Since Mainland China advocated economic reform in 1978, the government appealed to many Taiwanese firms invested with a purpose of boosting trade and investing in this fast growing market. Some of the Taiwanese firms took this opportunity to expand and attain more profit and gradually developed into partners with major international enterprises in the supply chains. In order to increase the visibility in the world and increase the fundraising scale, numerous overseas Taiwanese firms chose to be listed in capital markets. A drastic change in government policy was seen in Taiwan since 2008. The regulations regarding foreign corporations listing in Taiwan capital markets have been largely loosened, which led to a sudden surge of appetite among successful overseas Taiwanese corporations for returning to Taiwan and be primary listed or secondary listed. This study is focused on overseas Taiwanese corporations based in Mainland China, where most of the primary listed firms operate and manufacture products. The main pragmatic issues discussed in this study include operating, managing, accounting and tax, and customs procedures¡Ketc. with a focus on illustration and analysis of tax related risks these firms encounter due to regulations in Mainland China when doing overseas investment restructuring, equity transfer and so on. This study not only investigate the issues of regulations for primary listing of securities in Taiwan, but also utilize case analysis to depict the development of primary listing oriented overseas investment structure and the frame of controlling of share holder¡¦s stock holding structures. Through practical experiences and diagrams to reveal the overseas operation and trading models in illustrations, the study has generated following verified summaries: 1. Analysis of regulations in China and the risk of taxes when corporations trying to make adjustment of overseas investment structure and transition of stock equity. 2. Study Taiwanese entrepurers or foreign companies, most of them are conglomerates companies or family owned business with centralized stock equity where they have the capability to highly conrol the core copany while they go public with the regard to the ownership and the level of controls in operation. 3. Utilize the formate of stock holding by overseas investment compay or through trust, to fullfill the consideration of equity diversification or reduce the burden of taxation.

Industrial structure in domestic market demand in Taiwan has changed in recent years, with most apparent changes occurring in traditional enterprises moving outwardly and prosperity in high-tech industries, both of which are strongly associated with technology, financial capital, and human resources. If businesses are run carelessly, corporations are at high risk of going out of business or bankrupt. Once this occurs, corporations will go into liquidation or reorganization, which will inevitably affect the investment market and the society as well. In other words, the outcome of a corporation bankruptcy could contribute to a variety of problems, such as unemployment, non-absolved debt, and uncollectible financial accounts, which will require some assistance in finding resolutions. These problems are dramatically interfering with the stability of our society. The system of corporate reorganization was mainly created for alleviating the consequences mentioned above. Corporations facing financial problems could file for corporate reorganization. With corporate reorganization, the corporation could reach a resolution to satisfy the overall financial responsibilities and have harmony among its employees, stockholders and creditors, and maybe even revitalize the business. However, in realistic judicial practices, some regulations seem to be inadequate for the purpose of the corporation reorganization mechanism. Moreover, the time from filing a corporate reorganization to having a resolution is too long and typically exceeds the average business lifespan of SMEs (Small and Medium Enterprises). As a result, specialists and scholars debate on whether to re-write or abolish the current corporate reorganization rules and regulations. That is, due to the fact that the characteristic and requirement of corporate reorganization have received criticism in the practical use and practice, there is a need for evaluating and analyzing the legislation of corporate reorganization, and in fact, making it the top priority. The authorities are concerned and realized the importance and urgency of corporate reorganization in practice, so the CEPD proposed a ¡§corporate reorganization and bankruptcy¡¨ act in 2005. This act is attempting to research and indicate the dispute among the drafts, hoping to solve the problems, inefficiency, and injustice in present corporate reorganization system and contribute to legislation that will create a harmony among conflicts of interest with the litigants by means of judicial practice, related-literature, and opinions thus far.

