Cette thèse essaie de comprendre comment ont émergé les relations avec les investisseurs dans le contexte de la transition vers l’économie de marché, en s’appuyant sur le cas de la Roumanie. La recherche aboutit à la construction d’une généalogie des relations avec les investisseurs, tissant des histoires variées, fondée sur des études de cas, des témoignages et des données secondaires. Dans le contexte du capitalisme « qui se réinvente » à travers l’expérience de la transition, l’explication de la diffusion mécanique des pratiques ne peut pas satisfaire, car elle ignore les facteurs politiques et socioculturels. L’émergence des relations avec les investisseurs, en tant que pratique, fonction dans l’organisation et métier, se définit ainsi par le réseau qui se crée, par les alliances faites et défaites, enfin par la densité et la puissance des relations entre les différents acteurs. En problématisant la rupture représentée par la révolution, nous montrons que les relations avec les investisseurs n’émergent pas dans un vide. Pour cela, nous étudions le pont qui se crée entre l’époque communiste et l’économie de marché, en mettant surtout en avant le rôle de liant des professeurs, en absence d’une profession organisée. Ensuite, à travers trois études de cas d’entreprises cotées à la Bourse de Valeurs de Bucarest, nous montrons que les relations avec les investisseurs sont transformées lors de leur transport en contexte local et qu’elles transforment à leur tour les organisations et les acteurs individuels. / The aim of the present PhD dissertation is to understand the way in which investor relations have emerged in the context of transition to the market economy, based on the case of Romania. The research results into a genealogy of investor relations, through different intertwining stories, on the basis of case studies, testimonies and secondary data. In the context of capitalism “reinventing itself” in transition, the mechanical diffusion of practices is not a satisfactory explanation, as it ignores political and socio-cultural factors. The emergence of investor relations, considered as a practice, as a function within organizations, and as a profession, is to be defined by the networks created, by the alliances that are formed and broken, by the density and strength of the relations between the various actors. By problematizing the fracture represented by the revolution, we show that investor relations do not appear inside a vacuum. For this purpose, we are studying the bridge between the communist era and the free market economy, stressing especially the importance of professors, in the absence of organized professional bodies. Then, through the means of three case studies of companies listed on the Bucharest Stock Exchange, we show that investor relations are transformed by their travel into the local context, and end by transforming the organizations and the individual actors.

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This dissertation investigates why a substantial number of common stocks is held by companies in many countries, especially in Japan. Chapter 1 gives an overview of historical and legal issues regarding corporate shareholding in Japan. Chapter 2 reviews how researchers have, theoretically and empirically, approached corporate shareholding issues. Chapter 3 elaborates on a corporate shareholding model which incorporates a standard principal-agent model with Aoki's managerial risk sharing argument (Aoki, 1988). The model finds that a risk-averse manager of a firm invests in other firms if managerial reward is linked with the value of the firm she manages, and if the operating profits of investing and invested firms are negatively correlated. Corporate stock investment is larger if the invested (and/or investing) company's operating profit is less volatile and/or if the covariance in the operating profits of the companies is more strongly negative. Although a stronger link between corporate performance and managerial reward increases managers' incentive to exert efforts, it also increases the risk that managers must bear. If the risk is too high, managers would leave their companies. Corporate stock investment reduces the risk, and enables shareholders to offer a higher incentive to the managers and to earn a higher (expected) income. Chapter 4 examines three major arguments concerning the rationale behind the practice of corporate shareholding: the competitive-effect, risk-sharing, and control-rights arguments. Predictions drawn from those arguments are tested using panel data of 186 Japanese corporate group firms from 1980 to 1988. The main findings of this study are as follows. (1) The competitive-effect argument is clearly supported by the data. Firms in the same industry do tend to invest more in one another. (2) The evidence in favor of the risksharing argument is weaker — although firms with less risky operating profits tend to attract more investment, the relationship between investment and the covariance in the firms' operating profits is ambiguous. (3) The strongest empirical support is given to the control-rights argument. Indeed, the evidence confirms that a firm is more likely to invest in other firms that hold more of its own shares. Chapter 5 concludes this dissertation. / Arts, Faculty of / Vancouver School of Economics / Graduate

