This paper argues that “enlightened shareholder value” (“ESV”) offers a “third way” between the shareholder primacy and stakeholder theories of the corporation; one that maintains the creation of shareholder value as the corporation’s primary function, but requires directors to take into account the environmental impact of the corporations’ operations. ESV requires directors to “have regard to”, among other things, “the impact of the company’s operations on…the environment.” The obligation to “have regard to” should be interpreted as a procedural duty requiring directors to inform themselves as to the environmental impact of the corporation’s operations, which may in itself cause directors to reallocate corporate resources to environmental protection. ESV may also improve corporations’ environmental disclosure and impact social norms of corporate behaviour with respect to the environment. Any negative impact of ESV on present shareholder returns is justified by the obligation to avoid imposing foreseeable severe or irreparable environmental harm on future generations.

Ett av de vanligaste sätten att bedriva näringsverksamhet i Sverige är genom att bilda ett aktiebolag. De svenska aktiebolagen regleras genom ett omfattande regelverk i aktiebolagslagen. Ägarna i ett privat aktiebolag är inte alltid tillfreds med reglerna i aktiebolagslagen, utan vill reglera vissa förhållanden ytterligare mellan sig. Aktieägarna har möjlighet att genom aktieägaravtal reglera vissa förutsättningar för verksamheten. När aktieägarna väljer att reglera vissa förhållanden mellan sig i ett aktieägaravtal kan det uppstå skillnader mellan vad som gäller enligt aktieägaravtalet och vad som gäller enligt aktiebolagslagen. Det råder en självständighet mellan avtalsrätten och aktiebolagsrätten vilken innebär att aktieägarna inte med bindande verkan kan avtala vissa förhållanden sinsemellan samt att avtalet inte ses som aktiebolagsrättsligt gällande i vissa fall. Uppsatsen har som syfte att utreda de rättsverkningar som ett aktieägaravtal kan ge upphov till i två situationer, det handlar dels om när avtalsparterna är aktieägare, dels när avtalsparterna är styrelseledamöterna. I situationen med aktieägarna utreds två scenarier dels om ett partnermöte kan utgöra en bolagsstämma, dels om själva aktieägaravtalet kan utgöra ett protokoll med beslut som får samma rättsverkningar som ett bolagsstämmobeslut. I situationen med styrelseledamöterna utreds huruvida de kan bli bundna av avtal och vilka följder det kan få. Slutsatserna som presenteras i uppsatsen är att den svenska aktiebolagsrätten är mycket försiktig vid tillåtandet av att ge aktieägaravtal rättsverkningar även aktiebolagsrättsligt. Enligt uppsatsförfattaren finns det dock anledning att, under förutsättning att vissa rekvisit är uppfyllda, tillåta verkningar för aktieägaravtal inom aktiebolagsrätten. / One of the most common ways to carry out business activities in Sweden is by establishing a limited liability company, which are regulated by extensive rules in The Swedish Companies Act. The shareholders of such companies are not satisfied at all times with the rules in the Act and therefore want to regulate certain conditions between each other. They have the possibility to regulate such conditions by enter into a shareholder agreement. When the shareholders choose to regulate conditions between each other there might be a difference between what is valid according to the agreement and to the Act. In Sweden there is autonomy between the contract laws and the corporate law, which means that shareholders mutually cannot contract certain conditions and that the contract in some occasions does not become binding according to corporate law. This thesis has as its purpose to investigate the legal effects of a shareholder agreement in two situations; firstly when the parties are the shareholders and secondly when the parties are the members of the board of directors. In the first situation two scenarios are investigated, firstly if a meeting prior to a general meeting can have the same legal effects as a general meeting and secondly if the shareholder agreement can have the same legal effects as the minutes from a general meeting. In the situation with the members of the board it is investigate if they can enter into a contract and the legal effects thereof. The conclusions presented in this thesis are that the corporate law in Sweden is very cautious in giving shareholder agreements legal effects. According to the author of the thesis there are however certain occasions where the shareholder agreement should be given legal effects not just between the parties but also in relation to the corporate law, if certain requirements are fulfilled.

