This dissertation consists of three papers that examine how aspects of public policy may impact private sector corporate governance. The first two examine the relationship between personal-tax policy and corporate agency costs. The first paper is a theoretical analysis based on an agency model of managerial behavior. A unique element of this paper is that it assumes a discontinuous compensation function, which reflects the occurrence of performance thresholds associated with the dismissal incentive and many common bonus plans. The analysis results in three main findings. First, the relative magnitude of proportional taxation has an indeterminate effect on managerial performance. Second, an increase in tax progressivity is associated with reduced managerial performance and increased agency costs. Third, the inclusion of performance thresholds and compensation discontinuities can cause tax system changes to have surprisingly large impacts on managerial performance. The second paper is an empirical investigation of the relationship between personal-tax progressivity and corporate operating efficiency. The analysis is based on variations in across-state tax policy and utilizes a sample of US-based firms. Using matched-pair testing and regression analysis, evidence is found that is consistent with the hypothesis that increased personal-tax progressivity negatively impacts managerial performance. Together, the analysis contained in the first two papers suggests a need to further examine the relationship between personal taxation and corporate agency costs, an issue that is largely absent from the research literature. The third paper investigates whether variations in state corporate law affect firm value. Previous research in this area generally treats all states other than Delaware as having homogeneous corporate law. I relax this assumption and analyze a large panel sample of US firms. Evidence is found that Delaware firms are worth more, on average, than non-Delaware firms. However, this effect is not consistent across all non-Delaware jurisdictions. The valuation differences are correlated to differences in statutory law. Specifically, corporate law that provides greater entrenchment of management is associated with reduced firm value. The results indicate that corporate law does affect corporate governance. Furthermore, the findings are inconsistent with the “race to the bottom” theory of corporate law. / May 2006

This thesis concerns the collapse of Houston based Enron Corporation and its ongoing economic, political and legal implications. Specifically, I investigate spaces of corporate fraud to broadly ask, how is fraud located in the varied spatial contexts of the firm? My goal is to demonstrate that the corporation is contingent upon social, cultural and material relationships across space. In this regard, I explore three distinct corporate spaces. They include (1) financial statements, where I discuss Enron’s financial performances in two spatial contexts, what the public saw, and what went on in private, (2) the bodies of workers, where I consider the gendered exposure of Enron’s fraud to the public, and (3) the spaces of the courtroom where I document how the corporation, as a non-bodied entity, became embodied in a courtroom context. In each case, I demonstrate how fraud is situated differently, and in each case, I suggest the implications of corporate fraud play out with differing results for those involved. The research for this thesis involved an archeological and ethnographic approach towards gathering and analyzing narratives around Enron’s downfall. This means I rely on financial documents and other important papers published by the former company, semi-structured interviews with former Enron employees, interviews with key media persons documenting the Enron story, participant-observation of the criminal trial against former CEOs (Chief Executive Officer) Ken Lay and Jeff Skilling, media analysis of news articles and other popular culture texts, and finally, journaling. Far from being solely a homo economicus, a rational economic actor guided by capitalist imperatives to extract profit, my data suggests that the corporation is constituted through cultural, social and material agents that are unstable and breakdown. With this, I suggest the use of a new metaphor for the corporation, the corporation as a body. The body I conceive is conceptually drawn from feminist post-structural theory. It is open, porous and embodied. This new metaphor enables me to draw on the corporation’s diverse embodiments as important constitutive moments of corporate fraud.

