This paper examines the relative price spreads between dual-class shares issued by the same firm on the Swedish market in order to investigate if a voting premium exists and what factors contribute to it. Previous research has found diverging explanations for the variation in price spreads between dual-class shares. Some find explanatory power in the concentration of ownership whilst others find trading costs and liquidity to determine the size and direction of the voting premium. This study tests factors of control and liquidity against the relative price spread in the Swedish market and in accordance with earlier research, the results indicate that a statistically significant voting premium exists in Sweden, although it is relatively small in comparison to many other markets. The paper contributes to the current pool of research by the choice of market, and by adding up-to-date information regarding the voting premium as well as evidence that increased domestic institutional ownership affects the voting premium negatively. At the same time, foreign institutional ownership has an opposite effect and leads to increased price differences between share classes. The general conclusion of this paper is that while some factors related to control and ownership concentration show significance long-term, other unobserved aspects could provide greater explanatory power of the voting premium in the short term.

This research produces original empirical estimates of Hispanics in Florida’s Dept. of Corrections (FDOC) and uses those estimates to measure the impact felony disenfranchisement is having on Hispanics in Florida. Research institutions find that data on Hispanics in the criminal justice system, particularly in Florida, is either lacking or inaccurate. This research addresses this problem by applying an optimal surname list method using Census Bureau data and Bayes Theorem to produce an empirical estimate of Hispanics in FDOC’s data. Using the Hispanic rate derived from the empirical FDOC analysis, the rate of Hispanics in the disenfranchised population is estimated. The results reveal that FDOC systematically undercounts Hispanics (and overcounts Whites) by nearly 8 percent—i.e., there are over 2.5 times more Hispanics in FDOC data than actually reported by FDOC. However, even when applying the upward adjusted rate of Hispanics to the disenfranchised population, Hispanics are still underrepresented and less likely to be disenfranchised than their White and Black counterparts in Florida. This research provides an accurate up-to-date state of the data with respect to Hispanics in FDOC; it applies a surname method which other researchers can use to address lacking or inaccurate data on Hispanics in the criminal justice system; and it calls into question research that relies on FDOC’s inaccurate race data. Taken together, these findings might facilitate answers to many pressing questions on felony disenfranchisement in Florida and its impact on the political process.

Le droit de vote est la prérogative politique suprême de l’associé. Si de nombreux débats se sont intéressés à son caractère essentiel et à ses conditions d’attribution, peu de réflexions se sont concentrées sur ses modalités d’exercice. Celles-ci font pourtant l’originalité de ce droit individuel qui ne peut s’exercer que collectivement et sont déterminantes de son effectivité, lui qui ne peut se manifester qu’épisodiquement au gré des réunions de la collectivité des associés. La recherche des principes gouvernant son exercice, sujet méconnu car relevant surtout de la pratique, devrait permettre de mieux cerner sa portée. Sur le plan individuel, le principe essentiel est celui de la liberté du vote, qui peut même neutraliser partiellement les règles de son attribution, comme en cas d’abstention ou d’activisme actionnarial. Cette liberté suppose toutefois que l’intégrité du vote et son caractère éclairé soient préservés. Or il peut être altéré par des pressions extérieures, motivées par la valeur économique du droit de vote, ce qui requiert des dispositifs renforcés de protection. Sur le plan de l’organisation collective du scrutin, l’accent est mis sur l’intérêt social, justifiant la prédominance de la loi de la majorité et venant tempérer la liberté du vote. Ces règles organisationnelles, tout en garantissant le droit de participer aux décisions collectives, promeuvent une certaine loyauté du vote, notamment en sanctionnant les abus du droit de vote, et une certaine éthique du vote, comme au travers du say on pay. Cette prise en compte croissante des intérêts collectifs lors du vote invite à renouveler certaines réflexions majeures du droit des sociétés. Elle interroge en particulier sur le rôle de l’associé et sur le bien-fondé de certains principes tels que celui qui prohibe les cessions de droits de vote. / The right to vote is the supreme political prerogative of shareholders. While many debates have focused on its essential nature and the conditions under which it is granted, little thought has been given to how it should be exercised. The mode of exercise makes the right to vote unusual in that it arises from an individual right which can only be exercised collectively and indeed is critical for its effectiveness since voting rights can only be utilized episodically within the framework of general meetings of shareholders. The consideration of the principles governing the exercise of voting rights, a relatively unexplored topic since most effort in this area refers to practical aspects, should clarify the impact of this mechanism. At the individual level, the freedom to vote is a key principle, which can even partially neutralize the rules of its allocation, as in the case of abstention or shareholder activism. However, this freedom presupposes that the integrity of the vote and the right to information related to it are preserved. However, these features can be altered by external pressures motivated by the economic value of voting rights, which leads to a requirement for reinforced protection measures. At the collective level of the organisation of the ballot, the emphasis is placed on corporate interests, justifying the predominance of the majority rule and tempering the freedom to vote. These organisational rules, while guaranteeing the right to participate in collective decisions, promote a certain loyalty, in particular by punishing abuses of the right to vote, and via the application of a collective ethical approach (e.g. say-on-pay). This growing influence of collective interests in the voting process invites us to reconsider certain major company law principles. In particular, questions are around the role of the shareholder and the validity of certain of those principles such as that prohibiting the sale of voting rights.