With the increasing complexity of banking operations, the demand for extensive disclosure has advanced over the years. In 2007, the International Accounting Standards Board (IASB) has consolidated and expanded disclosure requirements related to financial instruments in IFRS7. Arguably, the adoption of IFRS7 in Europe was met with substantial differences in implementation among countries. Moreover, IFRS7 was launched a few months before the global financial crisis hit Europe. This study examines the level of disclosure according to IFRS7 of 12 banks spread across Europe using their annual accounts from 2007-2010. The banks were chosen on the basis of their market capitalization by the end of 2007. A disclosure index based on IFRS7 was created for this study to evaluate the level of disclosure of the banks. After examining the disclosure level, this paper analyzes if there is a correlation between compliance on disclosure index and bank performance as measured by the Total Shareholder Return. This study aims to find out if a high compliance significantly affects performance in terms of TSR and if it helped banks weather the global financial crisis. The background part provides a broad perspective on disclosure, financial reporting, accounting standards, and IFRS7. It also provides a situation on bank run, and on the recent financial crisis. With the use of secondary data from published accounts of banks, the empirical study presents the disclosure level of banks and TSR performance. The findings suggest that most banks have a selective compliance and moderate fulfillmenton disclosure obligations. Inadequacy is particularly seen in areas where additional disclosure is required by using the implementation guidance of IFRS7. The correlation between compliance and performance is seen to be very minimal which suggests that a high disclosure during a financial crisis does not help prevent huge financial losses.

Both advertising and research and development (R&D) can be viewed as two factors crucial to long-term corporate growth. The purpose of this study is to investigate the effects of the advertising, R&D and interaction between advertising and R&D on shareholder value concerning economic scale and industry concentration. The empirical results show R&D investments may generate innovative products which enhance shareholder value. Moreover, the interaction between advertising and R&D is significantly and positively related to shareholder value. In practice, advertising plays a role to build brand awareness for innovative products. Additionally, we examine how economic scale and industry concentration influence the effects of advertising and R&D on shareholder value individually. With the respect to economic scale, advertising and R&D strategies may increase shareholder value more significantly for firms with high economic scale (large firms). The synergy between advertising and R&D is only significant and positive for firms with low economic scale (small firms). This implies that small firms should invest in advertising to build brand awareness and promote new products while large firms have already developed brand awareness, so the large firms should specialize in core competences. Firms in competitive industry rely more on successful advertising campaigns to increase sales. Moreover, economic scale and industry concentration significantly moderate the effectiveness of advertising and R&D. Under the limited firm sources, managers should decide the appropriate mix of advertising and R&D to maximize shareholder value significantly according to economic scale and industry concentration.

As economies are increasingly driven by services, the introduction of new services to satisfy customers and improve firm value is becoming a critical issue for managers. In my dissertation, I take a step in improving the understanding of service innovations. In the first essay, I look at the determinants of the number of service innovations introduced by a firm and their interrelationship with customer satisfaction and firm value. Furthermore, I look how these interrelationships vary between Internet-Enabled Service Innovations (IESIs) and Non-Internet-Enabled Service Innovations (NIESIs). I develop a system of equations that link service innovation, customer satisfaction and firm value. I model the determinants of service innovations, using a zero-inflated Poisson model. I estimate the model on a panel data set that I assembled across multiple industries from multiple data sources such as the American Customer Satisfaction Index, Compustat, SDC Platinum, and LexisNexis. My results reveal that IESIs are more strongly influenced by financial resources of the firm and by market growth than are NIESIs. Surprisingly, neither IESIs nor NIESIs have a significant direct effect on customer satisfaction. However, IESIs have a positive and significant effect on firm value. Given the differences between consumer markets and business markets, it is important to understand better the determinants and outcomes of business-to-business service innovations (B2B-SIs). In my second essay, I empirically address this issue. I develop a modeling system that relates service innovation to firm value. I estimate my model on unique panel data of service innovations. Results indicate that B2B-SIs have positive effects on firm value. Furthermore, I find that the number of B2B-SIs introduced by a firm is primarily determined by firm-level factors rather than marketlevel factors Overall, I find that regardless of firm type or market type, the number of service innovations introduced by a firm has a substantial impact on firm value. In particular, IESIs and B2B-SIs increase firm value. In addition, the two essays also show that liquid financial resources are important determinants of service innovations. This is especially true for IESIs and B2B-SIs.

