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Mémoire numérisé par la Direction des bibliothèques de l'Université de Montréal. / Ce mémoire de maîtrise traite de la responsabilité des administrateurs au sein du conseil d'administration d'une société commerciale'. Dans une perspective historique, la mission de la société commerciale a été perçue comme étant la maximisation des profits dont profiteraient les actionnaires, le gain étant alors la seule préoccupation de l'administrateur. La révolution industrielle ayant provoqué l'apparition de sociétés commerciales "géantes" ainsi qu'un élargissement des valeurs véhiculées par la société, la société commerciale se voit aujourd'hui aux prises avec une mission sociale élargie et la responsabilité sociale qui en découle. Or, par le fait même, la responsabilité des administrateurs se trouve modifiée en ce qu'ils doivent tenir compte de considérations sociales plus larges. Il importe donc de faire la lumière sur les différents aspects de la mission de la société commerciale dans sa conception classique et de voir quels étaient alors le statut et les devoirs incombant aux administrateurs de celle-ci. La société commerciale d'aujourd'hui n'existe plus pour le seul bénéfice des actionnaires. Elle existe pour un ensemble de bénéficiaires ou partenaires dans l'entreprise qui convergent leurs efforts vers un but commun et dont le respect des intérêts est devenu le fondement de la société commerciale. Le profit, toujours important, est maintenant considéré comme le moyen d'atteindre la finalité commune des partenaires. À l'heure actuelle, la fonction du conseil d'administration revêt un caractère double, soit la fonction de gestion qui lui revient légalement et celle de contrôle de cette gestion que notre droit corporatif lui a attribuée avec le temps. Plusieurs soutiennent que les structures administratives actuelles ne permettent plus à la société commerciale de remplir son rôle social et que des réformes doivent être apportées pour permettre la représentation des partenaires à l'intérieur d'un organe de contrôle qui doit être, dans le meilleur des mondes, complètement distinct de l'organe de gestion. Le présent mémoire traite de l'évolution de la mission de la société commerciale vers des éléments sociaux plus élargis et tente de déterminer si, avec la nouvelle fonction de conciliation des intérêts des partenaires corporatifs ou dans l'éventualité d'une réforme des structures administratives, le statut et les devoirs des administrateurs se trouvent modifiés.

[pt] A presente dissertação tem como objetivo analisar a quantificação do lucro da intervenção, partindo da convicção de que a utilização indevida do direito de um terceiro não pode jamais ser um bom negócio. Inicialmente, será demonstrado que o enriquecimento sem causa é o instituto mais adequado para lidar com situações em que uma pessoa se beneficia injustamente à custa de outra. Serão minuciosamente analisados os critérios que precisam ser atendidos para que se caracterize esse tipo de enriquecimento, como o aumento patrimonial do interveniente, a obtenção da vantagem à custa de outrem, a ausência de justa causa e a subsidiariedade do instituto. Em seguida, serão explorados os métodos objetivos para calcular o valor que deve ser devolvido ao titular do direito violado, apontando a inaplicabilidade da teoria do duplo limite aos casos de lucro da intervenção, bem como as razões pelas quais os valores pagos a título de reparação de danos extrapatrimoniais não devem ser abatidos do montante a ser restituído. Sustenta-se, ainda, a inadequação de compensar o lucro com o dano dentro do contexto de enriquecimento sem causa. Por fim, será discutido o papel da boa-fé e da má-fé na conduta do interventor, onde o trabalho explorará as divergências na doutrina sobre o tema, concluindo que se o interventor age de boa-fé deve restituir o valor de mercado da vantagem obtida e o lucro da intervenção deve ser repartido entre o interventor e o titular de direito, de forma proporcional à contribuição de cada um. Quanto à má-fé, conclui-se que, além do valor devido pelo uso do bem, o interventor deve restituir todo o lucro obtido com a intervenção. Essa abordagem proporcionará uma análise detalhada dos aspectos legais e éticos envolvidos na quantificação do lucro da intervenção, contribuindo para uma compreensão mais profunda do tema no contexto do Direito brasileiro. / [en] This dissertation aims to analyze the quantification of the disgorgement of profits, based on the conviction that the improper use of a third party s right can never be a good deal. Initially, it will be demonstrated that unjust enrichment is the most appropriate institute for dealing with situations in which one person benefits unfairly at the expense of another. The criteria