Made available in DSpace on 2016-03-15T19:33:44Z (GMT). No. of bitstreams: 0 Previous issue date: 2011-09-21 / Coordenação de Aperfeiçoamento de Pessoal de Nível Superior / In this paper we addressed the theme of the conflict of interest within the Brazilian corporations. It was also covered, reflexively, the discipline of the particular benefit . To address the systemic study of the chosen theme, we started the studies analyzing its proximity with the line of research economic power and legal limitations, starting from he notion of the economic analysis of law. In structuring this paper it were also addressed other topics such as the importance of voting rights (including the absenteism, the abuse of voting rights, the restrictions on voting rights, the difference between abuse and the conflict of interest). It was also explored the legal treatment given to conflicts of interest according to the comparative law; in this regard, we made an approach of the German, Spanish, French, Italian and Portuguese legal systems. Finally, we make use of decisions from the CVM (Brazilian Securities and Exchange Commission), CRSFN (Appeals Council of the National Financial System) and the Brazilian courts to illustrate the current stage of the administrative jurisprudential understanding on the subject hereof. In essence, this paper intends to contribute with the systematic study of the conflict of interests of shareholders and officers of Brazilian corporations, identifying assumptions that are underlying the existing doctrines and contrasting the treatment given to the conflicts of interest that shareholders and officers have against the companies and between themselves. / Nesta dissertação desenvolvemos o tema do conflito de interesses nas sociedades por ações. Também, abordamos, de maneira reflexa, a disciplina do "benefício particular". Para desenvolver o estudo sistêmico do tema escolhido, iniciamos os estudos verificando sua proximidade com a linha de pesquisa poder econômico e limites jurídicos, valendo-nos, para tanto, das noções da análise econômica do direito. Na estruturação deste trabalho, também aproveitamos de outros temas relacionados como, por exemplo, a importância dos direitos de voto (no que se inclui o absenteísmo, o voto abusivo, as restrições ao voto, a diferença entre abuso de voto e conflito de interesses). Também buscamos demonstrar a disciplina do conflito de interesses no direito comparado; nesse sentido, fizemos uma abordagem dos ordenamentos jurídicos alemão, espanhol, francês, italiano e português. Por fim, relacionamos as decisões da CVM, do CRSFN e dos tribunais brasileiros para ilustrar o atual estágio da compreensão jurisprudencial e administrativa acerca do tema tratado. Em suma, esta dissertação visa contribuir com o estudo sistemático da disciplina do conflito de interesses de acionistas e administradores de companhias brasileiras, identificando as premissas que fundamentam os posicionamentos existentes e contrapondo o tratamento conferido ao conflito de interesses entre a companhia e os acionistas e/ou administradores, bem como o conflito de interesses entre os próprios acionistas e administradores.

