MASTER OF MANAGEMENT IN FINANCE & INVESTMENT (MMFI) 2015 RESEARCH REPORT / This paper assesses shareholder wealth creation in target and acquiring companies as a result of an acquisition, in particular, a hostile takeover. The paper reviews existing mergers and acquisitions literature and also considers a case study in order to review some practical results. The case study of the Bidvest Group hostile takeover of Adcock Ingram Pharmaceuticals that took place in January 2014 in South Africa is reviewed. A detailed qualitative and quantitative analysis is conducted to ascertain and quantify shareholder wealth creation after the takeover. The analysis conducted included a financial assessment using relevant financial indicators, an analysis of existing literature and interviews with key board directors of Adcock Ingram Pharmaceuticals. To ascertain whether the results of the target company, Adcock Ingram Pharmaceuticals, are either in line, below or above industry performance after the takeover, Adcock Ingram Pharmaceuticals’ results are benchmarked against Aspen Pharmacare Holding’s results. Majority of the findings literature reviewed are that target company shareholder gains exceed acquiring company shareholder gains post an acquisition. The findings of this research are that target company (Adcock Ingram Pharmaceuticals) shareholders are worse off whilst acquiring company (Bidvest Group) shareholders continue to increase their wealth after the takeover. Possible reasons for these results, which contradict majority of the existing literature on wealth gains post a merger or acquisition, are given.

The shareholders in general meeting and board of directors are the main governing organs of a company. Control of the general meeting theoretically ensures control of the composition of the board of directors who are usually empowered by the articles to manage the day-to-day administration of the company. The company acts by shareholders and directors voting and passing resolutions in general meeting and board meetings respectively. Controlling sufficient votes to pass resolutions in general and board meetings is therefore the essence of corporate control. A shareholder's right to vote in general meeting is a proprietary legal right, severable from the other incidents of share ownership. By aggregating voting rights, or limiting the scope of the voting rights of some shareholders, or restricting ownership of voting rights to certain specified persons, voting control in the general meeting may be acquired. / LL.M / Private Law