that need to be met in order to characterize this type of enrichment will be thoroughly analyzed, such as the increase in the intervening party s assets, obtaining the advantage at the expense of others, the absence of just cause and the subsidiarity of the institute. Next, objective methods will be explored to calculate the amount that must be returned to the holder of the violated right, pointing out the inapplicability of the double limit theory to cases of profit from intervention, as well as the reasons why the amounts paid as reparation of moral damages must not be deducted from the amount to be refunded. It is also argued that it is inappropriate to compensate profit for damage within the context of unjust enrichment. Finally, the role of good faith and bad faith in the intervenor s conduct will be discussed, where the work will explore the divergences in the doctrine on the subject, concluding that if the intervenor acts in good faith he must restore the market value of the advantage obtained and the profit from the intervention must be shared between the intervener and the right holder, in proportion to the contribution of each one. As for bad faith, it is concluded that, in addition to the amount due for the use of the asset, the intervener must refund all the profit obtained from the intervention. This approach will provide a detailed analysis of the legal and ethical aspects involved in quantifying the profit from the intervention, contributing to a deeper understanding of the topic in the context of Brazilian Law.

Wong Man Kit. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2002. / Includes bibliographical references (leaves 118-121). / Abstracts in English and Chinese. / Abstract --- p.i / Acknowledgement --- p.iv / Table of Contents --- p.v / List of Tables --- p.viii / List of Figures --- p.x / List of Appendices --- p.x / Chapter Chapter 1 --- Introduction --- p.1 / Chapter Chapter 2 --- Literature Review --- p.6 / Chapter 2.1 --- Performance of Value Strategy in Stock Markets over The World --- p.7 / Chapter 2.2 --- Possible Explanations for Superior Return of Value Stocks --- p.11 / Chapter 2.2.1 --- Sampling Biases --- p.11 / Chapter 2.2.2 --- Risk Factors --- p.13 / Chapter 2.2.3 --- Expectation Error Hypothesis --- p.15 / Chapter 2.3 --- Studies for Value Strategy in Hong Kong --- p.20 / Chapter Chapter 3 --- Data and Methodology --- p.23 / Chapter 3.1 --- Methodology of Expectation Error Hypothesis --- p.23 / Chapter 3.1.1 --- Earnings Announcement Returns --- p.23 / Chapter 3.1.2 --- Past and Future Earnings Growth Rates of Stocks --- p.26 / Chapter 3.2 --- Data Source --- p.29 / Chapter 3.3 --- Portfolio Formation --- p.30 / Chapter 3.4 --- Variable Calculation Method --- p.31 / Chapter 3.4.1 --- Annual Buy and Hold Returns --- p.31 / Chapter 3.4.2 --- Earnings Announcement Returns --- p.32 / Chapter 3.4.3 --- Earnings Growth Rate of Portfolios --- p.33 / Chapter Chapter 4 --- Interpretation of Results --- p.34 / Chapter 4.1 --- Annual Buy and Hold Returns of Portfolios --- p.36 / Chapter 4.1.1 --- Annual Returns of Portfolios Sorted by B/M Ratio --- p.36 / Chapter 4.1.2 --- Annual Returns of Portfolios Sorted by E/P Ratio --- p.37 / Chapter 4.1.3 --- Analysis of Performance on Return Differences between Two Ratios --- p.38 / Chapter 4.2 --- Earnings Announcement Returns for Value and Glamour Portfolios --- p.41 / Chapter 4.2.1 --- 3-day Event Returns --- p.41 / Chapter 4.2.2 --- "B/M Ratio: 5,7,9 & 11 Days Event Returns" --- p.43 / Chapter 4.2.3 --- "E/P Ratio: 5,7,9 & 11 Days Event Returns" --- p.46 / Chapter 4.3 --- Past and Future Earnings Growths of Portfolios --- p.49 / Chapter 4.3.1 --- "Fundamental Variables, Prior and Post Returns of Portfolios" --- p.50 / Chapter 4.3.2 --- Earnings Performance of Portfolios --- p.51 / Chapter 4.3.3 --- Factors Affect Investor Expectation --- p.56 / Chapter Chapter 5 --- Conclusion --- p.59 / Tables --- p.64 / Figures --- p.76 / Appendices --- p.82 / References --- p.118

Over recent years, the concept of brand value has increasingly gained prominence in a variety of contexts. This is primarily due to a brand’s ability to increase profits through a promise of value delivered to customers, which makes it a valuable intangible asset to organisations. A brand’s value can, however, only be managed properly if it is measured and understood so as to ensure optimal growth and survival in an ever-changing, volatile marketplace. This realization has prompted investigations into the assessment of the financial value of a brand in both business/marketing research and practice. However, contrary to customary brands such as products or services, the Southern Africa Tourism Services Association (SATSA) is a uniquely fused brand, since it operates as a non-profit, member-driven