74 ABSTRACT This thesis deals with the private equity industry. Its aim is to coherently introduce private equity as a distinctive and integral part of today's economy, to provide relevant insight on the principles of functioning of private equity business model, and to analyse the mechanism of the most commonly used private equity transaction type. The thesis is structured into three chapters with each chapter being dedicated to one of the sub-aims. First chapter defines the notion of private equity and discusses the history of the industry and its economic performance. Private equity encompasses all types of equity investments into non-publicly traded companies. The industry itself has been gaining on significance since its emersion in the 1980s, mainly due to the fact that private equity investments have been consistently outperforming public markets in terms of realized returns. Second chapter is dedicated to the business model of private equity funds, their structure and lifecycle, as well as the investment process itself. Private equity funds take on the limited partnership legal form, which is managed by a professional private equity house while the investors' involvement consists solely in the provision of capital. A fund's lifetime is usually limited by a period of ten years and its lifecycle is...

The purpose of regulation of financial assistance to limited liability companies Purpose of this thesis is to show that the regulation of the financial assistance for acquisition of own shares in case of limited liability company (in Czech: "společnost s ručením omezeným") does not make sense anymore. As it fails to fulfil its original purpose, and, moreover, it repeatedly causes significant problems to transactions that would bring an economical advantage if it was not for the financial assistance regulation. Aim of chapter one is to summarize the history and the development of the financial assistance regulation in the Czech Republic as well as in other jurisdictions. Some issues which are typically linked to the financial assistance regulation are shown by the comparison especially with the jurisdiction of the United Kingdom. Significant trends in the financial assistance regulation are also described in chapter one. Chapter two concerns the current financial assistance regulation in the Czech Republic. Author deals with provision of financial assistance by the limited liability company under act on business corporations. There is also analysis of conditions for lawful provision of the financial assistance - the whitewash procedure. The end of this chapter is focused on unlawful provision of...

The capital structure of leveraged buyout (LBO) companies often differs dramatically from that of other companies. What factors drive the amount of leverage in LBO transactions are often contrasted by two different views in previous research. The first view, based on the trade-off theory and the pecking order theory, states that leverage is driven by traditional firm characteristics. The second view, based on the market timing theory, instead states that leverage in LBOs foremost is driven by whether or not conditions in the credit market are favorable. Previous research that has investigated LBO companies' leverage in particular has voiced concerns that the first view that stems from classic capital structure theories may not be completely applicable on LBO companies.  The purpose of this paper is to examine what drives leverage in Swedish LBOs between the years of 2001 and 2021. To do this, a univariate analysis has been conducted to investigate patterns in leverage in different states of the credit market. Furthermore, an econometric approach was taken in a multivariate analysis to analyze which factors drive leverage in Swedish LBOs. The results contradict previous LBO research to some extent as leverage in Swedish LBOs is not driven by credit market conditions nor firm specific characteristics, except for tangibility which has a positive impact on leverage in one setting.

Previous academic literature examining the performance of private equity funds has documented that the average private equity fund has failed to outperform public equity markets. This underperformance coupled with a greater risk-return trade-off has failed to discourage investment in private equity markets. In fact, private equity firms have enjoyed record amounts of fund raising over the past several years. This phenomenon has been characterized as a puzzle and its investigation within the academic literature has only just begun. Using a unique and current data set covering private equity returns and their underlying cash flows, we examine performance measurements of private equity funds in the context of their relationships with one another and with public markets; as well as, examine the characteristics of the funds and their managers that drive these relationships. Our findings suggest that private equity investors are partially motivated by misinterpreted performance measurements and that this misinterpretation is compounded by fund reported residual values. These findings have important policy implications for both private equity fund managers and investors.