The purpose of this study was to investigate and describe an organization's transition to a focused factory of the future. This transition entailed broad changes in manufacturing equipment/technology, manufacturing processes, and organizational culture.The findings of the study included:The organization focused one product model rather than focusing their two major product lines simultaneously. The result was new and stronger barriers emerging rather than the cited objective of breaking down barriers. There was a concentrated effort by the local labor union to resist the new changes while maintaining their own cultural identity.Many of the problems which impeded the transition resulted from external sources where the organization had limited control. These problems with external sources were:1. Conflicts with the organization's corporate headquarters who held an opposing interpretation as to the extent to which the organization should focus.2. Costly delays resulting from machine vendors not meeting their delivery dates.3. Time pressures resulting from deadlines administered by the organization's customer.4. Substantial quality problems experienced from a dependence on a single casting vendor.There is a critical need for frequent communications between management and hourly workers during a transition of this magnitude. The hourly workers have less access to information and make interpretations of events based on available information, real or rumored. The hourly workers are dependent on information from management and when events "suddenly" do not occur as expected a negative perception of management results.Many of the hourly workforce responded magnificently to the challenges of moving beyond "pushing buttons" to becoming a thinking and decision-making facet of the organization. Although some hourly workers who had been acculturated at a time when they were "not paid to think" did not respond well to the unsupervised environment, a large number of the workers demonstrated a voraciousness for the opportunity.RecommendationsPrior to initiating a major change in an organization a very detailed and thorough evaluation needs to be conducted of all potential sources of roadblocks to success. This evaluation should include research on organizations who have experienced similar transitions in the past. The planning should include: An assessment of the internal organizational culture.This would include the likelihood of union support even in lieu of a shift in union leadership.An analysis of the costs/benefits of initiating a new product within the existing plant or at a completely new location.A detailed assessment of all vendors with an alternate in case of utilization of one exclusive supplier. A careful assessment of a machine vendor's ability to meet delivery dates and stringent contractual guidelines which would maximize punctual delivery. Prior to initiating the project there needs to be communication and agreement between the organization and corporate headquarters in regards to the specific details of the changes.A thorough research of potential material vendors needs to be conducted in order to ensure a stable vendor who produces a quality product.A careful selection procedure should be developed which enlists individuals who are willing and able to make the transition along with the organization.

Corporate increase their competitive advantage by M&A. It is a recent trend over the world. It is important to make a distinctive plan for M&A. In addition, the process of M&A must follow the rules of business and corporate governance. The study analyzes the re-election of the board of the directors of China Development Financial Holding Corporation. In the perspectives of corporate governance, politics, economics, and social-culture, we study that Chinatrust Financial Holding Company acquired the control of China Development Financial Holding Corporation by the proxy contest. And we discuss some issues of government¡¦s role, ¡§Chinatrust rule¡¨, and other investor¡¦s role.

This study focuses on one specific company case-study. In addition, a questionnaire was also distributed within the broader accounting community. Feedback was then analyzed to shed light on cognition of-and compliance with-business ethics and regulations. In order to implement corporate governance well, accounting staff should strengthen their own competence in their professional domain, and then ensure the rights of the company, the stockholders and the stakeholders. In this study it was found that, in general, accountants who are more familiar with accounting regulations will more frequently check if they are abiding by the rules or not. It was also concluded that accountants should continue to seek more efficient methods to improve their working practices, so as to better fulfill their assigned roles. At the same time, management teams should work to improve the accountants¡¦ judgment and fully support them in reconciling any potential conflict of interest.

In recent years, economical fast development, the corporate faces the globalization expansion, and in under pursue biggest profit premise, every managers tries to utilization each innovation transforms the strategy makes every effort the promotion competitive advantage in the global market. To achieve the enterprise continues forever goal of the development. However, one after another financial scandal erupted in the American and Asia, it impacts the corporate to think about relationship between the corporate competition and the corporate social responsibility. In the past, to pursues the maximum profit is traditional ideas for the practice of market. Since the corporate scandal erupted, corporate starts to consider how to evaluate the business performance. Moreover, the regards the topics on environmental protection and staff rights and interests attack corporate image seriously. Definitely, more and more evidence to show the ethics orientation obtain the positive benefit. More and more corporate expresses the social responsibility is helpful for the company. They understand the company can gain the long-term competitive advantage with the fusion for the company image and the corporate social responsibility. They understand the respect from social is not only create the value for the shareholder, but also unfold the intense support environmental protection and the social responsibility. This study is according to the humanity responsibility, ethics responsibility, the legal liability, in Carroll, Archie B. (1991) The Pyramid of Social Responsibility ( in the Chapter II), and using the case study. It is positive relationship when company provides the result: the company competition and to implement the social responsibility.

