Thesis (M.B.A.)--University of Hong Kong, 1996. / Includes bibliographical references (leaf [81-82]).

Thesis (doctoral)--Universiẗat Frankfurt (Main), 2005. / Includes bibliographical references (p. 535-558).

Thesis (doctoral)--Universiẗat Würzburg, 2005. / Includes bibliographical references (p. [xv]-xxviii).

No description available.

Univ., Diss.--Hamburg, 2002.

published_or_final_version / Business Administration / Master / Master of Business Administration

Thesis submitted in fulfillment of the requirements for the degree of Doctor of Philosophy, presented to the School of Law, Faculty of Commerce, Law and Management, University of the Witwatersrand. / Over the last few decades, the debate on the topic of business and human rights has dominated the international scene. Initially, the debate focused on the question whether corporations have obligations beyond making profits. This is no longer contested, and the issue now at hand is the need to define what these obligations are and to determine how they can be enforced. In the history of the development of human rights, the duty to uphold human rights and secure their protection was considered a preserve of the state. However, with changing economic dynamics and increased globalization, it is undeniable that states are no longer the only or major threat to human rights; the modern corporation, much bigger in structure and complex in operations than before, has taken its place beside the state, having as much potential as the state to negatively impact human rights. Kenya adopted a new Constitution in 2010, at the same time that John Ruggie, the Special Representative of the UN Secretary General on Business and Human Rights was finalizing his mandate and putting together his findings based on research he had conducted over a number of years. The business and human rights deliberations Ruggie steered at the international level were expected to culminate in the negotiation of an internationally binding instrument. This did not happen. This study shows that the failure to propose the negotiation of a treaty was not fatal to the Business and Human Rights agenda, but rather that the alternative approach taken presents a more ideal opportunity to prepare the ground for the future negotiation of a treaty. Ruggie developed the UN Guiding Principles on Business and Human Rights and proposed them as a common global platform for action, an authoritative focal point to direct efforts geared at understanding the corporate obligation for human rights. Although both the Constitution of Kenya and Ruggie’s findings underscore the role of the corporation in upholding human rights, the corporate obligation with regards to human rights is not clear. The main objective of the research was therefore to give human rights obligations of corporations in Kenya greater specificity so that both corporations and the State may more effectively implement them. The study undertook to investigate what the corporate obligation for human rights entails, building on the foundation established by the 2010 Constitution, which provides for horizontal application of the Bill of Rights to juristic persons, and the guidance offered for states and corporations and other business entities through the UN Protect, Respect and Remedy Framework and the UN Guiding Principles. The study established what the obligations under the three pillars recommended in the UN Framework would mean for Kenya. The mistaken belief commonly held by corporations that corporate social responsibility is the same as human rights obligation was explored. The findings also show that the State Duty to Protect will mainly be exercised through the enactment of laws that offer guidance to corporations on what constitutes their duty and how it can be executed in practice. The study therefore recommends that amendments and additions be made to particular laws, the main one being the Companies Act of Kenya, to guide corporations in executing their human rights obligation. Furthermore, a recommendation is made that the Commission charged with implementing the Constitution include a specific section on Business and Human Rights in the National Policy and Action Plan drawn up to implement the 2010 Constitution. This will ensure that due attention is given to the subject, and a clear and comprehensive approach adopted to make corporate accountability for human rights violations a practical and realistic goal. The proposals made for the Action Plan include factors that will improve access to remedy for victims of human rights violations. / MT2017