This thesis examines the rhetorical and visual manifestations of race as they figured in the months prior to and within the 2006 New Orleans mayoral election discourses, and examines how the Nagin campaign tapped into a strategy that capitalized upon pre-existing racial tensions exacerbated by Katrina in order to win re-election. Much of the research for this thesis emerged from the making of a documentary film that examines the intersection between race and politics within this same election, and draws upon primary source video interviews conducted between February - May, 2006, and secondary source media and communications materials to posit that race rendered all political response to Katrina impotent, and that the reductive discourse of a racialized campaign was founded upon traditional, outmoded, and predictable interpretations of racial differences facilitated by socioeconomic hierarchies that both provided a structure for and allowed the psychological framework for such a strategy to work.

<p>Background: The origin of this study was the negotiations around a EU takeover directive, aimed at making the market for corporate control more open. One of the proposals was to neutralise shares carrying multiple rights in takeover situations when a potential acquirer obtains 75% of the total share capital. For many Swedish ownership groups, this would mean that the system of unequal voting rights, constituting an important defense to their control, would decrease in effectiveness. In the middle of writing this thesis, an EU agreement was finally reached, making the proposal voluntary to adopt. The imminent threat posed to the Swedish system faded, but has though not disappeared since the present rules anew will be brought under inspection in five years. </p><p>Purpose: To give examples on potential tactics to adopt if unequal voting rights would risk to become neutralised in takeover situations, these tactics dependent on two different scenarios: (1) Present Swedish ownership structure is considered advantageous for the country and thus to be remained or (2) A more open market for takeovers is desired. Course of action: Interviews have been conducted with parties within Swedish trade and industry, partly in order to assess the value and necessity of the content of this thesis. </p><p>Conclusion: The threat of an abolition of the unequal voting rights is not perceived as imminent by parties within Swedish trade and industry and few alternative resistance strategies are suggested. If current Swedish ownership structure is to be remained, the author proposes competition-reducing defenses, if a more open market for takeovers is aimed for, auction-inducing resistance strategies. The choice of how to proceed should depend on how afraid the Swedish Government and Swedish companies are of a change in present ownership structure.</p>

Background: The origin of this study was the negotiations around a EU takeover directive, aimed at making the market for corporate control more open. One of the proposals was to neutralise shares carrying multiple rights in takeover situations when a potential acquirer obtains 75% of the total share capital. For many Swedish ownership groups, this would mean that the system of unequal voting rights, constituting an important defense to their control, would decrease in effectiveness. In the middle of writing this thesis, an EU agreement was finally reached, making the proposal voluntary to adopt. The imminent threat posed to the Swedish system faded, but has though not disappeared since the present rules anew will be brought under inspection in five years. Purpose: To give examples on potential tactics to adopt if unequal voting rights would risk to become neutralised in takeover situations, these tactics dependent on two different scenarios: (1) Present Swedish ownership structure is considered advantageous for the country and thus to be remained or (2) A more open market for takeovers is desired. Course of action: Interviews have been conducted with parties within Swedish trade and industry, partly in order to assess the value and necessity of the content of this thesis. Conclusion: The threat of an abolition of the unequal voting rights is not perceived as imminent by parties within Swedish trade and industry and few alternative resistance strategies are suggested. If current Swedish ownership structure is to be remained, the author proposes competition-reducing defenses, if a more open market for takeovers is aimed for, auction-inducing resistance strategies. The choice of how to proceed should depend on how afraid the Swedish Government and Swedish companies are of a change in present ownership structure.