Since CITI Bank sponsored New York Philharmonic Orchestra to perform in Taiwan in 1984, it began the interactions between enterprises and concerts. Comparing with other performing arts, people are more willing to pay for music performances. Benefit concert also has a better fundraising record than other art activities. The purposes of this research are: 1) to find the motivations, internal and external influence factors, execution modes, scales, and input routes of enterprises holding benefit concerts; 2) to understand the collaborative models among enterprises, sponsored non-profit organizations, and performing arts promoters; 3) to compare the different behavior modes among four cases and to provide some suggestions for enterprises, non-profit organizations and performing arts promoters. This research uses case study methodology. After the literature review, the researcher chose four domestic enterprises who have splendid records for holding benefit concerts and did a semi-structural interview with each of them. The study came up six findings: 1) These enterprises¡¦ motivations of supporting benefit concerts was to raise up media exposure, to increase a impression on their customers, and to play role models as corporate citizens in the society. 2) The corporate philanthropy and enterprises¡¦ cultures integrated to create their strategies. The major internal influence factor was the companies images. The external influence factors included: the type of the non-profit organizations and its future, the attraction of the proposals, and the relations in the past. 3) The budget of benefit concerts was arranged with a special percentage of the enterprises¡¦ total income or a fix amount. 4) The enterprises mainly sponsored the fund for the activities through their subsidiary foundations or the company themselves. 5) The enterprises¡¦ relationships to the not-profit organizations were different, but they valued the proposals raised by performing arts promoters. 6) The activities were judged by their ticket revenue, the number of audience, the amount of media exposure and the budget. The benefit concerts not only increased the coherence of the employees, but also improved the corporate images.

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ABSTRACT Due to the global economic depression, enterprise bankruptcy and reorganization cases are increasing tremendously during the recent years. However, the current laws and regulations respecting reorganization and bankruptcy are not comprehensive enough to help the enterprises and protect the rights and interests of creditors and investors. It is a common place that the court could not render decision immediately and precisely while the enterprises file for reorganization when encountering financial problems, due to lack of sufficient information or clear provisions of laws. Therefore, some enterprises that were worthy to give assistance and should have had a chance to regenerate their business, had fallen into the destiny of bankruptcy. On the contrary, some other enterprises use the Bankruptcy Law as their protector to have their cunning maneuver happened all the time. By the comparison of the R.O.C. and America bankrupt systems, the author has tried to find out how to appraise the enterprise while a financial crisis occurs. It is the author's hope that this thesis could provide the investors with an accurate and effective assessment principle to assist the enterprises out of the predicament, and furnish the government a helpful reference for amending the bankruptcy law. This thesis includes the comparison of the differences between R.O.C. and American bankrupt systems, some certain grave Chinese and American enterprises bankruptcy and reorganization cases that happened in the recent years, as well as the analyses of the relevant provisions of Company Law, Bankrupt Law, Law Governing Merger of Financial Institutions, Financial Holding Company Law, and Merger and Acquisition Law. The objects of all these analyses and comparison are to interpret the insufficiency and implicit points of current laws and regulations. This thesis has also applied and analyzed some theories about corporate governance. This research does not cover the procedures of liquidation and personal bankruptcy.

ABSTRACT This paper tests the influence of family control on corporate governance. It empirically examines the efficacy of internal governance mechanisms by analyzing the forced turnovers of top executive officers in Taiwan manufacturing companies. We divide samples into family firms and non-family firms, and also into firms in the high-tech industry and firms in the traditional industry. The result shows that corporate governance in family firms differs from that in non-family firms. In the traditional industry, the top executive turnover is related to performance for family firms, and it implies the effectiveness of internal monitoring mechanism. However there is no evidence to prove the efficiency of governance mechanism for non-family firms in the traditional industry. In the high-tech industry, the influence of family control on corporate governance is not significantly observed, but there is significant evidence to show the well functioning of governance mechanism in non-family firms. Overall, these results suggest that both family control and industry characteristic do influence the efficiency of corporate governance.