<p><strong>Abstract</strong></p><p><strong>Problem</strong>: The problem of this thesis involves the controversy that the implementation of poison pills generates. The conflict amongst various stakeholders that are affected directly or indirectly by the implementation of the poison pill also contributes significantly to the problem of this thesis.</p><p><strong>Purpose</strong>: The purpose of this thesis is to investigate and compare the benefits of the poison pill adoption on shareholder and management interests. We also seek to evaluate arguments for and against pill adoption, and determine if these arguments are valid in view of facts established from our study.</p><p><strong>Conclusions</strong>: Our study in this thesis has brought us to five conclusions about the poison pill policy in fulfillment of the purpose. We state in our conclusion that arguments for and against the poison pill can both be validated depending on the case, we also state that a general conclusion cannot be drawn as to the negative or positive effect of the poison pill on stakeholders. We proceed to argue that the pill is a very effective fighting toll in the current business world and state that more should be done to regulate pill implementation. We finish up our conclusion by identifying what appears to be an inverse relationship between management and shareholders benefits from the implementation of the pill.</p><p><strong> Originality</strong>: The uniqueness of our study resides in the theoretical framework that is developed from two prevailing hypotheses in the academic research of the poison pill. The previous studies either take on the management entrenchment hypothesis (MEH) or the shareholder interest hypothesis (SIH). However, we have combined the elements of both hypotheses and jointly revealed the advantages and disadvantages of the pill adoption for both management and shareholders via our original management shareholder benefits comparison matrix.</p>

This dissertation includes two related chapters that investigate corporate governance. In the first chapter, we examine the effectiveness of board monitoring on CEOs. It is widely believed that outsider boards are better monitors. In fact, regulations now require that the board of directors of publicly traded firms be composed of a majority of independent directors (or outsiders). However, this paper documents that an insider-dominated board can monitor the CEO just as well as an outsider board can when the firm's CEO is hired from outside. The results suggest that what matters is not so much as the structure of the board, but the "independence" between the board and the CEO it monitors. Specifically, we find that insider boards monitor more of their firms' CEOs if the CEO is hired from outside than from within. In addition, outsider boards monitor both inside and outside CEOs the same way. We also find little difference between insider and outsider boards when they monitor outside CEOs. The main contribution of this paper is to show that an insider board can be an effective monitor as long as it is independent of the CEO. In other words, what is important is board independence, not board structure per se. In chapter two, we examine the relation between the change in a firm's value and its CEO selection sources: internal promotion versus external hire in both high and low product competition environments. Our results show that firms will be better off hiring an outside CEO (external hire) when the firms operate in a low product competition industry. Specifically, the evidence shows that hiring an outside CEO for a firm in a low product competition industry will increase the firm's value by about 3% for the entire tenure of the CEO. The main contribution of this paper is to show that product market competition is an important factor in CEO selection.

Even before the current economic meltdown, waves of downsizing, starting in the late 1970s, had swept corporate America, eroding workers’ expectations of economic security. But not only did downsizing become more prevalent during this period; its basic nature changed. Previously, firms had cut jobs temporarily, to adjust the size of their workforce during a downturn. Since the late 70s, firms have increasingly cut jobs in both good and bad times, in order to boost stock price. My dissertation examines the inter-group power dynamics underlying the transformation of workforce downsizing as a shareholder-value strategy. Examining both downsizing announcements from more than 700 leading U.S. corporations between 1981 and 2006, and actual implementation of the announced downsizing plans, I find at work in the process a shift in ideology, from an emphasis on corporate growth and conglomeration to an emphasis on profitability and shareholder value, an ideology that both reflects and intensifies the growing influence of shareholders over firms and the declining role of labor. My first empirical chapter examines the role of institutional investors and shareholder-value-oriented managers in the transformation. The second empirical chapter examines the potential resistance from labor unions and shows how the anti-union stance of the public policy regime in the 1980s weakened unions’ power to resist. The last empirical chapter examines the role of investors, unions, and executives in the implementation of announced downsizing plans and demonstrates the contested nature of the implementation process. Together, these three chapters illustrate the class politics simmering under the surface of the acceptance of downsizing for shareholder-value maximization, and emphasize the role of agency and power, as constructed by particular institutional logics, not only in promoting but also resisting the process of institutional change. / Sociology