Controlled foreign company ('CFC') legislation was introduced in phases to co-incide with South Africa?s move from a source based system to a residence based system. Initially with the introduction of the legislation it was directed at those foreign entities earning passive income. However, over the years the legislation has been amended to include active income of entities and additional aspects to the section have been inserted to provide clarity for taxpayers. An increase in cross border transactions and offshore investment has necessitated the need to introduce CFC legislation into the revenue codes of many countries, South Africa being one of them. In most revenue codes where CFC or similar legislation has been introduced it is one of the most complex areas in a country's revenue code (Sandler, 1998:23). This mini-dissertation aims to interpret section 9D and also aims to provide guidance on its application in practice with the help of practical examples and reference to relevant international case law. The end result of this research is a proposed interpretation note on section 9D which is attached as Appendix 1. / Thesis (M.Com. (Tax))--North-West University, Potchefstroom Campus, 2011.

Controlled foreign company ('CFC') legislation was introduced in phases to co-incide with South Africa?s move from a source based system to a residence based system. Initially with the introduction of the legislation it was directed at those foreign entities earning passive income. However, over the years the legislation has been amended to include active income of entities and additional aspects to the section have been inserted to provide clarity for taxpayers. An increase in cross border transactions and offshore investment has necessitated the need to introduce CFC legislation into the revenue codes of many countries, South Africa being one of them. In most revenue codes where CFC or similar legislation has been introduced it is one of the most complex areas in a country's revenue code (Sandler, 1998:23). This mini-dissertation aims to interpret section 9D and also aims to provide guidance on its application in practice with the help of practical examples and reference to relevant international case law. The end result of this research is a proposed interpretation note on section 9D which is attached as Appendix 1. / Thesis (M.Com. (Tax))--North-West University, Potchefstroom Campus, 2011.

L'innovation financière tire avantage de la déconnexion entre forme juridique et substance économique. Les contrats financiers sur actions permettent de répliquer synthétiquement les attributs économiques de la propriété des actions sans organiser le transfert des droits sur la chose. Tandis que le droit des sociétés reconnaît le principe d'autonomie juridique des contrats financiers à l'égard des actions sous-jacentes en attribuant les droits politiques et pécuniaires de l'associé aux seuls titulaires de la propriété juridique des titres financiers, les principes directeurs du droit boursier conduisent à y faire exception face aux perturbations engendrées par ces techniques de dissociation de la forme juridique et de la substance économique. Affichant son pragmatisme, le régulateur boursier saisit la complexité de cette réalité dérivée pour appréhender, au-delà des catégories juridiques formelles, la substance économique des opérations réalisées. Le droit boursier adopte une approche substantielle de l'avoir et du pouvoir au sein des sociétés par actions, pour déterminer notamment l'application des régimes de déclaration des prises de participations significatives et d'offre publique obligatoire. Apparaissent alors les contours d'une méthode raisonnée de régulation de l'innovation financière en droit des sociétés cotées. La démarche que nous proposons opère tant ex ante sur le plan normatif qu'ex post au stade de la sanction. Elle suppose une réflexion d'ensemble sur l'élaboration de la norme en droit des sociétés cotées et les conditions de son application par le régulateur boursier. dans sa double fonction normative et contentieuse. / The dissociation of legal form and economic substance is one of the main drivers of financial innovation. Equity derivatives allow parties to replicate the economic substance of share ownership without transferring the legal title itself. Whereas corporate law acknowledges the autonomy of the financial contract with respect to the underlying shares by granting voting and dividend rights to their sole legal owner, core principles of securities regulation are challenged by transactions taking advantage of the dissociation between form and substance. Taking a pragmatic stance, the regulator addresses the complexity of this derivative reality by grasping the economic substance of such transactions beyond their mere legal form. Recent developments in the major shareholding notification regime and the mandatory tender offer rule indicate an increasing focus on the substance of beneficial ownership and voting power in listed companies. From this evolution emerge the contours of a regulatory approach aiming to tackle the specific issues raised by financial innovation. The approach we advocate operates both ex ante at the normative stage and ex post at the enforcement stage of the regulatory process. It is an invitation to rethink the determinants of securities regulation as well as the role of the securities regulator in the exercise of its dual power to establish norms and to impose sanctions.