本論文研究了累積投票對中國上市公司業績的影響。我們主要研究三個問題。第一個問題是研究哪类所有权机构的公司更易于采取累积投票，第二是通過累積投票產生董事會成員和通過直接投票產生的董事會成員可能存在的差異。第三個問題是研究累積投票選出成員對公司治理和公司業績產生的影響。通過控制公司的特點，我們發現，控股股东占很大比例的公司（即便是在30%规定采取累积投票线下）更易于采用累积投票，其二，累積投票選舉產生的董事會和監事會更可能是專業人士，而且平均而言，累積投票選出的董事和監事會成員，比那些由直接投票選舉產生的董事會和監事會成員，擁有更多的公司股票. 此外，有證據表明他們更有可能代表股東利益而非管理層或大股東利益，這些證據不僅表明他們更有能力履行其職責，並且表明他們的個人利益與公司利益之間更為一致。本文延伸了現存的研究，並且證明了累積投票選舉產生的董事會對公司績效有積極的影響。但是，證據表明累計投票監事的比例增加並不會顯著改善公司績效。這些證據表明，累積投票在某種程度上改進了中國上市公司的公司治理狀況。 / This paper investigates the impact of cumulative voting on the performance of listed corporations in China. We focus on three main issues: investigating effects of corporations’ ownership structure on cumulative voting adoption, exploring differences (if any) in personal attributes between the board members elected by cumulative voting and those elected by straight voting, and identifying the influence of cumulative voting members on corporate governance and firm performance. Controlling firm characteristics, we find that corporations with controlling shareholder who owns a larger proportion (even under the 30% regulatory cumulative voting cut-off) of the shares are more likely to adopt accumulative voting but the ownership concentration of other block shareholders tend to be uncorrelated or even negatively correlated with cumulative voting. In addition, both directors and supervisors elected by cumulative voting are (a) more likely to have professional titles, (b) own more stocks on average than those elected by straight voting, and (c) are more likely to be shareholder- rather than management-affiliated or controlling shareholder (typically the largest shareholder-affiliated). Such evidence indicates that they are more capable of fulfilling their duties and suggests that their personal interests may be more compatible with those of the listed corporations. In addition, we extend the existing literature by showing a positive correlation between the percentage of cumulative voting-elected directors sitting in the board of directors and firm performance. However, we did not find a significant relationship between the increase of proportion of CV supervisors and firm performance. In summary, these results demonstrate that cumulative voting, to some extent, improves corporate governance in China’s listed corporations. / Detailed summary in vernacular field only. / Qian, Jinghui. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 65-69). / Abstracts also in Chinese. / ABSTRACT(ENGLISH) --- p.i / ABSTRACT(CHINESE) --- p.ii / ACKNOWLEDGEMENT --- p.iii / TABLE OF CONTENTS --- p.iv / LIST OF TABLES --- p.v / Chapter 1 --- Introduction --- p.1 / Chapter 1.1 --- The notion of cumulative voting --- p.1 / Chapter 1.2 --- The situations in China --- p.3 / Chapter 1.3 --- Issues to be investigated in the paper --- p.5 / Chapter 2 --- Literature Review --- p.7 / Chapter 2.1 --- Theoretical effects of cumulative voting --- p.9 / Chapter 2.2 --- Empirical findings --- p.10 / Chapter 2.3 --- Cumulative voting in China --- p.14 / Chapter 3 --- Theory and Hypothesis --- p.16 / Chapter 4 --- Data and Methodology --- p.23 / Chapter 4.1 --- Data --- p.23 / Chapter 4.2 --- Methodology --- p.25 / Chapter 4.2.1 --- Propensity score matching --- p.26 / Chapter 4.2.2 --- Barber and Lyon matching --- p.32 / Chapter 4.2.3 --- Comparison between directory and supervisory members --- p.34 / Chapter 4.2.4 --- OLS and difference-in-differences regressions --- p.35 / Chapter 5 --- Empirical Results --- p.38 / Chapter 5.1 --- Sample characteristics of cumulative voting elections (CVEs) --- p.38 / Chapter 5.2 --- Comparison between cumulative voting and non-cumulative voting --- p.40 / Chapter 5.2.1 --- PSM statistical description and regression results --- p.40 / Chapter 5.2.2 --- Barber and Lyon matching --- p.49 / Chapter 5.2.3 --- Differences between CV members and NCV members --- p.50 / Chapter 5.3 --- Effects of Proportion of CV directors and CV supervisors on firm performance --- p.54 / Chapter 5.4 --- Robutness analysis --- p.59 / Chapter 6 --- Conclusions and Discussions --- p.61 / Chapter 6.1 --- Summary of findings --- p.61 / Chapter 6.2 --- Theoretical contributions and limitations --- p.63 / REFERENCES --- p.65 / Chapter Appendix I --- Variables and Descriptions --- p.70 / Chapter Appendix II --- Supplementary PSM Regression --- p.73 / Chapter Appendix III --- Supplementary Comparison CV members vs. NCV members --- p.75 / Chapter Appendix IV --- Robustness of the Regression --- p.79 / BIBLIOGRAPHY --- p.82

Chapter 2 provides the literature survey on investor protection and liquidity provision. Work in related studies and the latest developments in these areas are reviewed. / Chapter 3 coven the institutional details of the Hong Kong stock market and the specification of datasets. The descriptive statistics of the trading activities of the sample companies are also presented. An understanding of these descriptive statistics is useful in choosing the appropriate theoretical model and econometric techniques in the analysis. Apart form using regression analysis to investigate the impacts of transitory volatility on market depth and order-flow composition; additional control measures are also implemented. For instance, matched samples based on market depth, transitory volatility, daily trading volume, etc. are constructed. Statistical Tests are employed to investigate the influence of investor protection. / Chapter 4 presents the results of the regression models. Apart form investigating the impacts of transitory volatility on market depth and order-flow composition, this chapter also contributes to the literature by examining the distinction (of this interaction) between companies under different regulatory environment. It is found that the liquidity replenishments for Hong Kong-based companies are more rapid than their Chinese counterparts. The results show that companies ruled by strict governance regulations provide more liquidity when liquidity is most needed. Additional test results also suggest that this difference is robust to various control criteria. / Chapter 5 gives the summary and conclusions. / In this dissertation, data on the Hong Kong Exchange (HKEx) are employed. The Hong Kong equity market lists companies from distinct investor protection environments. These companies are traded under the same market mechanism even though they have different levels of legal protection for investors e.g. Hang Seng Index (HSI) Constituents versus H-shares/red chips. The HKEx is also a very good example of pure order driven markets. Stock prices are determined by the buy and sell orders submitted by traders without liquidity providers of the last resort. Therefore, the Hong Kong equity market provides a unique opportunity to compare the liquidity replenishment process across diverse regulatory environments, but still under one pure order driven market trading with the same mechanism and currency. The choice of Hong Kong data is also justified on the grounds of the size of the Hong Kong market and the increasing importance of Hong Kong in worldwide financial market. / The purpose of this dissertation is to examine the importance of investor protection for the dynamics between liquidity provision and transitory volatility in a pure order-driven market. I posit that environments with better investor protection lead to a more stable ecological system of the supply and the demand of liquidity. / This dissertation has five chapters. Chapter 1 is the introduction that covers the motivation and major findings of the dissertation. / Leung Chung Ho. / "June 2007." / Adviser: Raymond So. / Source: Dissertation Abstracts International, Volume: 69-01, Section: A, page: 0320. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2007. / Includes bibliographical references (p. 305-308). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. [Ann Arbor, MI] : ProQuest Information and Learning, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. Ann Arbor, MI : ProQuest dissertations and theses, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstracts in English and Chinese. / School code: 1307.

