivo fluxo de informações e seus determinantes, com benefício ao desempenho das empresas da amostra. Limitados os resultados pelas escolhas metodológicas e à amostra utilizada, ao final a pesquisa sugere a continuidade dos estudos sobre elementos não respondidos. / The research links the information assimetry problem, existing in the agency relationship, analysed with focus on the agent (executive directors) and principal’s representant (board), literature from corporate governance (CG), with the potential informative for management accounting (MA) tools, literature from management control systems (MCS). In this line, is assumed the diversified scope from financial informational, originated in these tools, like an assimetry reducer, allowing the board to develop a better agent monitoring and the strategic advice, with consequence for a better agent-principal alignment, role a CG tool. Aimed to determine if to disclose more emphasis information originated in MA to reduce informational assymmetry between executives and their boards improves the performance of the companies. For this, the research use data from 2014, primary and secundary, from public firms that act in Brazil, with quantitative approach, using multiple linear regression and logit regression to test hypothesis. The findings indicate that information originated in MA tools are disclosed for the boards, in the sample firms, and contribute for the performance (ROA). In particular, is a result from the emphasis on information originated from the external firms relationships, with customers, suppliers, competitors and environmental data, and internal data about processes and activities, allowing to confirm the presented thesis. The research analyzes the disclosure determinants and identifies a contributive factors, from the influential shareholders, duality of the main positions, firm size, industry volatility, performance, MA information auditing, interactive use of controls and the participation on the CG segments from BM&FBovespa. However, the most part of variable about shareholders, board members and executives not influenced the information flow, showing some immunity against these group influences. The research contributes for both literatures, firms and their participants, creating a scale to evaluate the information disclosure from the board, to identify an effective information flow and their determinants, with the sample firms performance improvement. Restricting the results by the methodological choices and the sample, in the end the research suggests the continuation of studies about the unanswered elements.

Background/Discussion: Among investors, annual reports are used as a decision-making document to value a company. Many companies therefore use voluntary disclosure as a complement to statutory information in annual reports. Previous studies have examined what the underlying factors for voluntary disclosure are. These have among other things, resulted in factors such as size, country of origin and owner concentration, which has a significant impact on the amount of voluntary disclosure. Therefore, it is interesting to examine if there is a significant difference between the amount of voluntary disclosure in companies with controlled ownership versus management ownership. The selection is based on companies listed on the Swedish stock market Nasdaq Strockholm, Large Cap and Small Cap. Purpose: This comparative study is aiming to investigate differences in the amount of voluntary disclosure between companies with controlled ownership and management ownership. The purpose is to create a deeper understanding and increase awareness of the ownership structure's impact on voluntary information. Method: A quantitative method has been used for the study and empirical data has been collected through observations of annual reports. The collected data has then been assessed according to a valuation index designed for the study. The index has been adapted to both swedish and international regulations. The study has then used scatterplots and a t-test to measure whether or not there is a significant difference in the amount of voluntary disclosure between the two owner concentrations. Result: Based on the study's sample, there is no significant difference in the amount of voluntary disclosure between control-owned and management-controlled companies. Control-owned companies tend to report more information about accidents than managementcontrolled companies. The management-controlled companies in the study tend to report more information on marketing than control-owned companies

This thesis is set to investigate the factors that affect the intention to disclose personal information to SNS providers. The purpose of this study is to identify factors and how these factors affect the behavioral intention to disclose personal information to SNS from a new angle of analysis, namely through a user-to-organizational approach. By examining this phenomenon in a new context, this study seeks to provide an understanding of this phenomenon in a new setting and test if previous research can be used to explain the stated behavioral intention. With this argumentation in mind, the thesis aims to contribute to existing theory in consumer behavior, social networking sites, privacy concerns and personal information disclosure. In order to do so this paper is built on a quantitative research approach where the main research strategy is based on the results of a questionnaire. Through the questionnaire, a proposed framework was tested in order to identify factors affecting peoples’ intentions to disclose personal information to SNS providers. The model was built upon the structure of privacy calculation theory, which has been proven to identify intentions to disclose personal information in online settings. The results show that the factors that significantly affect behavioral intentions are trusting beliefs and self-presentations. They are factors leading to personal information disclosure to SNS providers. Limitations of this study is that it suffers a sampling restrictions due to its sampling of only Swedish inhabitants. This paper is the first to develop and empirically test an integrated model of personal information disclosure to SNS, taking on a user-to-organizational approach to privacy. Since SNS are financially evaluated by number of active users of their SNS it is crucial to understand the factors that affect consumers’ intention to disclose their personal information. From the empirical findings, this study proved that trust and self-presentation determine the intentions to disclose personal information to SNS providers. The results shows a discrepancy of existing literature, explaining differences between user-to-user and user-to-organizational context, and thus broadening the context of personal disclosure in the SNS realm. Practitioners can, by using the insights, tailor their strategies in order to maximize the efforts of affecting potential users’ to disclose their personal information, which SNS providers are dependent upon.