organisation in the private sector of the Southern African inbound tourism industry. This intricate brand structure inevitably necessitates a more specific premise and subsequent measure of brand value, since it cannot be confined to financial value alone. In the light of this, the main purpose of this study was to develop a brand value model for SATSA to examine the value created by this brand and how it is experienced by its members. To date, the majority of research endeavours have focused on the financial value of a brand. Given the essence of this organisation, brand value ought to encompass a range of aspects other merely financial value. The recent downtrend in membership numbers also highlights the need for determining the value members derive from this specific organisation. Knowledge regarding the brand’s value can serve as a means to improve the current value proposition, thereby enabling an increase in satisfaction and loyalty, growth in membership, and overall organisational sustainability. However, research in brand value specifically for non-profit, member-driven organisations such as SATSA, and in the South African tourism industry is particularly limited. In addition to the latter, no formal measuring instrument currently exists whereby brand value can be measured in such a unique context. It is therefore essential for an organisation such as SATSA to identify specific dimensions of brand value and, to determine which dimensions are most likely to influence members’ perceptions of value by examining the relationships between dimensions, to enable maximum leverage of the brand. Therefore, to achieve the above mentioned and the goal of this study, a comprehensive review of the marketing and tourism/non-profit literature was performed, subsequent to which the research was conducted in two phases. The first phase focused on the construction of a measuring instrument to identify the key aspects that contribute to brand value. Expert knowledge, opinion and consensus were obtained relating to the appropriateness of items to be included in the questionnaire. Based on the latter and the literature review, a total of 53 items were deemed acceptable to measure brand value in this particular context. These items formulated in phase 1 were then included in the final questionnaire and measured together with questions pertaining to the business profile of members in phase 2. Phase 2 focused on analysing brand value from members’ perspective. Self-administered questionnaires were distributed online to all members included in the SATSA database (n=718). A total of 268 questionnaires were completed. To address the goal of this study, selected statistical techniques were employed. Two separate factor analyses were performed on the brand value and brand equity dimensions respectively, which revealed reliable and valid factors, and were used as constructs in the Structural Equation Modelling (SEM) analysis to develop the model. Other statistical techniques included correlations, ANOVAs, and an independent t-test to examine the influence of selected business profile aspects on brand value. The results of the study confirmed that brand value for organisations such as SATSA is, in fact, multifaceted. Brand value in this context therefore consists of financial value, professional trust value, organisational value, network value, social engagement value, in conjunction with brand equity, which is important for developing and sustaining the brand. Professional trust value was also revealed to be a major facet of SATSA’s brand value that requires attention on various levels. The contributions of this research are threefold: From a theoretical point of view, this study is one of the first to identify multiple aspects that specifically contribute to brand value for a non-profit member-driven organisation in the context of tourism, and even more so in a South African context. The development of this model is thus a significant contribution to literature and can be further analysed and tested by other researchers. Secondly, from a methodological point of view, this study sets a benchmark in South African tourism brand value research by designing a reliable questionnaire that measures multiple value aspects for the first time in this context; as well as the construction of a model that captures multiple facets of brand value and reveals unique relationships between specific facets of brand value and brand equity. Thirdly, from a practical perspective the research indicated the current status of SATSA’s brand value, and also equips SATSA with a model that enables them to effectively manage brand value and realise what specifically contributes to increased brand value levels for this organisation. This model can also be tested for organisations with similar brand structures, but also for profit-driven organisations. The information obtained from this study can be applied to conduct a comprehensive assessment of brand value for non-profit, member-driven organisations in the South African tourism industry to encourage value-based management and enable a more proficient value offering. This should lead to optimal member satisfaction, growth in membership numbers and the continuous sustainability of such organisations in South Africa given the competitive operational environment. / PhD (Tourism Management), North-West University, Potchefstroom Campus, 2014