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It is the objective of this comparative thesis to analyze how Canadian and German legislators have addressed the compromise between minority shareholder protection and flexibility in the regulation of going private transactions. The structure of this study follows the distinction between indirect and direct-methods that are available to a controlling shareholder who sets out to eliminate minority shareholder participations in order to become the exclusive shareholder of a corporation. In fact, both jurisdictions under consideration provide for a complex regime of corporate and securities law to govern going private transactions. The interplay of corporate and securities law produces a typical regulatory conflict between the goals of shareholders as opposed to investor protection on the one hand, and the purpose of a flexible corporate law regime and efficient capital markets regulation on the other hand. This comparative analysis evidences the respective advantages and disadvantages of the Canadian and German regimes and provides for regulatory prescriptions that result from the comparison.

The shareholders in general meeting and board of directors are the main governing organs of a company. Control of the general meeting theoretically ensures control of the composition of the board of directors who are usually empowered by the articles to manage the day-to-day administration of the company. The company acts by shareholders and directors voting and passing resolutions in general meeting and board meetings respectively. Controlling sufficient votes to pass resolutions in general and board meetings is therefore the essence of corporate control. A shareholder's right to vote in general meeting is a proprietary legal right, severable from the other incidents of share ownership. By aggregating voting rights, or limiting the scope of the voting rights of some shareholders, or restricting ownership of voting rights to certain specified persons, voting control in the general meeting may be acquired. / LL.M / Private Law

This dissertation aims to develop a grounded theory explaining how Chinese stock investors construct risk through their communication practices. Many of the previous studies attribute the risk in the stock market to greedy or unprofessional investors who speculate in stocks. In order to explore this topic further, this dissertation applies a grounded theory approach to develop a detailed local case showing the communication practices of Shanghai investors with respect to stock investment. By examining how investors produce meanings of risk and the relevant risk positions, the dissertation explains why investors keep speculating in the stock market. It uses interviews with 35 investors, in-depth interviews with 12 investors, and on-site observations of four stock exchange halls, investors’ home and working places in Shanghai from 2012 to 2014. The findings show that the investors consider risk to be the uncertainties about the accuracy of the information and the speed by which it is obtained. Ideally, they would obtain public information, make sense of public information professionally, and then generate directional information on which they can base their stock trades. However, with the devaluation of public information due to the corrupt social system, investors are forced to communicate more accurate information in a private way to position themselves to have a privileged risk position, which produces certainties for them but uncertainty for others. The belief in professionalism is eroded through the surge in demand for insider information based on interpersonal relations (guanxi). Because of the lack of insurance and security when circulating information privately, investors have shifted away from long-term stock investments to speculate in stocks. Although the mechanism of stock speculation produces risk for almost all investors, they still produce and reproduce this mechanism. The reason for this is that these investors are trapped in a paradox of risk and security without realizing that their practices to produce security are in fact producing uncertainties for them. / 本論文研究上海的股票投資者是怎樣在傳播實踐中構建風險的意義的。很多研究將金融風險歸咎於投資者的貪婪或不專業的過度投機行為。為了進一步研究這一課題，本論文採取紮根理論的研究方法，構建一個詳實的關於上海投資者傳播實踐的案例。由此，本論文研究了當地投資者怎樣通過傳播實踐構建風險的意義以及不同的風險處境，並由此對投資者進行投機行為進行理論性的闡釋。本論文的數據收集時間為2012年至2014年，其中主要包括對4所上海的投資交易大廳的實地觀察，對35個投資者的訪談，以及12個深入訪談以及追踪觀察。研究發現，投資者將風險與對信息的正確性以及傳播速度的不確定性相關聯。理想狀態下，投資者通過獲取公共信息，專業解讀信息以將其轉化為導向性的信息，之後進行股票交易。然而，由於腐敗等問題，各類公共信息都產生了貶值，投資者被迫用更私人的方式傳播更準確的信息，以使自己能處於有利地位，並將對信息的確定性建立在其他投資者對信息的不確定性之上。專業主義被瓦解了，取而代之的是建立在人際關係之上的對內幕消息的傳播。投資者們也從專業的、長期的投資專為短期的投機。而那些處於不利地位的投資者所面臨的不確定性亦將反過來加諸於有利地位的投資者之上。儘管投機的體系將風險加諸於幾乎所有投資者之上，投資者仍繼續投機行為。本論文認為其原因是投資者被困於“風險矛盾”之中——投資者通過實踐來尋求保障，未曾意識到其實踐造成了自己乃至於經濟體系更大的風險。 / Mao, Zhifei. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2015. / Includes bibliographical references (leaves 203-222). / Abstracts also in Chinese. / Title from PDF title page (viewed on 15, September, 2016). / Detailed summary in vernacular field only.