Latterly, ¡§corporate governance¡¨ has become an important idea all over the world. There are many companies around the world went bankrupt. Those are often because that their directors or CEOs did not manage the company for the profit of their shareholders, but for their self. In order to make their benefits, the directors and CEOs even did many things illegally to harm the interest of the company. In order to stop this trend, the administration all over the world attempts to reform their corporate governance system. Although the corporate governance system of Taiwan has also been improved during the recent years, it is hard to say that our system is in the perfect condition. Hence, the purpose of this thesis is to try to analyze the corporate governance system of Taiwan, and to give some suggestion for the governance system in the future. There are six chapters in this thesis. Next segment is the introduction of these chapters. Chapter 1: Descript the incentive, purpose, range and structure of this thesis. Chapter 2: Discuss the agency theory, introduce the idea of ¡§corporate governance¡¨, and realize the capital structure of the company in Taiwan. Chapter 3, 4, 5: Analyze the self-governance mechanisms in Taiwan. The self-governance mechanisms include shareholder, board and supervisory board. At the end of each chapter, the thesis will give some suggestion about our corporate governance in the future. Chapter 6: Summarize all the viewpoints and suggestion in this thesis.

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This study examines the changes in the inside ownership structure of companies after undergoes initial public offering in Taiwan. After initial public offering, the company¡¦s shares are in public possession while inside shareholders only possess part of its shares. To maximize their own interests, inside shareholders¡¦ ownership policies may vary due to different factors. Literature review shows that after IPOs the inside shareholders¡¦ share tends to be dropping but previous research focuses mostly on the changes in operating performance and ownership structure after IPOs. DeMarzo and Urosevic (2006) believe that the changes in inside ownership structure are due mainly to the trade-off between monitoring incentives and diversification. My study aims at companies which undergoes IPOs in Taiwan Stock Exchange Corporation or at GreTai Securities Market between Jan. 1st 1998 and Dec. 31st 2000. The article investigates how such factors as, corporate value, corporate risks, inside/outside shareholders¡¦ risk tolerance and the ownership structure of companies which undergoes IPOs, have effects on inside shareholders¡¦ share-holding adjustment speed, long-term share holding equivalence level as well as the long-term share holding differences between inside/outside stockholders and little investors. My findings substantiate my assumption that risk factors and monitoring incentives do have effects on the shareholders¡¦ ownership policies and that factors mentioned above do have different effects on the inside ownership structure of IPO companies. The more inside stockholders avert risks, the higher the share-holding adjustment speed becomes. In contrast, the more share inside shareholders possess during IPO, the lower the speed. Inside shareholders¡¦ optimal ownership policies are positively relevant to the corporate value and negatively relevant to corporate risks. They are also positively relevant to the risk aversion of investors. The degree of risk aversion on the part of both investors and inside shareholders also influences ownership structures of various shareholders.

