This dissertation investigates the pricing and the market reaction to the announcement of private placements. A sample of 181 private placement announcements during January 2002 and March 2007 in Taiwan was obtained. This dissertation consists of two essays on the private placements. The first essay identifies the conditions determining insiders will pay more (or less) in private placement. We explore the argument of private placement pricing sold to insiders by considering the changes in the control power of the largest shareholders in private placement, using the Banzhaf power index to better reflect the largest shareholder¡¦s relative power of influence. Our results indicate that, if the existing insiders maintain their leading control status, in cases where insiders are the main investors, private placements are issued at deep discounts that benefit themselves; however, in cases where outsiders/new insiders are the main investors, outsiders and new insiders will pay relatively more when existing insiders dominate. Contrarily, if existing insiders fail to retain their leading position and become less powerful after private placement, outsiders and new insiders buy at lower prices. In more than 65% of the sample, the largest shareholders lost their leading control status, and the issuer¡¦s ownership structure becomes more concentrated following private placements. In the second essay, we examine whether the announcement of private placement and public offering share the same announcement effects. In particular, we investigate whether the market reactions to private placement announcements vary with different placement motivations and investor types. In addition, we focus on the dark side of private placement by studying how the stock price reaction to private offerings when insiders intentionally lower the offer price to self-dealing, or when within-group private placements are motivated by the controlling shareholders¡¦ tunneling. The results indicate that private placements generally result in a positive wealth effects, however, public offerings associated with negative announcement effects. The market reacts more favorably to private placements in which a strategic alliance or merger are involved, or to private placements where investors actively participate in the management or even procures the controlling rights of the company. It suggests that the motivation and investor type of private placement convey important information to market investors regarding the issuing firm¡¦s performance. Moreover, we have evidence to support the dark side of private placements. For issuing firms with stronger tendency towards self-dealings by insiders or tunneling in transactions between firms within a business group, they are more likely to have poor performance after private placement. However, we have no evidences to support the firm quality hypothesis.

摘要 一九九七年東亞金融風暴起因之一即為公司治理不佳，其影響所及至數年後仍餘波蕩漾，而根據2000年6月麥肯錫顧問公司所做的全球投資人意見調查發現，有高達80％的美國投資人願意多付18％的價格來買良好公司治理企業的股票；自2001年底以來，美國「恩隆」（Enron）與「世界通訊」（WorldCom）等弊案又陸續爆發，其中所暴露的公司治理問題，讓世人驚覺這已是全球企業刻不容緩的議題，並亟思未來如何防止類似事件之發生。 公司治理經緯萬端，但都與如何確保資金提供者的投資能夠獲得應有的報酬有關。據此，公司治理的重要議題之一即為如何使小股東的權益不受內部人（即大股東與管理者）的侵犯；尤其在當今大企業紛紛進行事業轉投資之際，大股東常身兼轉投資事業之經營者，如何確保外在投資人（小股東與債權人）應得的報酬，並兼顧其他利害關係人的利益，為公司治理中實際且有趣之課題。我國大股東往往基於營運效率、自身利益與控制權的考量，會做出許多便宜行事卻不利公司治理的行為，如轉投資事業與母公司之間的透明度不足、大股東交叉持股或持有間接股權、所有權與經營權不分、母公司與轉投資事業之間可能的利益衝突、乃至於大股東個人風格等，這些大股東在轉投資事業中的角色定位與公司治理間的相互關係是本論文論述之重點。同時，為了加強研究的深度與實證性，作者特別藉由個案公司的實際案例來驗證文獻上的觀點，結論所得與研究相符合，並更能增添對企業經營之變化多端與不易控制之親身體驗。 本文最後並討論世界銀行、OECD及我國所規範之公司治理架構，希望公司治理能實際有助於我國企業之轉投資行為。因為制度的設計與執行若能加強公司治理與監督管理者的行為，當能強化公司競爭力，此乃公司治理積極面的貢獻。 / Abstract One of the reasons for the East Asia 1997 financial crisis is because of the careless corporate governance. The impact of this financial crisis actually has had deep and board affection even afterward. According to one investigation by Mckinsey & Company in June 2000, there are about 80% of global investors who are willing to pay 18% extra money to buy those stocks belong to companies have better corporate governance. On the other hand, starting from the end of year 2001, the successive collapse of Enron, WorldCom, and other USA companies has exposed the serious and urgency about corporate governance. It makes people in worldwide enterprises realize how significant the corporate governance is and try to avoid similar events occurred. Although corporate governance has many aspects, it all related to how to secure the deserved return of the capital providers. Accordingly, one of the important topics of corporate governance is to protect the minority shareholder rights from being invaded by the insiders (controlling shareholders and top executives). This topic become even more important especially when controlling shareholders are also top executives of the equity-invested companies. Thus, how to secure the investors’ (minority shareholders and creditors) rights is an interesting and practical issue of corporate governance. Controlling shareholders in Taiwan are used to manage firms based on their own convenience such as the efficiency of operation, interest of themselves, and control rights, instead of considering corporate governance. This attitude, however, will easily result in some negative behaviors such as the lack of transparency between mother company and her equity investment, cross holding or private holding of controlling shareholders, indifferences between ownership and management, the potential interest impact between mother company and equity investment, and even the affection of firms’ performance by the characteristics of controlling shareholders. This thesis emphasize in the above correlation between corporate governance and equity investment. We also examine a real firm’s case to enhance its conviction. This thesis also discusses the corporate governance structure of World Bank, OECD, and Taiwan. It is the author’s hope that corporate governance can be practically useful for a firm’s performance as its aggressive contribution.

本研究針對我國1996年至2006年之上市櫃公司，以最終控制集團發生異動之公司作為經營權異動樣本，探討經營權異動之決定性因素，與異動後經營績效表現與公司治理機制間之關聯。 實證結果顯示，董監事持股比率愈低、最終控制者無超額持股、經營控制權與所有權偏離愈大、董監事持股質押比率愈高之公司，其經營權發生異動之可能性愈高。獨立董監事之設置雖與經營權異動之可能性呈正向相關，惟其關聯性未達顯著水準。經營權異動之公司，其財務績效在異動前後並無顯著差異，表示經營權異動之目的可能不在取代無效率之管理當局，也可能表示併購的綜效需要較長的時間才得以顯現。其中，董監事持股比率較高之公司，其經營績效在經營權異動後表現較佳。本研究顯示董監最低持股可發揮利益連結的效果，對於近期金管會擬取消董監最低持股規範之提案，本研究認為有作更深入討論之需要。 / Using companies listed on Taiwan Stock Exchange Corporation and GreTai Securities Market over the period of 1996 to 2006, this study empirically investigates the determinants of change in corporate control and the subsequent period performance after the change. The change in corporate control is measured in terms of change in business group of a specific firm. The empirical results show that companies with less shareholdings owned by their board members, inadequate shareholdings to support their control, larger deviation in cash flow right from voting right, and higher ratio of shareholding pledged by their board members, have higher probabilities of occurrence of change in corporate control. However, the result doesn’t support that independent directors play a role in corporate control change. With respect to the firm performance in the period subsequent to the corporate control change, there exists no significant difference as compared to that of prior period. The evidence thus suggests that the replacing unqualified management may not be the primary purpose of corporate control change, or simply that the synergies take more time to show. In addition, this study also finds that firms subject to corporate control change tend to perform better if their board members hold a larger fraction of shares. This result lends itself to the proposal recently discussed by the Financial Supervisory Commission, Executive Yuan Taiwan on abolition of requirement of minimal shareholding by the board members. It appears that shareholdings by the board members can have interest-alignment effect.