Climate change is exerting a profound influence on natural hazards, resulting in increased frequency, intensity, and altered patterns of extreme weather events. These changes pose significant risks to vulnerable populations worldwide. Consequently, it is imperative to adopt hazard mitigation policies to address the impacts of climate change on natural hazards and communities. The adoption of such policies is a complex and dynamic process that requires a thorough understanding of the key factors influencing policy adoption. The United States has experienced a rise in the severity and frequency of floods, necessitating the implementation of comprehensive flood mitigation policies. These policies aim to protect vulnerable communities, safeguard critical infrastructure, and reduce the economic and human costs associated with these natural disasters. Among the various flood mitigation strategies, floodplain property buyout programs have garnered attention. However, there is limited research that examines the factors influencing the adoption of buyout programs at the local government level from a government perspective. This dissertation provides a comprehensive analysis of the adoption process of floodplain property buyout programs at the local level in the United States. The study employs a mixed methods approach to examine the mechanism behind policy adoption and identify the key factors that influence this process. Chapter 1 lays the foundation for the research by defining relevant terms and outlining the characteristics of floodplain property buyout programs in the U.S. Chapter 2 presents a theoretical framework that enhances our understanding of hazard mitigation policy adoption at the local level. The framework is exemplified through case studies of property buyout programs in North Carolina and New Jersey. The case studies conducted in these states offer compelling evidence that supports the proposed framework, which encompasses five-factor categories: hazard problem, social context, institutional capacity, cross-sector collaboration, and policy diffusion. Notably, institutional capacity plays a crucial role in buyout adoption, encompassing individual, organizational, and system capacity. These factors influence the uptake of buyouts and contribute to their success or failure. This exercise gives us valuable insights into the buyout decision making process and suggests avenues for research in the subsequent chapters. Chapter 3 conducts a quantitative analysis to validate the hazard mitigation policy adoption framework. Specifically, it focuses on investigating the factors that influence the adoption of Federal Emergency Management Agency (FEMA) property buyout programs by local governments in Virginia counties. Utilizing logistic regression models and a survey dataset collected from local floodplain managers in the Commonwealth of Virginia, the study reveals that floodplain managers' perception of repetitive flood loss and economic spillovers in neighboring areas significantly impact the adoption of buyout programs. In Chapter 4, we conduct a qualitative approach to delve into the decision-making dynamics in the adoption of floodplain property buyout programs from a government perspective in Virginia. Through semi-structured interviews with 12 experts representing various stakeholders involved in floodplain management, this study demonstrates the variations in the adoption processes among different local governments. The findings underscore the importance of leadership, community population size, floodplain managers' perception of repetitive flood loss, organizational staff capacity, and tax revenue considerations in shaping buyout decisions. It highlights the need for local leadership commitment, empowerment of floodplain managers, and comprehensive approaches to address challenges faced by small communities. The research provides practical guidance to enhance flood risk management practices and promote resilient and sustainable communities. In conclusion, this dissertation contributes to the understanding of hazard mitigation policy adoption at the local level by proposing a theoretical framework and providing empirical evidence through case studies, surveys, and interviews. The findings emphasize the importance of various factors, such as hazard problem, social context, institutional capacity, and policy diffusion, in shaping buyout policy adoption. The implications of this research extend to policymakers, practitioners, and researchers, providing insights into the motivations, obstacles, and strategies surrounding the adoption and implementation of hazard mitigation policies. By considering these factors and employing comprehensive approaches, communities can enhance their resilience and effectively mitigate the impacts of natural hazards. / Doctor of Philosophy / Climate change is causing significant changes in natural hazards, leading to more frequent and intense extreme weather events. These changes pose risks to vulnerable populations worldwide. To address these risks, it is crucial to adopt policies that mitigate the impacts of climate change on natural hazards and communities. This dissertation focuses on the adoption of such policies at the local level in the United States. The study examines the factors that influence the adoption of floodplain property buyout programs, which aim to protect communities and critical infrastructure from the impacts of floods. The research employs a combination of quantitative and qualitative methods to understand the adoption process and identify key factors that shape policy decisions. By studying case studies in North Carolina, New Jersey, and Virginia, the research provides insights into the motivations and obstacles surrounding the adoption of hazard mitigation policies. The findings emphasize the need for strong local leadership, considering community population size, addressing flood loss perceptions, building organizational capacity, and considering tax revenue implications. The research offers practical guidance for policymakers, practitioners, and researchers in enhancing flood risk management practices and promoting resilient and sustainable communities. By addressing the identified factors and adopting comprehensive approaches, communities can improve their resilience to natural hazards. The implications extend to policymakers, practitioners, and researchers, providing valuable insights into the adoption of hazard mitigation policies.

