Univ., Diss.--Frankfurt (Main), 2005. / Literaturverz. S. [309] - 341.

Univ., Diss.--Göttingen, 2001. / Literaturverz. S. [169] - 180.

Univ., Diss.--Frankfurt am Main, 2003.

Zugleich: Diss. Berlin, 2008. / Literaturverz.

This thesis critically examines the statutory unfair prejudice remedy provided for in section 163 of the Companies Act 71 of 2008 (‘the Act’). Section 163 is evaluated against its equivalents in England, Australia and Canada. Section 163 is considered against its predecessors to determine whether problems associated with the formulation and application of its predecessors have now been eradicated. It is argued that although it is important to ensure that company legislation is able to provide protection of an international standard to shareholders to be able to attract capital investment in a competitive market, one has to be cautious of slavishly following legislative trends in foreign jurisdictions. The South African legislature indiscriminately incorporated only parts of the Canadian unfair prejudice remedy in section 163. This approach also resulted, amongst others, in the introduction of foreign concepts. The legislature further failed to take cognisance of the unique historical developments relating to the unfair prejudice remedy in South Africa. This has led to the reintroduction of problems experienced with previous formulations of the statutory unfair prejudice remedy in South Africa and left certain problems relating to the interpretation and application of the statutory unfair prejudice remedy unresolved. Consideration is also given to the interrelationship between section 163 and some of the statutory remedies in the Act. Section 163 is also assessed in the context of the Constitution of the Republic of South Africa, 1996. In conclusion, recommendations for possible legislative amendments are made and an interpretational framework for the interpretation and application of the statutory unfair prejudice remedy in section 163 is provided. / Mercantile Law / LL. D. (Mercantile Law)

Thesis: M.S., Massachusetts Institute of Technology, Sloan School of Management, 1976 / Includes bibliographical references. / by Angelika M. Ch. Esser. / M.S. / M.S. Massachusetts Institute of Technology, Sloan School of Management

Text in Afrikaans / The Companies Act, 1973 ("the Act") contains no specific provision dealing with the relationship between a nominee shareholder and its principal, the beneficial shareholder. The Act merely contains a variety of references to this unique relationship without specifying the content thereof or elaborating on the rights of the beneficial shareholder. It is clear from the Act that no legal connection exists between the company and the beneficial shareholder and a company is only obliged to recognise its registered members. It has become apparent that beneficial shareholders need more protection than is currently afforded to them in terms of our common law. Currently beneficial shareholders have a common law right to claim return of their shares from any person (even bona fide third parties) in the event of the misappropriation of such shares by their nominee shareholders. Beneficial shareholders are unprotected if their nominee shareholders were to act contrary to their instructions, for example by not voting at the general meeting in accordance with the instructions of the beneficial shareholders. Having regard to the fact that the relationship between the beneficial shareholder and the nominee shareholder is based on agency or trusteeship, the beneficial shareholder will be entitle to compel its nominee to transfer the shares to another person. This may, however, have stamp duty implications and if the nominee refuses to give its cooperation in respect of such transfer, costly legal action may be the only solution for the beneficial shareholder. In deciding which section of the Act should be adapted to include the rights of beneficial shareholders, the following sections have been considered: Section 266 (statutory derivative action), section 252 (statutory remedy in the event of prejudice), section 440K (compulsory acquisition of securities of minorities) and section 344(h) (liquidation on grounds of equity). The only one of these sections which provides the court with a wide enough discretion to afford the required protection is section 252. An important point in this regard is that section 252 cannot effectively be extended to beneficial shareholders unless they also acquire the right to have access to the same company information as the members of the company would receive. In an attempt to create a balance between the needs to greater protection of beneficial shareholders and the avoidance of unnecessary cumbersome administrative obligations on companies, it is suggested that a register of beneficial shareholders be created and that companies be obliged to inform all beneficial shareholders appearing on such register of the same company information as is provided to registered members. The Act must make it clear that : • a beneficial shareholder can only be recorded in the register with the assistance of its nominee shareholder; • the relevant nominee shareholder must satisfy the company secretary that the person which is recorded in the register is in fact its principal; • the only two instances where the company secretary will be entitled to remove the beneficial shareholder is in the first instance where the beneficia] shareholder consents to such removal and secondly where the shares held by the registered member is transferred. The latter ground will avoid continued provision of company information to persons not involved with the company. No duty will be placed on companies to ensure that the names and addresses of beneficial shareholders are correct. This will be the responsibility of beneficial shareholders. The improved flow of company information will facilitate the improved awareness by beneficial shareholders of relevant events and together with the appropriate extension of section 252, will go a long way in improving the much needed protection of beneficial shareholders. / Mercantile Law / LL.M. (Handelsreg)