Hawai'i was once an independent Indigenous sovereign island nation with a distinctive culture, history, and legislative past. The laws of the modern state of Hawai'i reflect that history as Indigenous heritage has been integrated into state law. However, during the last forty years the laws protecting Native Hawaiian rights have been challenged in Hawai'i through a series of significant land claim lawsuits. Native Hawaiian struggles for sovereignty are based on the assertion of their heritage rights in lawsuits. This dissertation explores the use of heritage in land claim lawsuits and the role it plays in the construction of a modern Indigenous identity. It uses Native Hawaiian efforts for land control in Hawai'i as a case study to explore how involvement in the legal process has impacted both Indigenous identity and heritage. In this dissertation I examine three major lawsuits following one line of legal precedent: traditional and customary access rights. The investigation answers the questions of how legal narrative construction using heritage impacts Indigenous identity; how heritage values are substantiated; what the role is of experts in formulating cases; if there is a measurable change over time in the way that cultural claims are structured; and what the impact is of increased Indigenous political leadership and land control on Native Hawaiian identity and heritage. To complete this research, I applied a mixed qualitative method approach of ethno-historical, socio-legal, and legal narrative analyses with content analysis to examine Indigenous textural production and court performance as forms of social practice. I supported my research with ethnographic semi-structured interviews and participant observation in recognition of Indigenous protocol. The results indicate that Native Hawaiian use of heritage in courtrooms has contributed to Indigenous identity construction by enhancing collective memory, increasing land control, and protecting group rights. The results also provide insight into how such actions by Indigenous peoples can advance upward social mobility, encourage collective identification and civic involvement, regenerate cultural practices, and strengthen group identity. This research provides new insights into how Indigenous heritage can be used as a means of Indigenous empowerment and develops a greater and more complex understanding of the uses of heritage for land control and sovereignty. These findings may be used by other special interest groups using heritage to achieve common goals.

都市更新權利變換運作過程中的土地權利人與實施者的關係，是現代經濟活動典型的專業分工委託代理關係。土地權利人與實施者基於都市更新法制下相關的權利義務契約，執行都市更新事業，由於訊息不對稱、目標不一致與風險偏好之差異，實施者基於機會主義的決策或行動，經常不利於土地權利人的利益，於是產生代理問題、增加代理成本，雙方無法產生高度互信的基礎，而成為都市更新延宕與成效不彰的主因。本論文從土地權利人與實施者之間，於都市更新條例機制下的互動契約中，探討分析雙方之委託代理關係，並從土地權利人的角度設計監督方式，以維護土地權利人的權益，促進都市更新事業之實施。 當土地權利人與實施者，共同於一都市更新單元，組成生產團隊時，土地權利人初期擁有較強的提議與同意之控制權，隨著實施者握有超過都市更新法定之同意書門檻後，實施者掌握較強的執行控制權，土地權利人擁有較弱的監督控制權。又現行都市更新權利變換的價值分配，是實施者投入共同負擔費用，並以更新完成後之土地與建築物部分折價抵付，其餘土地及建築物則分配與原土地所有權人，因此土地權利人得到大部分的剩餘索取權。這樣的控制權與剩餘索取權分離狀態下，其權利變換價值分配模式，是否為適當的產權安排？對於都市更新參與人能否有所激勵？能否促進都市更新之推動效率？是本論文主要的探討分析重點。 此外，同一更新單元之土地權利人與實施者，具有短期且為一次性合作的特性，依現行都市更新法律規範，交易雙方以簽訂同意書做為實施都市更新事業的關鍵契約，由於契約簽定後，交易雙方所投入的特殊投資比例不相同，因而普遍引起期初契約簽署的遲疑，甚而契約簽定後，仍有權利義務不明確之爭議。本論文透過不完全契約理論的思維，探討分析土地權利人與實施者的契約關係與特殊投資關係，並建議一個新的交易契約模式，以降低雙方之機會主義行為，進而希能促進都市更新事業之推動。 / In the process of rights transformation of urban renewal, the relationships between land owners and the implementers are the typical Principal-Agent Relationship in modern economic activities. Based on the related rights and obligations under the regulations of urban renewal, land owners and the implementers execute urban renewal business. Due to the differences of asymmetric information, inconsistent goals, and risk preference, the decision-making and/or actions of implementers based on the opportunism, will often unfavorable to the benefits of land owners. Therefore, the problem of Principal-Agent Relationship arises that increases agent cost. Both sides cannot generate the foundation of highly mutual trust, and thus creates the major reason of delaying and inefficiency for urban renewal. This