In Chapter 1, we investigate the shareholder and creditor protection and look into the dividend policy implement in the stock market. The investor protection was analyzed based on the China company law and our result shows that the shareholder (creditor) protection is weak (strong) compared with the rest of the world. In China, a firm can issue as many as five different classes of shares: state shares, legal person shares, A-shares, foreign shares and employee shares. Under the weak shareholder protection in China, A-shareholders are categorized to the disadvantage group in corporate structure which demonstrates the classic free-rider problem. With the expertise and knowledge to monitor the management, controlling legal person not only enhance the corporate performance, but also expecting dividend payout as the reward. In our study, we have strong evidence on the legal person share ownership positively related to the dividend payout decision, while the A-shares and state shares ownership are negatively related to the decision on dividend payout. / The Japanese stock market provide a reasonable setting for studying intermediate-horizon price momentum effect, because Japan has the largest equity market aside from the U.S. in terms of both capitalization and number of securities. In Chapter 2, by measuring the relative strength of portfolio on the Japanese market, we found that the price momentum does not exist in the Japanese market. Further, the momentum returns keep always negative on any horizon, which is coherent in keiretsu and non-keiretsu grouping and in different trading volume. The decomposition on the expected average returns of different investment period in Japanese market shows that the price reversals is not capable to overwhelm the losses from the cross-sectional differences in mean returns and cannot yield statistically significant net momentum profits in the Japanese market. / This paper consists of two separate projects: (1) The investor protection and dividend policy in China, (2) Price momentum in Japan. / Wong Chin Pang, Antonio. / "April 2003." / Adviser: Jia He. / Source: Dissertation Abstracts International, Volume: 64-09, Section: A, page: 3413. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2003. / Includes bibliographical references (p. 58-50). / Available also through the Internet via Current research @ Chinese University of Hong Kong under title: Essays in international finance (China, Japan) / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. Ann Arbor, MI : ProQuest dissertations and theses, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. Ann Arbor, MI : ProQuest Information and Learning Company, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstracts in English and Chinese. / School code: 1307.

Yuen, San Wing. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2010. / Includes bibliographical references (leaves 58-61). / Abstracts in English and Chinese. / Chapter 1 --- Introduction --- p.1 / Chapter 2 --- Literature review and hypothesis development --- p.5 / Chapter 2.1 --- Going private --- p.5 / Chapter 2.2 --- Tunneling and the expropriation of minority shareholders --- p.9 / Chapter 2.3 --- Our hypotheses --- p.12 / Chapter 3 --- Samples --- p.15 / Chapter 3.1 --- Sample construction --- p.15 / Chapter 3.2 --- Sample description --- p.16 / Chapter 3.3 --- Corporate governance and financial variables --- p.18 / Chapter 3.4 --- Related party transactions --- p.21 / Chapter 4 --- Empirical analysis --- p.23 / Chapter 4.1 --- Event study results --- p.23 / Chapter 4.2 --- Negative premium --- p.34 / Chapter 4.3 --- Insider trading --- p.37 / Chapter 4.4 --- The decision to go private --- p.39 / Chapter 4.4.1 --- Sample matching --- p.39 / Chapter 4.4.2 --- Comparison between going private companies and public companies --- p.41 / Chapter 4.5 --- Logit regression analysis on going private decision --- p.43 / Chapter 4.6 --- The value effect of the bidding firms --- p.46 / Chapter 5 --- Conclusion --- p.49 / Chapter A --- Privatized companies included in the sample with announcement dates --- p.51 / Chapter B --- Methodology of event study --- p.53 / Chapter C --- Bidder companies --- p.55 / Chapter D --- A list of definition of variables --- p.56 / Reference --- p.58