Magister Legum - LLM / If a company is harmed by the behaviour of a director as a result of financial misstatements, shareholders may suffer the economic consequences in the form of a diminution in the value of their shares. Failure on directorship level in these circumstances has on more than one occasion resulted in aggrieved shareholders seeking to recover damages suffered and losses incurred in terms of section 218(2) of the Companies Act 2008. This was the situation in the recent cases, Hlumisa Investment Holdings (RF) Limited v Kirkinis and in Itzikowitz v Absa Bank Limited. While I am unaware of any reported case arising from the much-publicised Steinhoff scandal, there appear to be moves in the direction of court action to recover pure economic loss. Steinhoff shareholders are seeking to hold the retail group‘s directors to account. Scandals like Steinhoff and African bank are disturbing because it points to a lack of clarity and certainty in South African company laws in respect of director‘s personal liability in these circumstances. It is for this reason that this study investigates whether shareholders can institute personal liability claims against directors for causing shareholders a diminution of the value of the shares in the company as a result of poor decision making on directorship level, since such a loss is merely reflective of the company‘s loss. Although, after Itzikowitz v Absa Bank Limited, the position seems to be settled in our law, we still have incidences where shareholders are seeking to hold directors personally liable for the diminution in share price under section 218(2) of the Companies Act 2008. It is for this reason that the study explores the scope of section 218(2) and investigates many related questions surrounding section 218(2), in light of directors‘ personal liability and shareholder protection.

It is claimed that Swedish firms are at the forefront of integrating sustainability into their businesses. This study assesses whether a relationship between Corporate social responsibility (CSR) activities and managerial agency problems exists in Swedish listed firms. The rationale of the study lies on whose preferences are fulfilled and if these activities are caused by incentives to maximize shareholders’ value or by incentives to extract managers’ personal benefits. An ordinary least squares (OLS) fixed-effects panel regression is conducted to investigate this relationship where the results show an insignificant and mostly positive relationship between CSR activities and the managerial agency problems as measured by the Environmental, social and governance (ESG) score. Therefore, we are not able to reject nor confirm that CSR activities are driven by managerial agency problems. However, our findings are surprisingly also presenting a significant and negative estimate for Tobin’s Q and ROA. This implies that CSR activities are not caused by value-creating incentives for the shareholder. However, if CSR activities are caused by managerial agency problems or other reasons remains unconfirmed.

Background: As corporate social responsibility (CSR) has increasingly received more awarenessdue to a growing expectation of corporations to actively engage in social and environmental issues,understanding the factors influencing CSR is of great importance. Prior literature has shown theownership structure to be contributing factors for variances in CSR performance found amongstfirms. Thus, making this a relevant subject for a deeper understanding for the driving forces behindCSR performance. Purpose: The aim of this study is to explain how the ownership structure, more specifically theidentity and concentration of the owner, make firms engage in CSR activities. Additionally, thisthesis aims to contribute to the literature explaining the relationship between ownership structureand CSR performance in the Swedish context. Method: This study uses a positivistic view of research where a deductive approach is appliedusing a quantitative method to investigate the relationship between ownership structure and CSRperformance. The data were collected through databases, financial reports, and academic articlesand analyzed using Spearman correlation matrix and Tobit regression model. Findings: The findings show that a higher level of concentrated ownership is related to a lower CSR performance. Further, firms with a long-time horizon are more prone to CSR engagementthan firms with a short time horizon. Lastly, the institutionally entrenched ownership structure inSweden shows no relationship to CSR performance.