This dissertation is a study of fundamental questions in macro-finance using modern tools from textual analysis. These questions include how financial constraints affect firm investment and financing decisions when they are not presently binding, and whether stock returns are predictable based on concerns revealed in conversations between firms and investors. The first chapter examines whether financial covenants are an important consideration for firm decisions when they are not presently in violation. A key empirical challenge is measuring the risk of future covenant violations, which is not directly observed. I propose a novel measure of concerns about future violations by distinguishing between discussions of covenants in earnings calls that relate to the future as opposed to the past or present. As validation, I show that the measure predicts future violations and covaries intuitively with earnings, leverage, and default risk. Importantly, I find that concerns about covenants are significantly associated with reductions in investment as well as debt and equity financing activities. These responses persist even after controlling for standard measures of investment opportunities and are economically large relative to the effects of actual violations. The second chapter empirically analyzes two explanations for how covenants concerns relate to a firm's investment decisions. One explanation is that covenant concerns coincide with a deterioration in expected profitability, which dampens firms' incentives to invest. A second explanation is that firms become concerned when they expect violations to be more costly, which indicates future difficulties with funding investments. To shed light on the relevance of these two explanations, I examine empirical patterns in analyst expectations of future earnings, loan amendments in SEC filings, and the stock returns of firms that mention covenant concerns. The evidence suggest that both explanations are relevant mechanisms driving the correlation between covenant concerns and firm activity. However, I find that the second channel is more economically significant, suggesting that covenant concerns are informative about the degree to which firms are constrained by financial covenants. In the third chapter, I investigate how covenant concerns relate to firm policies in a standard model of investments with financial frictions. In the model, the theoretical object that most naturally links to covenant concerns is the expected shadow cost of the borrowing constraint. As in the data, the shadow cost of the borrowing constraint covaries negatively with earnings as well as firm investment and financing activity. Through an analysis of impulse response functions, I show how the empirical correlations between covenant concerns and firm policy arise in the model. One channel is through negative productivity shocks, which raises covenant concerns and leads to a fall in investment, debt, and equity issuance. The second channel is through higher leverage, holding fixed productivity. In the model, firm with higher debt levels are more concerned about covenants when hit by a negative productivity shock, and also choose less investment, debt issuance, and equity issuance. In this chapter, I also discuss several shortcomings of the model and suggest avenues for modifications. The final chapter investigates a new question: are stock returns predictable based on the extent to which firms are concerned about the macroeconomy? We document that firms that pay more attention to the macroeconomy earn lower average returns relative to firms that pay less attention to the macroeconomy. Differences in returns are economically significant and are not explained by traditional asset pricing factors, such as market beta, size, value, and idiosyncratic volatility. To explain the negative macroeconomic attention premium, we propose a model of attention allocation that links analyst attention to fundamental shocks affecting firm cash flows. In the model, attention to the macroeconomy is increasing in the share of earning news explained by the macroeconomic component. Firms with a greater share of cash flow news explained by the macroeconomic component face lower cash flow risk, hence earn lower expected returns.