Over recent years, the concept of brand value has increasingly gained prominence in a variety of contexts. This is primarily due to a brand’s ability to increase profits through a promise of value delivered to customers, which makes it a valuable intangible asset to organisations. A brand’s value can, however, only be managed properly if it is measured and understood so as to ensure optimal growth and survival in an ever-changing, volatile marketplace. This realization has prompted investigations into the assessment of the financial value of a brand in both business/marketing research and practice. However, contrary to customary brands such as products or services, the Southern Africa Tourism Services Association (SATSA) is a uniquely fused brand, since it operates as a non-profit, member-driven organisation in the private sector of the Southern African inbound tourism industry. This intricate brand structure inevitably necessitates a more specific premise and subsequent measure of brand value, since it cannot be confined to financial value alone. In the light of this, the main purpose of this study was to develop a brand value model for SATSA to examine the value created by this brand and how it is experienced by its members. To date, the majority of research endeavours have focused on the financial value of a brand. Given the essence of this organisation, brand value ought to encompass a range of aspects other merely financial value. The recent downtrend in membership numbers also highlights the need for determining the value members derive from this specific organisation. Knowledge regarding the brand’s value can serve as a means to improve the current value proposition, thereby enabling an increase in satisfaction and loyalty, growth in membership, and overall organisational sustainability. However, research in brand value specifically for non-profit, member-driven organisations such as SATSA, and in the South African tourism industry is particularly limited. In addition to the latter, no formal measuring instrument currently exists whereby brand value can be measured in such a unique context. It is therefore essential for an organisation such as SATSA to identify specific dimensions of brand value and, to determine which dimensions are most likely to influence members’ perceptions of value by examining the relationships between dimensions, to enable maximum leverage of the brand. Therefore, to achieve the above mentioned and the goal of this study, a comprehensive review of the marketing and tourism/non-profit literature was performed, subsequent to which the research was conducted in two phases. The first phase focused on the construction of a measuring instrument to identify the key aspects that contribute to brand value. Expert knowledge, opinion and consensus were obtained relating to the appropriateness of items to be included in the questionnaire. Based on the latter and the literature review, a total of 53 items were deemed acceptable to measure brand value in this particular context. These items formulated in phase 1 were then included in the final questionnaire and measured together with questions pertaining to the business profile of members in phase 2. Phase 2 focused on analysing brand value from members’ perspective. Self-administered questionnaires were distributed online to all members included in the SATSA database (n=718). A total of 268 questionnaires were completed. To address the goal of this study, selected statistical techniques were employed. Two separate factor analyses were performed on the brand value and brand equity dimensions respectively, which revealed reliable and valid factors, and were used as constructs in the Structural Equation Modelling (SEM) analysis to develop the model. Other statistical techniques included correlations, ANOVAs, and an independent t-test to examine the influence of selected business profile aspects on brand value. The results of the study confirmed that brand value for organisations such as SATSA is, in fact, multifaceted. Brand value in this context therefore consists of financial value, professional trust value, organisational value, network value, social