The increase in online social network (OSN) usage has led to personal details known as attributes being readily displayed in OSN profiles. This can lead to the profile owners being vulnerable to privacy and social engineering attacks which include identity theft, stalking and re identification by linking. Due to a need to address privacy in OSNs, this thesis presents a framework to quantify the vulnerability of a user's OSN profile. Vulnerability is defined as the likelihood that the personal details displayed on an OSN profile will spread due to the actions of the profile owner and their friends in regards to information disclosure. The vulnerability measure consists of three components. The individual vulnerability is calculated by allocating weights to profile attribute values disclosed and neighbourhood features which may contribute towards the personal vulnerability of the profile user. The relative vulnerability is the collective vulnerability of the profiles' friends. The absolute vulnerability is the overall profile vulnerability which considers the individual and relative vulnerabilities. The first part of the framework details a data retrieval approach to extract MySpace profile data to test the vulnerability algorithm using real cases. The profile structure presented significant extraction problems because of the dynamic nature of the OSN. Issues of the usability of a standard dataset including ethical concerns are discussed. Application of the vulnerability measure on extracted data emphasised how so called 'private profiles' are not immune to vulnerability issues. This is because some profile details can still be displayed on private profiles. The second part of the framework presents the normalisation of the measure, in the context of a formal approach which includes the development of axioms and validation of the measure but with a larger dataset of profiles. The axioms highlight that changes in the presented list of profile attributes, and the attributes' weights in making the profile vulnerable, affect the individual vulnerability of a profile. iii Validation of the measure showed that vulnerability involving OSN profiles does occur and this provides a good basis for other researchers to build on the measure further. The novelty of this vulnerability measure is that it takes into account not just the attributes presented on each individual profile but features of the profiles' neighbourhood.

Les actionnaires sont au centre du gouvernement des entreprises. Bien qu'une certaine passivité leur soit parfois reprochée, simultanément, des craintes existent qu'une démocratie des actionnaires ne limite excessivement la gestion quotidienne des entreprises. Loin d'être incompatibles, ces deux remarques reflètent la diversité des actionnaires. En pratique, leurs attentes et leur comportement dépendent fortement de deux éléments : la part du capital ou des voix qu'ils détiennent de même que leur identité. Notre recherche porte sur la protection des actionnaires minoritaires dans le cadre d'opérations de prises de contrôle de sociétés publiques. Le sujet soulève une problématique d'une grande actualité dans le contexte canadien, contexte caractérisé par une concentration de l'actionnariat des sociétés publiques. Le sujet fait la conjonction de deux problèmes d'actualité. D'une part, la multiplication des prises de contrôle s'est accrue lors des dernières décennies et ce phénomène semble, plus que jamais, promis à un brillant avenir. D'autre part, le problème de la protection des actionnaires minoritaires se pose de façon toujours plus aiguë, dans le cadre des sociétés par actions de plus en plus importantes où leur rôle tend à s'amenuiser. / Shareholders are at the heart of corporate governance. While some reproach them a certain passivity, others, at the same time, fear that a shareholders' democracy could unduly limit the daily management of corporations. Far from being incompatible, these two statements reveal the wide diversity that surrounds shareholders. In practice, their expectations and their behavior strongly depend on two items: their share in capital or their share of votes, as well as their identity. Our thesis deals with the issue of minority shareholders' protection in the context of takeover operations involving public companies. This topic raises issues of great relevance and is particularly current in the Canadian context that is characterised by a shareholding concentration of public companies. Our topic brings together two current problems. On the one hand, the rise in takeover operations has, in the last decades, been significant and this phenomenon seems, more than ever, to be destined to a very bright future. On the other hand, the issue of minority shareholders' protection also arises, ever so sharply, in the context of growing shareholding companies where shareholders' role seems to be fading.

2011年末，一場持續數天的霧霾天氣席捲北京，環保部門卻並未提供相關污染物PM2.5的監測數據。相關法律法規的落後，以及環保部門的不作為，激起民眾的不滿。隨著美國駐華大使館、環保NGO、微博名人和廣大民眾的持續參與與推動，政府相關資訊政策也逐漸變化，最終將PM2.5納入空氣質量標準并公佈監測數據。本文以此次霧霾污染事件作為「焦點事件」切入點，首先藉由事件回顧討論“誰來監測”的問題，探討了環境信息公開的理論與實踐；然後分析政策變化的過程，歸納「政策變化模型」，討論政策變化形成的原因，分析各行為者在政策變化中的角色和作用；最後，由此事件得出這一政策轉變的影響以及啟示，歸納目前環境資訊公開領域制度層面所存在的缺失，并就此事件的經驗對於政府和環境NGO給出建議。 / In the end of 2011, the city of Beijing was hit by a long-lasting haze. However, the city’s Environmental Protection Bureau was unable to provide the public with the data of a critical pollutant – PM2.5. The political inaction of the government has caused great discontent among the public. With the continuous efforts from the US Embassy in China, environmental NGOs, Sina Weibo celebrity users and the public, the official information disclosure policy has seen a big change – the government has adopted a higher standard and taken steps to publish the data of PM2.5. This article takes the haze incident as a “focusing event”. It firstly reviews the case and discusses the theories and practices of the environmental information disclosure. It then analyzes the process of this policy change and forms a policy change model to determine the contributing factors and the roles of different actors. The concluding part summarizes the omission of the current information disclosure system, and makes recommendations to the government and the NGOs.