Bakgrund: Alla företag utsätts för risk och en bransch med mycket stor riskexponering är flygbolagsbranschen. Hur risken än hanteras innebär den alltid en kostnad och för att aktieägarvärdet ska bli så högt som möjligt gäller det att minimera denna kostnad. Vilka huvudsakliga risker försäkrar sig passagerarflygbolagen mot? Vilka är motiven till att de försäkrar sig? Är hanteringen av försäkringsbara risker i överensstämmelse med ett aktieägarperspektiv? Syfte: Syftet med denna uppsats är att utifrån finansiell teori analysera passagerarflygbolagens användning av försäkring som riskhanteringsmetod. Analysen sker utifrån ett aktieägarperspektiv. Genomförande: Studien bygger på intervjuer genomförda med försäkringsansvarige på fem olika flygbolag. Dessutom har kompletterande intervjuer genomförts i informationssyfte. Resultat: Vi har funnit att flygbolagen i huvudsak försäkrar sig mot risker som medför stora förlustkostnader. En viktig anledning till att de försäkrar sig är krav från externa parter. Även risken för insolvens har betydelse vid flygbolagens försäkringsbeslut. Studiens resultat visar att flygbolagens hantering av försäkringsbara risker i hög grad överensstämmer med ett aktieägarperspektiv. / Background: All companies are exposed to risk and one example of an industry with a high level of risk exposure is the commercial airline industry. Regardless of how the risk is handled it always involves a cost. To maximize the shareholder value it is necessary to minimize this cost. What are the main risks that the airlines reduce using insurance? What are the main reasons as to why they use insurance? Are the insureable risks managed in a way that corresponds to a shareholder perspective? Purpose: The purpose of this study is to analyze the use of insurance as a risk management method in the commercial airline industry, using financial theory. Research method: We have performed interviews with risk management responsible executives at five different airlines and we have also gathered data by doing two additional interviews. Result: The study shows that airlines primarily insure risks that may lead to great economic losses. Also insurance is required by airline regulating authorities and other external parties. The risk for insolvency is yet another reason to purchase insurance. We have also shown, in this study that the management of insurable risks to a high degree corresponds to shareholder perspectives.

This thesis aims to consider the debates in the field of corporate governance in the fact that there have been and will be dramatic changes in the structure of corporate activities, such as the nature of work and the organization of corporations, as well as the influences of reforms in the financial reforms. Moreover, the emergence of institutional investment in the financial markets, the process of globalization and the development of electronic commerce have the influences on the corporate governance both in Canada and in China. There is an immense magnitude of discussion on various aspects of corporate governance in the academic field. This thesis will focus on comparing two rather distinctive systems of corporate governance, with respect to three specific aspects of the corporate governance. Those are: the board of directors, the role of shareholders, the roles of banks and investors in the two countries, also the reforms in China. Moreover, the convergence of the two corporate governance systems is introduced. / Le présent mémoire vise à faire enquête sur de tels débats dans le domaine de gouvernance des sociétés pour le fait qu'il y a ou aura de changements dramatiques dans la structure des activités des sociétés, par exemple, la nature de travail et l'organisation des corporations, ainsi que les influences des réformes financières. De plus, l'émergence de l'investissement institutionnel dans Ie marché financier, la progression de globalisation et le developpement du commerce électronique ont d'influence sur gouvernance des sociétés tant au Canada qu'en Chine. II y a une magnitude immense de discussion sur les aspects variés de gouvernance des sociétés dans le domaine académique. Ce mémoire présente une étude de comparaison détaillée sur les deux systèmes différents de gouvernance des sociétés concernant trois aspects spéciaux de gouvernance des sociétés, y compris le conseil d'administration, les rôles des banques et les investisseurs dans les deux États, ainsi que les réformes en Chine, de plus, la convergence des deux systèmes de gouvernance des sociétés est introduite. / "Mémoire présenté à la Faculté des études supérieures En vue de l'obtention du grade de Maître en droit (LL.M.)"