The conflict that may arise among holders of competing claims on firms' assets is being studied under the heading of "agency theory." The primary purposes of the research done in this study were to: (1) economically model the individual investor's consumption-investment decision as it is modified by the agency problem, and (2) to econometrically model the firm's decision to issue convertible versus nonconvertible bonds using explanatory variables which measure the extent of the agency problem. Individual investors are assumed to maximize expected utility of consumption by choosing consumption and investment amounts over a single period. A mathematical model of the investor's consumption-investment decision was derived in an environment characterized by agency problems between stockholders and bondholders. It was demonstrated that if the capital markets exhibit conditions known as spanning and competitivity, then the only investors affected by the agency problem are those holding the affected securities prior to the act of expropriation. It was also shown that the agency problem does not vanish in general, even if investors attempt to avoid the expropriation by holding balanced portions of all outstanding claims on a firm's assets. Implications of the theoretical development were then tested by econometrically modelling the firm's choice of convertible versus nonconvertible debt. The explanatory variables included in the model included measures of the more popular reasons for convertible financing, such as the "debt sweetener" hypothesis and the "delayed equity" rationale discussed in most basic finance textbooks. In addition, measures of agency costs were included, since one possible solution to the agency problem is the issuance of convertible bonds. The empirical results showed that the model accounted for a significant portion of the discrimination between convertible and straight debt, and that the variables designed to measure agency costs were marginally significant. / Ph. D.

This thesis highlights the gap in previous literature and research of activist short selling in the context of the Swedish market. This thesis investigates the impacts of short sell research reports on the Swedish financial markets, aiming to provide a comprehensive understanding of the dynamics, implications, and outcomes related to this phenomenon. The study is conducted through empirical research involving semi-structured interviews, allowing for in-depth exploration and understanding of various perspectives, with investor relations representatives from targeted firms, legal experts, analytics and short sell research firms. From our empirical findings key research questions are addressed.  Firstly, the study examines the market dynamics and industry-specific factors driving increased attention from short sell research firms towards Swedish companies, highlighting factors such as market volatility, valuation challenges, and transparency concerns. Secondly, it explores how the emergence of short sell research reports shapes market dynamics, investor behaviour, and market integrity, noting both positive contributions to market efficiency and challenges regarding the accuracy and validity of the reports. Thirdly, the responses of targeted companies to allegation made in these reports are analysed, emphasizing the importance of a prompt, transparent response to maintain investor confidence. Fourthly, concerns about market manipulation are evaluated, considering the regulatory framework and the need for balance between market freedom and regulatory oversight.  This thesis contributes insights into market dynamics, conflicts of interest in financial analysis, and regulatory mechanisms, offering practical recommendations for stakeholders, including targeted companies, investors, and regulatory authorities. The recommendations from the study focuses on enhancing transparency, communication strategies, and regulatory compliance. Overall, this thesis enriches the understanding of short sell activism and its impact on financial markets, offering valuable insights for practitioners, researchers, and regulators.