ABSTRACT Effective January 1, 1998, Republic of China¡¦s income tax turned from an independent duty to a 2-in-1 system. The move was mainly to eliminate repeated taxation created when it was an independent duty. The move also allowed business tax paid by companies be allocated to shareholders at the same time when distributing bonuses as a deductible item from the combined income tax to be filed by shareholders as individuals, making all business income be levied only once. The new tax system may be good, fair and reasonable, only the poorly prepared maximum deductible amount set by the government to shareholders and the 10% business income tax imposed on pending yield of companies made the new system unreasonable in many ways or kept the system itself from successful implementation. Excessively complicated computing triggered disputes and discontent among taxpayers, making the government taxation even a more difficult task. It is expected that this study, with its discussions and recommendations on the regulations concerning shareholders¡¦ deductible tax rate and 10% business income tax imposed on pending yield of companies in Republic of China¡¦s 2-in-1 tax system, could serve as reference in future amendments waged by the government. As of shareholders¡¦ deductible items, the different times of effectiveness of shareholders¡¦ deductible could create vacuum in leasing plans for businesses, we would like to suggest final accounting estimates of payable or paid income tax into balance of shareholders¡¦ deductible accounts. Owing to the maximum deductible amount set for shareholders, when a company having the income tax paid for the year is different from its financial income or when asked to make up income tax of past years or income tax for pending yield, discrepancy in the definition of income tax given in financial accounting rules and income tax laws would result in deficits in computing shareholders¡¦ deductible rates, making successful allocation less probable. On the contrary, companies eligible for preferential treatments in terms of deductible taxes for investments are exempted from said maximum amount. Further, businesses, either of sole capital or association, having not to establish any shareholders¡¦ deductible account per income tax, are exempted from the maximum amount as well. Besides, it is stipulated in the income tax law that, when a company allocates its yield to directors, controllers as remuneration and bonuses, deductible items must be excluded and totally eliminated. These are all considered to be unreasonable practices as they mean counter -elimination of traditional industry in the Republic of China, making it necessary to review, improve or even revoke the stipulation in the income tax law concerning shareholders¡¦ maximum deductible amount and allocation. In terms of the 10% business income tax imposed on pending yield of companies, the major dispute arisen from the tax reform focuses on the definition of company¡¦s pending yield as specified in the income tax law. Pending yield computed per Art. 66-9 of the income tax law is different from the pending yield given in the financial accounting rules and business accounting law on one hand, on the other, is differs from the text of other provisions of the income tax law. The narrow sense and missing in company¡¦s pending yield defined in the article would allow a company produce pending yield and the 10% business income tax imposed on pending yield could trigger helical effect of additional tax. Further, other issues such as pending yield for stock interests a company is assigned to, the problematic tax deduction for deductible shares of overseas Chinese and foreign shareholders for pending yield, listing of deduction loss reserve for overseas investment when computing pending yield overseas investments conducted by companies as approved by competent authorities, failure to listing pending yield as deduction by a company adjusting or negotiating on adjustment of revenue with tax offices are all unreasonable issues created by the 10% business income tax. Besides, statistics indicate that the 10% business income tax imposed on pending yield of companies does not mean help when it comes to state tax income, it only triggers entangled administrative tasks and disputes. This suggests that the 10% business income tax imposed on pending yield of companies needs discussion or revocation. Finally, we like to discuss the medium and small companies in the Republic of China because of organization scale or cost factor that keep them from establishing sound accounting systems and internal controls that eventually would result in false registered capital, misappropriation of company loans, tax evasion by illegal issuance or access to invoices, the lack of books or even 2 books. The written review system implemented by the government is only created by the lack of manpower and as a way to simplify the procedure. The system allows that businesses having revenues of not exceeding a specific amount and with income subject to allowable adjustments and net yield rates at specific levels be exempted from submitting books, as approval would only be granted on written documents Besides, difference between the revenue subject to allowed adjustment and the revenue registered on books would be listed as deduction as pending yield. Such a system will never invite medium and small businesses establish sound accounting systems and internal controls and become an unfair system to businesses having books and filing their tax and, consequently, needs further discussion and improvements. Key word¡GIntegrated income tax system , Shareholder deductible tax , Undistributed surplus earnings

Thesis (doctoral)--Universität, Köln, 2000.