Bakgrund: Familjeföretag är en vanlig företagstyp både i Sverige och i världen och har vanligtvis bolagsformen aktiebolag. Definitionen av ett familjeföretag innebär att en majoritet av företaget ska ägas och kontrolleras av en familj som antingen grundat eller förvärvat företaget. Vidare ska även minst en familjemedlem vara verksam i företagsledningen. Familjeföretag ärvs vanligtvis inom familjen samtidigt som försäljning till utomstående också förekommer. I och med att andra ägare än grundarna driver företaget kan nya värderingar och preferenser ta plats i bolagsstyrningen än vad företaget grundades på. Problematiken är att få familjeföretag framgångsrikt drivs vidare efter ägarskiften. En möjlig orsak till det är förändrade representationer av värderingar och strategier, exempelvis kortsiktiga nyttor. Syfte: Rapporten syftar till att skapa en ökad förståelse för ägarnas främsta värderingar gällande sitt företagande och hur det har implementerats i bolagsstyrningen. Ägarna är valda från små och medelstora familjeföretag och har genomgått minst en form av ägarskifte. Rapporten fokuserar på de gemensamma dragen hos dessa ägare. Metod: Genom en kvalitativ metod har elva intervjuer med ägare och ledare i tio små och medelstora familjeföretag utförts. Sekundärdata har även samlats in genom företagens hemsidor och årsredovisningar. Gemensamma drag har sedan analyserats. Slutsats: Gemensamt bland studerade familjeföretagsägare värderas främst det långsiktiga ägandet och gärna genom deras barn. Vidare värderades det även att fortsätta vara en lokal aktör, öka lönsamheten och skapa tillväxt. Därför har långsiktiga investeringar gjorts och fokus har lagts på relationer till kunder, leverantörer och medarbetare. Flera ägare hade tillsatt externa individer som bland annat VD, styrelseordförande och styrelseledamöter i syfte att ta bättre beslut. / Background: Family business is a common type of business both in Sweden and worldwide and usually under the form of a limited company. The definition of a family business means that a majority of the business must be owned and controlled by a family that has either founded or acquired the business. Furthermore, at least one family member must also be active in the company's management. Family businesses are usually inherited within the family, while sales to outsiders also occur. As owners other than the founders run the company, new values and preferences can appear in corporate governance. The problem is that only a few family businesses are successfully run after the change of ownership. One possible reason for this problem is changed representations of values and strategies, such as short-term benefits. Aim: This report aims to create an increased understanding of the owners' main values regarding their business and how it has been implemented in corporate governance. The owners are selected from small and medium-sized family businesses, that have undergone at least one form of ownership change. The report focuses on the collective features of these owners. Method: Through a qualitative method, eleven interviews with owners and leaders in ten small and medium-sized family companies were conducted. Secondary data has was also collected through the companies' websites and annual reports. Collective features have then been analyzed. Conclusion: Collective values among studied family business owners are primarily long-term ownership and preferably through their children. Furthermore, it was also valued to continue to be a local player, increase profitability and create growth. Therefore, long-term investments have been made, and focus has been placed on relationships with customers, suppliers and employees. Several owners had appointed external individuals such as the CEO, Chairman of the Board and Board members to make better business-related decisions.

Understanding the contribution of marketing to the shareholder value of a company has been a major challenge for marketing research. The purpose of this dissertation was creating and validating an attitudinal measure of customer equity in hospitality businesses, thus providing a link between return on marketing and the shareholder value of a company. The theoretical background of the customer equity construct was examined, and then systematic scale development processes were initiated. The results produced two concise scales: (1) 17 items that represent the six dimensions of customer equity in the restaurant industry and (2) 19 items that represent the six dimensions of customer equity in the hotel industry. Six dimensions of customer equity achieved strong convergent validity, discriminant validity, and internal consistency, indicating unidimensionality of the constructs. To further validate the newly developed scale, criterion validity was checked in correlation with six criterion measures using data collected from 590 hospitality industry consumers. The results demonstrate that customer equity closely reflects the shareholder value of a company. Also, it was found that value equity, brand equity, relationship equity, and service quality are significantly and positively correlated with overall customer equity of a company. In conclusion, customer equity represents the long-term value of a company, and reflects shareholder value of the company, thus providing a link with return on marketing investments. Theoretical and managerial implications are discussed. / Ph. D.

This dissertation presents a legal and regulatory framework of corporate social responsibility (CSR) and the effect it has on social transformation in South Africa. It is premised on Dodds' theory of stakeholder protection which is articulated with greater clarity by Jeff Smith. He states that directors are agents of all stakeholders. In other words, they have the responsibility to ensure that every stakeholder's rights and interests are protected and fulfilled. This, he further explains, should be carried out by means of a balancing exercise between each stakeholder interest in every transaction. The dissertation demonstrates how the private sector can 'effectively' utilise principles of CRS to contribute towards and expedite social transformation. The significance of social transformation rests on it being a constitutional imperative as employed to redress the legacy of Apartheid. Lastly, the dissertation discusses CSR and how it affects social transformation in India and the United Kingdom (UK) with the aim of gleaning comparative insights. The dissertation then makes recommendations that the South African CSR legislation should embody objectives of our broader national interests similar to the Indian approach. In addition, it argues for a fully defined set of directors' duties which promotes compliance with CSR goals similar to the UK approach.