Thesis (MBA)--Stellenbosch University, 2012. / In project management, stakeholders are key to ensuring the success of a project. However, research has found that not enough attention is given to the needs and influence of stakeholders. In the search of a holistic approach to stakeholder management, very few recommendations could be found in literature. The purpose of this research is to search for key elements in literature that can be used in the development of a generic model that guides the user in the process of stakeholder management in projects. Through the investigation of peer reviewed journal articles, a model was developed that can be used to manage a project’s stakeholders. A six-step model was developed, encompassing the identification, analysis, prioritisation, engagement, communication and review of stakeholder. The review step in the process is not a step that is performed in isolation, but is rather a review of the five previous steps. The review of stakeholders will be conducted when the project enters a new phase, at specific intervals or when a trigger event occurs. It is the finding of this investigation that enough research has been conducted within the stakeholder milieu to compile a holistic, generic stakeholder management model.

published_or_final_version / Business Administration / Master / Master of Business Administration

Este estudo analisa a influência do porte empresarial no retorno das ações do mercado brasileiro, lidando com a sobreposição aparentemente existente entre porte da empresa e liquidez das ações e buscando elucidar qual variável é dominante na determinação de retornos acionários. Para tanto, utiliza-se uma análise de dados em painel como ferramenta econométrica para a obtenção de resultados significativos. Os modelos tradicionais de precificação de ativos, notadamente o CAPM, partem de algumas premissas que possuem pouca aderência à realidade dos mercados acionários. Há evidências de que, no Brasil, o CAPM tem sido ineficaz em explicar os retornos do mercado acionário. Por essa razão, algumas variáveis são comumente adicionadas ao modelo original, sendo que o porte empresarial se encontra no topo da lista. Contudo, a legitimidade do porte empresarial reduzido como fator de risco a ser remunerado ao acionista não é consensual em mercados mais maduros como o americano tampouco no mercado brasileiro. O estudo leva em conta um intervalo de tempo de 16 anos (de 1995 até 2011) e analisa a influência dessas variáveis no retorno das ações com diferentes defasagens de tempo entre as variáveis (de 1 a 5 anos). O trabalho conclui que há uma significativa influência do porte empresarial nos retornos das ações. A relação estatística é negativa, isto é, empresas de menor porte tendem a ter custo de capital próprio mais alto. Esse resultado está alinhado com a pesquisa internacional sobre o assunto. O modelo quantitativo sugere que a cada variação de uma unidade logarítmica no porte há uma variação de 4,03% no retorno esperado da ação. Em relação à liquidez não foi encontrada, de forma consistente, relação estatística de que essa variável afeta o retorno das ações quando controlada pelo porte empresarial no mercado brasileiro. / This study analyses the influence of company size in stock returns in Brazilian market, dealing with the apparent superposition between company size and stock liquidity and searching to elucidate which variable is dominant in determining stock returns. With that purpose, panel data analysis has been used as econometric technic, searching to obtain significant results. Traditional pricing models, mainly CAPM, are based on certain premises which have little in common with the stock markets. There is evidence that, in Brazil, CAPM has been unable to explain stock returns properly. For this reason, some variable are commonly added to the original model and the company size is at the top of the list. However, the legitimacy of the size effect as a risk factor to be paid off to the stockholder is neither consensual in more mature markets, as the American one, nor in the Brazilian market. The study takes into account a time span of 16 years (from 1995 to 2011) and analyses the influence of these variables in stock returns with different delays among variables (from 1 to 5 years). The work concludes that there is a significant size effect in stock returns. The statistical relation is negative, that is, smaller companies tend to have higher cost of equity. This result is aligned with the international research on the subject. The quantitative model suggest that for a logarithmic unit variation in company size there is a 4,03% additional cost of equity. Concerning liquidity, it has not been found, consistently, statistical relation that this variable affects stock returns when controlled by company in Brazilian market.