Hoy en día, el Perú es un país que se influencia mucho de países internacionales, generando así necesidades de adaptación principalmente en el derecho societario, sin embargo, a la luz de la actualidad, se siguen verificando trabas respecto a las normas prohibitivas que, de alguna forma u otra, traban operaciones que en otros países se han podido flexibilizar. Una de las normas que da lugar al presente estudio de investigación es la figura denominada asistencia financiera prohibida, regulada en el artículo 106 de la Ley General de Sociedades, figura que en toda su trayectoria se ha restringido de una manera poco razonable. El propósito de este estudio es evaluar los fundamentos legales que permitan la flexibilización de las disposiciones sobre la asistencia financiera contenidas en el artículo 106 de la Ley General de Sociedades, en atención al Leveraged Buyout. Para lograr los resultados de nuestra investigación, se trazó dos objetivos: analizar el marco jurídico nacional de la asistencia financiera regulado en el art 106 de la Ley General de Sociedades y su tratamiento en el derecho comparado y analizar los fundamentos legales vinculada a la asistencia financiera, en atención al Leveraged buyout. En relación al primer punto, se llega a una probabilidad alta de certeza que su presencia carece de justificación, ya que se orienta hacia propósitos innecesarios o, en caso de atender a necesidades legítimas, lo hace de forma poco lógica. Respecto al segundo punto, tenemos una certeza absoluta que lamentable la regulación actual es restrictiva limitando numerosas estructuras de adquisición de acciones más de lo que una amplia gama de doctrinarios en la materia y juristas desearían reconocer. / Today, Peru is a country highly influenced by international nations, thereby generating adaptation needs primarily in corporate law. However, in light of the present situation, obstacles persist regarding prohibitive regulations that, in one way or another, hinder operations that have been able to be streamlined in other countries. One of the regulations that gives rise to this research study is the so-called prohibited financial assistance, regulated in Article 106 of the General Law of Companies, a provision that throughout its history has been unreasonably restricted. The purpose of this study is to evaluate the legal foundations that allow for the flexibility of the provisions on financial assistance contained in Article 106 of the General Companies Law, in relation to Leveraged Buyouts. To achieve the results of our research, two objectives were outlined: to analyze the national legal framework of financial assistance regulated in Article 106 of the General Law of Companies and its treatment in comparative law, and to examine the legal foundations related to financial assistance, in relation to Leveraged Buyouts. In relation to the first point, it is highly likely that its presence lacks justification, as it is geared towards unnecessary purposes or, if it addresses legitimate needs, it does so in a somewhat illogical manner. Regarding the second point, we have absolute certainty that the current regulation is regrettably restrictive, limiting numerous structures for share acquisition more than what a wide range of scholars in the field and legal practitioners would wish to acknowledge.

Bachelor-Arbeit Univ. St. Gallen, 2005.

Public-to-private (PTP) refers to the strategic action of consciously leaving the stock market. The delisting decision may be made when the benefits of being listed no longer outweigh the costs. The private environment offers multiple benefits firms may be expected to seek post-PTP such as reduced regulations, less quarterly performance pressures and fewer demands on the financial reporting. Such benefits correlate with expected changes made in firms post-PTP. Due to a limited amount of research available upon the topic of PTP, a research gap upon the deliberate changes made post-PTP exists. Family firms differ from non-family firms when making strategic decisions. Therefore, it is expected that the strategic changes made in family firms differ from those in non-family firms. Furthermore, the Continental European context exhibits special characteristics such as high levels of concentrated ownership, characteristics that may be vital for the changes made post-PTP.  The thesis explores deliberate changes made in firms post-PTP, and how these changes might have impacted the delisting decision. This phenomenon is explored within both family and non-family firms in a Swedish context, as a representation of the Continental European market. The research is conducted through a multiple case study. Based on a number of criteria, three case firms are selected as representations of the relevant ownership types within the study. The data collection takes place through eight in-depth interviews with key informants from the selected cases. The results of the data collection are presented through descriptive narratives, supported by secondary data. The data is analysed through within-case and cross-case analysis. The presented data is then further analysed using the literature presented in the frame of reference. Throughout the thesis, a number of changes made post-PTP are presented and discussed, finding great heterogeneity of results among the studied case firms. We find that a strategic delisting decision is mainly connected to firm ownership and financing methods for growth and development. Our findings suggest firms delisting for strategic reasons do not make in-depth changes in the firm post-PTP. Furthermore, we find that there is some connection between the perceived benefits of the private environment and the delisting decision.

