The study aims to increase our understanding of takeover behaviour in Australia by using a strategic framework to analyse a sample of 152takeovers of publicly-listed firms made between 1977 and 1982. / A two-level model of takeover strategies is developed to explain how the three general theories of takeover - the economic, the financial and the managerial theory - are each useful in explaining takeover behaviour under certain circumstances. The model classifies takeovers based on analysing four factors, namely the pre-takeover strategy of the acquirer, the industry relationship of the target to the acquirer, whether the acquirer is pursuing shareholder aims or managerial aims primarily, and the pre-takeover competence of the target. / Nine takeover strategies are developed from the first-level of the model. These are named after the relationship between the acquirer and its target. They are called the Dominant-Existing, Dominant-Related, Dominant-Unrelated, Related-Existing, Related-Related, Related-Unrelated, Unrelated-Existing, Unrelated-Related and Unrelated-Unrelated acquirer strategies. Pre-takeover financial profiles are developed for each strategy and these profiles are used to infer corporate competencies of the acquirers and their targets. / The major questions which are addressed are: Do there appear to be different acquirer strategies occurring in practice? Do different acquirer strategies have different financial profiles, and, by inference, different strategic competencies prior to the takeover? Do different acquirer strategies have different post-takeover outcomes and what is the nature of these outcomes for each strategy? / The answer to each question is an emphatic yes. The results clearly identify several different strategies. Pre-takeover financial profiles vary for the major strategies. Post-takeover outcomes differ for the strategies, in accord with the expectations derived from both the strategic theory behind the model and also the empirical pre-takeover data for the particular takeovers in the sample. The outcomes show how the three general theories of takeover behaviour are complementary explanations, when perceived within a strategic framework.

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.

Company directors, being human, may be tempted to promote their own interests rather than those of the companies on whose boards they serve. Directors are subject to a number of legal duties. A director has a fiduciary duty to act in good faith and in the best interests of the company. A number of other duties flow from this duty such as the duty to avoid a conflict of interests. The duty of a director not to appropriate a corporate opportunity belonging to the company of which he or she is a director, also flows from the duty to avoid a conflict of interests. The common-law duties of directors which have their origins in English law, have developed over a number of years. Because of the difficulty that directors had in establishing what their duties were, a number of jurisdictions embarked on a process of codifying or partially codifying these duties. South Africa, Australia and England are three countries that have promulgated legislation which has resulted in the codification or partial codification of directors’ duties. The purpose of the codification or partial codification of directors’ duties was firstly to clarify the duties of directors, and secondly to make the duties more accessible to those affected by them – the directors of companies. In South Africa the Companies Act 71 of 2008 has partially codified the duties of directors. Because directors’ duties have only been partially codified there is uncertainty regarding their scope. This dissertation will focus on the possible effect of the 2008 Companies Act on the duty of a director not to take a corporate opportunity falling to the company. In this dissertation I address two issues involving the effect of the 2008 Companies Act on the duty of a director not to appropriate a corporate opportunity belonging to the company. Firstly, I consider whether the partially codified directors’ duties are wide enough to cover issues involving the appropriation of corporate opportunities. Secondly, I consider the appropriate common-law test or tests to be applied in determining whether, in the specific circumstances, an opportunity should be classified as a corporate opportunity. In considering whether the partially codified duties of directors are wide enough to include the corporate-opportunity rule, I compare the approach to corporate opportunities and the corporate-opportunity rule in South Africa, Australia and England. / Mercantile Law / LL.M. (Corporation Law)