engagement value, in conjunction with brand equity, which is important for developing and sustaining the brand. Professional trust value was also revealed to be a major facet of SATSA’s brand value that requires attention on various levels. The contributions of this research are threefold: From a theoretical point of view, this study is one of the first to identify multiple aspects that specifically contribute to brand value for a non-profit member-driven organisation in the context of tourism, and even more so in a South African context. The development of this model is thus a significant contribution to literature and can be further analysed and tested by other researchers. Secondly, from a methodological point of view, this study sets a benchmark in South African tourism brand value research by designing a reliable questionnaire that measures multiple value aspects for the first time in this context; as well as the construction of a model that captures multiple facets of brand value and reveals unique relationships between specific facets of brand value and brand equity. Thirdly, from a practical perspective the research indicated the current status of SATSA’s brand value, and also equips SATSA with a model that enables them to effectively manage brand value and realise what specifically contributes to increased brand value levels for this organisation. This model can also be tested for organisations with similar brand structures, but also for profit-driven organisations. The information obtained from this study can be applied to conduct a comprehensive assessment of brand value for non-profit, member-driven organisations in the South African tourism industry to encourage value-based management and enable a more proficient value offering. This should lead to optimal member satisfaction, growth in membership numbers and the continuous sustainability of such organisations in South Africa given the competitive operational environment. / PhD (Tourism Management), North-West University, Potchefstroom Campus, 2014

A sociological approach is used to analyze incidences of extreme opportunism in financial markets. Through an analysis of arguably the most widely publicized "rogue" trader events in recent history, a determination is made of the validity of explaining these events as aberrations, attributable to the actions of "rogues". The primary focus is the role of structural factors underlying these incidences of extreme opportunism in financial markets. A diverse range of documentary and other sources is used to avoid any form of bias as far as possible. It was found that structural factors act as countervailing forces to inhibit such behavior or as motivators and facilitators acting as catalysts for extreme opportunism. The balance between these factors largely determines the level of opportunistic behavior in a particular environment. Extreme opportunism is therefore not an aberration or "rogue" occurrence but a manageable phenomenon intrinsic to the social structural context within which it occurs. By conceptualizing these factors as countervailing forces one is forced to view structural factors, like compensation structures and formal and informal restraints, relative to one another and no longer in isolation. This realization translates into the conclusion that restraints and oversight systems for example, should be designed relative to the relevant motivators and facilitators in its area of application. In an environment where traders of highly geared financial products are motivated with multimillion USD incentive packages, a low budget oversight system and inexperienced regulatory staff, is clearly not the appropriate tools to control and manage extreme opportunism. / Criminology / D.Phil. (Sociology)

The principal goal of this research study was to critically evaluate the current accounting treatment of purchased goodwill in terms of a theoretical framework established, including an evaluation of the true nature of goodwill. The main conclusion of this study is that goodwill is an intangible asset representing various intangible factors contributing to the enterprise's earning capacity and providing returns in excess of a normal return on assets employed for which an acquiring enterprise is willing to pay an amount in excess of the fair value of the identifiable net assets acquired. The cost of purchased goodwill is measured as the difference between the total purchase price and the fair value of the net assets acquired after ensuring that all assets, tangible and intangible, had been properly identified. Purchased goodwill should be amortised over the estimated period that the enterprise is expected to benefit from the acquisition of the goodwill. / Financial Accounting / M. Com. (Accounting Science (Applied Accountancy))