paper studies and analyzes the Principal-Agent Relationship of both land owners and the implementers from both sides with their interaction of contract under unban renewal regulation mechanism, and further from the land owners perspective to design ways of monitoring to protect rights and benefits of land owners, to facilitate the implementation of urban renewal business. When the land owners and the implementers organize as a「Production Team」on a very urban renewal unit, the land owners initially hold stronger control rights on both proposing step and agreement step; along the implementers hold agreement letters exceeding the official threshold of urban renewal regulations, they will control better execution rights, and the landowners hold weaker surveillance control rights. The current value allocation of rights transformation for urban renewal employs common sharing of expenses with the implementers. After deducting the common sharing of the discounted price substitute payment of the land and buildings after the rights transformation, the remaining lands and buildings shall be allocated to the original landowners according to the rights value proportion before each piece of land rights was transformed. In so doing, the land owners obtain most of the residual claim. Under such separation of the control rights and the residual claim, whether the value allocation of the rights transformation is as suitable arrangement for property rights? Will it be the incentives to the urban renewal participants? Whether it will facilitate the efficiency of urban renewal promotion? These are the main points of the analysis of this paper. Land owners and the implementers with the same Renewal Unit retain a short-term and once-for-all cooperative nature. According to the regulations of current Urban Renewal Act, both parties of the transaction by signing an agreement as the key contract of implementing urban renewal business. After signing up the contract, due to the different ratio of specific investment input by both sides of the transaction, the initial contract thus normally has been delaying or doubtfully signed. Even worse, after eventually signing the contract, there are still uncertain disputes on rights and obligations. Via the thoughts of Incomplete Contracts Theory, this paper not only analyzes the contractual relationship and the specific investment relationship of land owners and the implementers, but also recommends a new transaction contract model to decrease the opportunism behaviors of both sides, and further more, to facilitate the implement of urban renewal business.

本研究針對國內1996至2003年68筆受證期局強制重編財報事件為研究對象，採個案與實證兼具之研究方法，探討財報強制重編之成因、外顯徵兆與經濟後果。 就財報強制重編之成因而言，本研究發現盈餘管理誘因亦適用於財報強制重編之情形；公司治理機制中控制權與所有權偏離程度的縮小、外部審計品質的提升與關係人交易之透明與簡單化，皆可以降低財報強制重編之機率。就財報強制重編之外顯徵兆，則發現會計師出具無保留以外之意見與損益品質的下降，為公司錯誤報導財務報表之重要指標。就財報強制重編之經濟後果，實證顯示財報強制重編與財務困難間具有顯著的關聯性。此外，本研究並發現財報重編影響的報表數愈多、金額幅度愈大、涉及業外非核心盈餘與投資損益之重編時，公司發生財務困難的可能性將顯著增加。 / This research employs both case study and empirical approaches to investigate the causes, demeanors and economic consequences of a sample of firms that were enforced by the Securities and future Bureau to restate their financial statements over the period of year 1996 to year 2003. The analysis of the causes of mandatory restatements shows that the motivations of earnings management also apply to the context of financial restatements. The firms with smaller deviation of control rights from the cash flow rights, higher audit quality and more transparency in related-party transactions help alleviate the probability of restatements. The results also indicate that unclean audit opinions and decrease in quality of earnings are important demeanors of misstatement of financial statements. In addition, firms are enforced to restate their financial statements are found to be significantly related to the occurrence of financial difficulties in the future. The findings show that the severer the materiality of the restatement in terms of the length of period, dollars, and the nature of the restatements, the higher the possibility of firms will experience financial difficulties.