Thesis (MBA)--Stellenbosch University, 2004. / ENGLISH ABSTRACT: McDonald's is world renowned for the benchmark standards it sets in operations management. This is evidenced by the numerous references in operations management textbooks over the last 10-15 years. However, since 1999, McDonald's has not been able to link this operations excellence to creating shareholder value. In fact, the McDonald's share price has declined by 64 % over the last 4 years. In comparison, Wendy's (McDonald's biggest competition in the US fast food market) share price has increased by 2 % over the same period. Understanding why McDonald's has not been able to link operational excellence and the creation of shareholder value is the reasoning behind this mini-thesis. The hypothesis is that there are a number of factors. which influence shareholder value, and operational excellence is but one of these factors. A literature survey was conducted in order lO understand the underlying theories which link operational excellence and shareholder value creation. Evidence supporting this hypothesis is then presented and discussed. In Chapter 3, McDonald's ability to deliver operational excellence is evaluated against the evidence presented in operations management textbooks and other sources. The success of McDonald's in delivering perfonnance in the other factors affecting shareholder value is then discussed in Chapter 4 and compared to its biggest competition. Firstly, the share price of McDonald's is compared to its biggest competition (Wendy's), then the strategy of McDonald's and its impact on shareholder value creation is discussed, along with McDonald's ability to implement the other important factors and drivers, namely customer value creation, efficiency of value delivery and direct financial impact on shareholders. As a result of the above evidence. it was found that there are two basic reasons why McDonald's has not been able to link operational excellence and shareholder value creation: 1. Relative to its competition, McDonald's has not demonstrated sufficient competence in the other factors, which influence shareholder value creation. These factors are: customer value creation and the efficiency of customer value delivery. This is further evidenced by the financial output measures of McDonald's relative to its competition. 2. McDonald's ability in delivering operational excellence has diminished recently. This is evidenced by falling ratings in customer satisfaction surveys. The above reasons are evidenced by customer satisfaction survey results, comparative financial results and a number of non-direct driver results. In order to increase shareholder value creation, it is recommended that McDonald's change the focus of its strategy from operations to the creation of customer value. In order to support this change, the organisational structure and business processes will have to be changed by top management, who must be the crusaders of this change. / AFRIKAANSE OPSOMMING: McDonald's is bekend vir die maatskappy se wereldklas bedryfs bestuur standaardc. Die standaarde word tel kens na verwys in menige bedryfs bestuur handboeke oor die afgelope 10 tot 15 jaar. McDonald's kon egtcr nie daarin slaag om die hoe bedryfsbetuur standaarde in aandeelhouer waarde te omskep nic. Die waarde van die McDonald's aandele het met 64% gedaaJ oor die afgelope 4 jaar. In kontras het Wendy's (McDonald's se grootste mededinger in die Amerikaanse kitskos mark) se aandeel pryse met meer as 2% gestyg oor dieselfde peri ode. Die redc vir hierdie studie is dan juis om te bepaal waarom McDonald's nie hul voortrcflike bestuurs standaarde kon koppel aan stygende aandeelhouer waarde nic. Die hipotese is dat daar 'n aantal faktore is wat die aandeelhouer waarde van 'n maatskappy bepaal en dat bedryfs bestuur standaarde maar net een van hierdie faktore is. 'n Literatuur studie is gedoen om te bepaal wat die verwantskap is tussen puik bedryfsbetuur standaarde en die skepping van aandeelhouer waarde. Die bewyse vanuit die literatuurstudie is dan gebruik om die hipotese mee te toets. In Hoofstuk 3 is die vennoe van McDonald' s om hoe bedryfsbestuur standaarde te handhaaf evalueer aan die hand van die literatuur studie. McDonald's se sukses in die implementering van die ander faktore wat lei tot verhoogde aandeelhouer waarde is in Hoofstuk 4 bespreek en terselfde tyd vergelyk met die verrnoens van sy grootste mededingers. Eerstens is die aandeelprys van McDonald's met die van sy grootste mededinger (Wendy's) vergelyk en tweedens is die strategie van McDonald's en die impak daarvan op aandeelhouer waarde bespreek. Ander belangrike faktore soos kliente waarde skepping. effektiwiteit van waarde toevoeging en direkte finansiele impak op aandeelhouers is ingesluit in die bespreking. Daar is gevind dat daar twee hoofredes is waarom McDonald's nie daarin geslaag het om bedryfs bestuur uitmuntenheid te omskep in aandeelhouer waarde nie: 1. McDonald's het in vergelyking met sy mededingers nie goed genoeg gedoen m.b.t. die ander faktore wat aandeelhouer waarde bernvloed nie. Hierdie faktore is kliente waarde skepping en effektiwiteit van waarde toevoeging. 2. McDonald's se bedryfs bestuur standaarde het begin afneem. Dit word gestaaf deur laer waarderings in klante tevredenheids bepalings. Die onvermoe van McDonald' s om die bogenoemde faktore te implementeer word deur die klante tevredenheids bepalings, vergelykende finansiele resultate en 'n aantaJ indirekte maatstawwe gestaaf. Daar word dus voorgestel dat McDonald's sy stralegiese fokus moet verskuif vanaf bedryfs bestuur optimisering na kliente waarde skepping. Die organisasie struktuur en besigheids prosesse van McDonald's sal dus deur bestuur herorganiseer moet word om die verandering in strategie te kan ondersteun.

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.

published_or_final_version / Business / Master / Master of Philosophy

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.