Le rachat d'actions est devenu au fil des années une opération financière répondue au même titre que la distribution de dividende. Toutefois, le rachat reste une opération complexe dont la recherche peine à apprécier les motivations et les conséquences. En effet, la décision de rachat est à la fois une décision d'investissement, de distribution, de structure de capital et un moyen de modifier la structure de l'actionnariat. Cette recherche se penche sur les motivations des opérations de rachat d'actions annoncées sur le marché français et analyses leurs conséquences et impacts sur le cours de l'action, les conflits d'agence et la structure de l'actionnariat. / The share repurchase has become in recent years an increasingly important instrument for distributing cash to shareholders. However, the repurchase is a complex operation whose research has difficulties to appreciate its motivations and consequences. Indeed, the decision to repurchase is an investment, payout, and capital structure decision and also the way to change the ownership structure. This research examines the motivations of buyback program of French market and analyzes their implications and impacts in stock price, agency conflicts and ownership structure.

Payout policies is one of the most discussed topics in corporate finance. Since Miller & Modigliani (1961) dividend irrelevance theory, which was based on perfect markets, many theories have been developed in order to incorporate market imperfections to payout decisions. Numerous scholars have been trying to explain why companies pay dividends, whether they should compensate investors with alternative methods such as share repurchases or not distribute cash at all. The theme has gained lots of attention during the 21-st century driven by the subprime financial crisis in 2008 and mostly recently, in 2020, due to economic impacts brought by the Covid 19 pandemic. Another important aspect that makes the study of payout policy relevant in the 21-st century is the unique impacts of unveiled trends such as globalization and volatile markets, increased importance of ecology and sustainability, emergency of fast growth firms (mainly in the Tech industry) and change characteristics of listed firms. Globally there is a tendency of reduction in the number of listed firms and also deterioration in the quality of earnings. Additionally, there is no consensus about which factors influence a firm propensity of distributing cash to shareholders, which makes the topic very intriguing. Previous research has been conducted mainly within US firms. Few studies have been conducted regarding payout policies in the Nordic countries and most of them give little attention to share repurchases and payout policy determinants. Therefore, we decided to conduct a study regarding the patterns and determinants of payout policy in the 21-st century with focus on the Nordic countries. The purposes of the study are: first, to understand the pattern of payout policies in the Nordic countries during the 21-st century and second determine if there is a relationship between a number of firm’s selected factors and firm’s payout policy. As a sub purpose we intend to examine whether the Covid 19 pandemic had any effect on Nordic firm’s payout policies. The factors investigated, namely: debt, profit, retained earnings, growth opportunities, cash holdings, size and age were identified through a detailed literature review. We collected data from Thomson Reuters DataStream Eikon covering the period between 2000 and 2020 for 1,153 firms from all Nordic countries: Denmark, Iceland, Finland, Norway and Sweden. The study follows a quantitative research method with a deductive approach, and we have based the theoretical framework on the following theories: Miller-Modigliani dividend irrelevance theory, Signaling theory, Agency theory, Life-cycle theory and Substitution and Flexibility hypotheses. In order to determine whether there is a relationship between the companies selected factors and the payout ratios we conducted ordinary least square (OLS) correlation analysis. Additional regression analysis was conducted to verify possible impacts of Covid 19 on Nordic payout policies. Results indicate that some firms’ selected characteristics such as debt, size and age have an impact on Nordic firms’ payout policy during the 21-st century. Larger firms with lower debt are more willing to pay cash dividends, while older firms tend to present higher levels of share repurchase. Firms’ characteristics showed no impact on changes in payout ratios during the initial period of Covid 19.

It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.

It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.