Trust law has hindered beneficiaries from exerting their voice in the administration of their funds. Yet, individuals do have opinions on how they want their funds to be invested and wish to direct the investments to align with their values. For a majority of individuals, this influence is mainly through their retirement fund investments. However, trust law means that the ultimate power to decide on the investment process rests in the hands of trustees to act on behalf of all beneficiaries. And trustees also further delegate most investment decisions to the investment managers. The findings of this research, as other researchers have also found, suggests that individuals who have some knowledge of SRI show a greater willingness to invest in sustainable funds. It also suggests that after choosing the type of funds that they wish to invest in, individuals place a lot of trust in their trustees to act in their best interests by investing responsibly. The research explores the various dynamics that are at play that explain individual behaviour and attitudes towards financial planning with regards to their retirement investments. The implications of my findings may have relevance in understanding what drives individuals to become active in the investment arena and may serve as a harbinger to changes in fiduciary relationships as we know them. Further research can be done in this area that will assist policy makers to consider regulation changes that could lead to the greater inclusion of final beneficiaries in the investment management process.

Gli amministratori delegati e le aziende sono sempre più sotto i riflettori dei media e del pubblico in generale. Ad oggi pochi studi hanno compreso quali variabili influenzano l’attivismo degli azionisti, così come quali variabili portano a far sì che gli stakeholder aziendali reagiscano negativamente di fronte a determinate caratteristiche aziendali. La tesi intende quindi approfondire tre fenomeni: le reazioni degli individui nei confronti del compenso percepito dal CEO e nei confronti della performance aziendale; l’attivismo degli azionisti nei confronti del linguaggio utilizzato dal CEO; l’attivismo degli azionisti nei confronti delle politiche di CSR adottate dalle aziende. Il primo capitolo si intitola “Eccessività e merito del compenso del CEO” e mira a comprendere l’effetto che il compenso del CEO e la performance aziendale possono avere sulle percezioni degli stakeholder. Il secondo capitolo si intitola “Attivismo degli azionisti e linguaggio del CEO”. Lo studio dimostra che un linguaggio in cui è frequente l’utilizzo del simbolo “shareholder-value” porta gli azionisti a valutare il CEO in modo più favorevole e a ridurre il loro attivismo nei confronti dell'azienda. Il terzo capitolo si intitola “L’effetto delle politiche di CSR sull’attivismo degli azionisti” e mira a comprendere l’effetto delle politiche di CSR sulla probabilità che un'impresa venga presa di mira da azionisti attivisti. / CEOs and corporations are under the spotlight and relatively little is known about what influences shareholder activism and stakeholder reaction towards specific CEO-level and firm-level characteristics. This thesis aims at investigating three phenomena: individuals’ reactions towards CEO pay and firm performance; shareholder activism towards CEO’s use of language; shareholder activism towards CSR policies. The first chapter is entitled “CEO Compensation Excessiveness and Deservingness” and aims at investigating the effect of CEO pay and corporate performance on individuals’ negative reaction. The second chapter is entitled “Shareholder Activism and CEO’s Use of Language”. Drawing on signaling theory and the symbolic management perspective, the chapter shows that a CEO’s use of language that is congruent with the prevailing governance model of shareholder value maximization leads shareholders to evaluate the CEO more favorably and to reduce their activism toward the firm. The third chapter is entitled “The Effect of CSR Policies on Activist Shareholders” and aims at investigating whether CSR policies attract activist shareholders. The chapter theorizes and examines the effect of CSR policies on the probability of a firm being targeted by activist shareholders, as well as the moderating effect of firm positive reputation in the relationship between CSR policies and shareholder activism.

The objective of this study was to gain increased knowledge regarding BlackRock’s ability to influence their Swedish owned companies. The scope of this thesis has been to study eight companies where BlackRock have holdings. The actions of BlackRock are studied from two approaches, direct influence and indirect influence based on the literature review. The direct influence is a formal approach, including information regarding BlackRock’s participation in the nomination committee, the board of directors and their votes during the annual general meetings. The indirect influence consists of non-legal binding activities and includes information regarding BlackRock’s use of broad-based communication in form of CEO letter, where interpretations of the CEO letter have been compared to the studied companies’ annual reports. The study uses a qualitative method strategy with a deductive approach, together with data triangulation. The collected results and the analysis showed that BlackRock uses both direct and indirect methods to influence and deviates from the Swedish corporate code of governance in their methods of influence. One of the conclusions was that BlackRock, with their CEO letter, managed to influence their owned companies in regards to sustainability reporting according to SASB och TCFD framework.

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