En Écosse (Royaume-Uni), la majeure partie du territoire est détenue par une minorité de grands propriétaires terriens. Au début des années 1990, certaines communautés rurales des Highlands et des îles de l’Ouest créèrent les Community Land Trust (CLT) et développèrent ainsi de nouvelles formes de gouvernance locale, fondées sur une démocratie directe. Ces petites révolutions régionales aboutirent à la consolidation d’une réforme territoriale nationale, au début des années 2000. À première vue, ce bouleversement juridique contemporain semble favoriser une compétition entre deux groupes aux intérêts divergents : les propriétaires terriens et les crofters (paysans locataires de leur parcelle). L’objectif de ce mémoire consiste à relativiser cette perspective binaire du conflit social. La recherche ethnographique que j’ai menée sur l’île de Great Bernera s’intéressait aux querelles intracommunautaires dans ce nouveau contexte politico-juridique. Mon analyse se concentre sur les divergences entre ce modèle de gouvernance démocratique fondé sur les principes de l’État de droit et l’ancien système normatif local fondé sur des critères identitaires et culturels. Pour illustrer cette problématique, des témoignages sont retranscrits, notamment ceux d’un groupe de résidents qui se considèrent comme des locaux (locals), et pour qui les critères culturels et généalogiques agissent comme principes fondateurs d’une communauté. Cette vision entre en contradiction avec le point de vue des nouveaux arrivants (incomers) qui, par l’aboutissement du projet d’appropriation collective de l’île, espèrent la concrétisation d’une communauté politique. / The Scottish land tenure system is one of the most unequal in Europe. Most of the territory is owned by a minority of landowners. In the early 1990s, some rural communities in the Highlands and Islands created the first Community Land Trusts (CLT) and thus developed new forms of local governance based on direct democracy. These small local revolutions culminated in the consolidation of a national land reform in the early 2000s. At first glance, this contemporary legal upheaval fosters competition between two interest groups : landowners and crofters (Scottish peasants). The objective of this dissertation is to put this binary vision of social conflict into perspective. My ethnographic research carried out on the island of Great Bernera in the Outer Hebrides was focused on intra-community conflict in this new political and legal context. My analysis concentrate on the contradictions of a model of democratic governance based on the principle of the Rule of Law with the constraints of the old local normative system characterized by relational, identity and cultural logics. I present the testimonies of a group of residents who consider themselves “locals” and who value cultural and genealogical criteria as founding principles of a community. This vision contradicts the point of view of foreigners (“incomers”) who, by the culmination of the project of collective appropriation of the island, hope for the realization of a political social community.

This paper-based dissertation discusses applications of asset pricing using the methodology of stochastic modelling for different questions in corporate finance and comprises three essays. The first essay reconsiders the pricing of a firm by more appropriately quantifying one component of the APV equation, i.e., the tax savings. This study proposes a state dependent taxation of a cancellation of indebtedness (COD), reflecting the diverse national tax systems more realistically and investigates whether this has an impact on the value of a leveraged firm. The second essay quantifies the performance measure of a leveraged buyout (LBO) and facilitates the optimization of this figure by searching for an optimal redemption policy within the firm’s financial structure. Further evidence is brought to the often-discussed consideration between the internal rate of return (IRR) and the net present value (NPV) as investment decision criteria. The third and last essay prices a common clause in mergers and acquisitions (M&A) transactions – the earnout - by revisiting a prominent assumption about the payoff modeling in standard corporate finance literature. While current literature on pricing contingent claims mainly relies on the standard Black-Scholes-Merton framework, this study investigates whether a more realistic modelling by introducing stochastic jumps into the EBIT of firm earnout clauses to be mispriced under standard models.