Value based management is a process that can be used to determine a business’s value drivers. It attempts to determine how the drivers link to value creation, and then break down the value drivers into achievable activities that can be pursued by employees. Due to strict medicine pricing regulations in the country, it is becoming increasingly difficult for pharmacy businesses to stay profitable. This study set out to develop a value based management framework that could be used by pharmacy management in order to maximise value creation in the business and help ensure its survival despite the strict pricing regulations. Secondary objectives were to contextualise the term “value based management”, to identify the value drivers in a pharmacy business and to determine the extent to which value based management and its principles are being applied in pharmacies in the North West region of South Africa. The research study began in the literature where the term “value based management” was introduced and a literature study was done to conceptualise the term by investigating why value based management and value creation were important. Value based management metrics, the components of value based management; and key success factors for the implementation of value based management principles were investigated. A further literature study was done to identify possible value drivers in a pharmacy business. An empirical study was conducted among registered pharmacists in the North West region of South Africa. Using the value drivers identified in the literature study as constructs, a questionnaire was designed to explore participants’ level of exposure to (and knowledge of) value based management as well as the extent to which the principles of value based management were being applied at the pharmacy businesses where participants were employed. Analysis of the responses showed the questionnaire to be reliable and valid. The results of the study highlighted that many respondents’ lack knowledge regarding the constructs (value drivers), cost price in the dispensary and cost of wages. Constructs (value drivers) that were better understood included product mix in the front shop and debtors’ control. Constructs (value drivers) that were best managed at the pharmacies where participants were employed, were cost price in the front shop and stock control. Constructs (value drivers) that were not as thoroughly managed were sales growth in the front shop and cost of wages. Conclusions regarding the findings of the research study were presented and recommendations were made. The research study was evaluated opposite the primary and secondary objectives with the conclusion that both were achieved. Finally, recommendations for further research into value based management and the application of its principles in pharmacy businesses were proposed. / Thesis (MBA)--North-West University, Potchefstroom Campus, 2013.

Value based management is a process that can be used to determine a business’s value drivers. It attempts to determine how the drivers link to value creation, and then break down the value drivers into achievable activities that can be pursued by employees. Due to strict medicine pricing regulations in the country, it is becoming increasingly difficult for pharmacy businesses to stay profitable. This study set out to develop a value based management framework that could be used by pharmacy management in order to maximise value creation in the business and help ensure its survival despite the strict pricing regulations. Secondary objectives were to contextualise the term “value based management”, to identify the value drivers in a pharmacy business and to determine the extent to which value based management and its principles are being applied in pharmacies in the North West region of South Africa. The research study began in the literature where the term “value based management” was introduced and a literature study was done to conceptualise the term by investigating why value based management and value creation were important. Value based management metrics, the components of value based management; and key success factors for the implementation of value based management principles were investigated. A further literature study was done to identify possible value drivers in a pharmacy business. An empirical study was conducted among registered pharmacists in the North West region of South Africa. Using the value drivers identified in the literature study as constructs, a questionnaire was designed to explore participants’ level of exposure to (and knowledge of) value based management as well as the extent to which the principles of value based management were being applied at the pharmacy businesses where participants were employed. Analysis of the responses showed the questionnaire to be reliable and valid. The results of the study highlighted that many respondents’ lack knowledge regarding the constructs (value drivers), cost price in the dispensary and cost of wages. Constructs (value drivers) that were better understood included product mix in the front shop and debtors’ control. Constructs (value drivers) that were best managed at the pharmacies where participants were employed, were cost price in the front shop and stock control. Constructs (value drivers) that were not as thoroughly managed were sales growth in the front shop and cost of wages. Conclusions regarding the findings of the research study were presented and recommendations were made. The research study was evaluated opposite the primary and secondary objectives with the conclusion that both were achieved. Finally, recommendations for further research into value based management and the application of its principles in pharmacy businesses were proposed. / Thesis (MBA)--North-West University, Potchefstroom Campus, 2013.

Die Standortnotwendigkeit ist Problem und Chance für Unternehmen (Standortsuche) und Standorte (Standortmarketing) gleichermaßen. Unternehmen sind dabei dem Einfluss durch die Gewichtung von Shareholder- und/oder Stakeholderinteressen unterworfen und der Wirkung harter wie weicher Standortfaktoren ausgesetzt. Die klassische Standortlehre allein stellt dabei nur einen unzureichenden Handlungsablauf dar. Ihr gegenüber ist die Annahme eines Standortfaktorenmix mit objektiven wie subjektiven Kriterien sinnvoller. Die Standortanalyse klassischer Ansätze kann durch verhaltens- und strukturorientierte Vorgehensweisen sinnvoll erweitert werden, um dem Situationsgemenge aus ökonomischem Ziel, unternehmerischer Situation und subjetiver Standortentscheidung besser gerecht zu werden. Die Annahme vollständiger Produktionsverlagerung weicht der Verlagerung einzelner Wertschöpfungsstufen innerhalb einer Wertschöpfungskette. Ein vernünftiger Analyse- und Entscheidungprozess muss daher ganzheitlicher erfolgen und führt dann zu besser abgesicherten Antworten auf die Fragen nach dem "was" wird "weshalb" notwendigerweise "wohin" verlagert.