自20世纪90年代起，金融及法律界学者逐渐提出到境外发达资本市场上市可以发挥其 “捆绑“作用：企业可以通过跨越本国薄弱的法律机制，受制于发达国家的法律以及监管，实现公司治理的提高。“捆绑理论起源于美国, 但随后也被运用于全球市场的其他角落。 问题关键在于本国市场与境外市场之间是否存在一个"质量差距", 因为只有在“质量差距“存在的情况下，“捆绑“的作用才有可能产生。 / 源于“香港“英文拼写中的第一个字母H，到香港上市的中国企业被统称为H-股公司。自“青岛啤酒“于1993成功于香港上市，至今香港联交所已有169 间H-股公司。其中，2002至2006 是到港上市的高峰期. 此期间，中国资本市场混乱，难以发挥为企业融资的作用。鉴于此，中国政府鼓励国内企业到香港上市，寄予通过香港更好的治理机制，实现对本土企业治理实践的提高。 / 当前，人们普遍认为香港上市可以顺利提高中国企业的治理实践。如若事实如此，我们有理由相信中国本土市场与香港市场之间存在明显的“质量差距“。也就是说香港市场的治理体系优于国内市场。此文以中小股东保护为出发点，于以下几个方面探讨两地之间是否存在“质量差距“：信息披露，独立董事，金融中介机构的“看门人“作用，证券法的公力救济，以及公司法，证券法的私力救济。 / In the 1990s, finance and legal scholars gradually proffered the view that cross-listing in a developed market functions as a "bonding" mechanism: a firm may improve governance practices in spite of the home country's weak legal institutions by subjecting itself to the legal and regulatory regime of the developed market. Initially developed in the context of overseas companies listed in the US, this bonding effect has been applied to other places of the global market as well. Critical to this scenario is the existence of a "quality gap" between the home and the foreign markets, which must exist for generating the bonding effect. / Chinese companies listed in Hong Kong are known as H-share companies for the first letter of the listing locality. Since the birth of the first H-share company, Tsingtao Beer, in 1993, a total of 168 H-share companies have floated on the Stock Exchange of Hong Kong. A majority of these companies were listed between 2002 and 2006. Around this period, the two domestic exchanges were highly volatile and failed to provide an efficient fund-raising device for Chinese companies. Against this backdrop, the Chinese government adopted the strategy of encouraging domestic companies list in Hong Kong, which is perceived to be a better governance regime, thereby bonding the governance practices of Chinese companies to a superior standard. / It is current conventional wisdom that the governance practices of Chinese companies can be enhanced indeed through pursuing a listing on the SEHK. If conventional wisdom so holds, we should believe there is a quality gap between these two markets. In other words, the governance regime of the Hong Kong market must be superior to that of China. Focusing on the level of protection for minority shareholders, this study questions the conventional wisdom in five areas: information disclosure, board independence, the gatekeeping role played by financial intermediaries, public enforcement of securities law, and private enforcement of corporate and securities law. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Meng, Fanpeng. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 300-331). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese. / INTRODUCTION --- p.1 / INFORMATION DISCLOSURE --- p.3 / INDEPENDENT DIRECTOR --- p.4 / GATEKEEPER --- p.4 / PUBLIC ENFORCEMENT --- p.5 / PRIVATE ENFORCEMENT --- p.5 / OVERALL BONDING EFFECT --- p.6 / Chapter CHAPTER I --- OVERVIEW --- p.7 / INTRODUCTION --- p.7 / Chapter 1.1 --- THE SOE REFORM --- p.7 / Chapter 1.1.1 --- Pre-1949 Era --- p.8 / Chapter 1.1.2 --- Leninist Model of State-Syndicate --- p.10 / Chapter 1.1.3 --- Power Delegating and Profit Sharing (PDPS) --- p.11 / Chapter 1.1.4 --- Corporatization --- p.12 / Chapter 1.2 --- THE ESTABLISHMENT OF THE CHINESE STOCK MARKET --- p.14 / Chapter 1.3 --- THE VOLATILITY OF THE CHINESE STOCK MARKET --- p.16 / Chapter 1.4 --- HONG KONG: A CAPITAL MARKET WITH CHINESE CHARACTERISTICS --- p.21 / Chapter 1.5 --- THE ROAD TO THE HONG KONG BOURSE --- p.26 / Chapter 1.6 --- AN ECONOMIC ANALYSIS OF CROSS-LISTING --- p.34 / Chapter 1.7 --- CONCEPTUAL FRAMEWORK --- p.39 / Chapter CHAPTER II --- LITERATURE REVIEW --- p.45 / INTRODUCTION --- p.45 / Chapter 2.1 --- CONCEPT OF CORPORATE GOVERNANCE --- p.47 / Chapter 2.2 --- AGENCY COST --- p.51 / Chapter 2.3 --- CONVERGENCE --- p.55 / Chapter 2.4 --- THE BONDING HYPOTHESIS --- p.59 / Chapter 2.5 --- CHALLENGING THE BONDING HYPOTHESIS --- p.65 / Chapter 2.6 --- CROSS-LISTING IN THE H-SHARE CONTEXT --- p.68 / Chapter CHAPTER III --- INFORMATION DISCLOSURE --- p.72 / INTRODUCTION --- p.72 / Chapter 3.1 --- GENERAL DIFFERENCES OF THE TWO DISCLOSURE REGIMES --- p.74 / Chapter 3.1.1 --- Rulemaking --- p.74 / Chapter 3.1.1(A) --- China --- p.75 / Chapter 3.1.1(B) --- Hong Kong --- p.75 / Chapter 3.1.2 --- Disclosure Medium --- p.76 / Chapter 3.1.2(A) --- China --- p.76 / Chapter 3.1.2(B) --- Hong Kong --- p.77 / Chapter 3.1.3 --- Disclosure Language --- p.78 / Chapter 3.1.3(A) --- China --- p.78 / Chapter 3.1.3(B) --- Hong Kong --- p.79 / Chapter 3.2 --- PROSPECTUS --- p.79 / Chapter 3.2.1 --- Financial Report --- p.80 / Chapter 3.2.1(A) --- China --- p.80 / Chapter 3.2.1(B) --- Hong Kong --- p.81 / Chapter 3.2.2 --- Business Activities, Products, and/or Services --- p.81 / Chapter 3.2.2(A) --- China --- p.82 / Chapter 3.2.2(B) --- Hong Kong --- p.83 / Chapter 3.2.3 --- Shareholding Structure --- p.83 / Chapter 3.2.3(A) --- China --- p.84 / Chapter 3.2.3(B) --- Hong Kong --- p.85 / Chapter 3.2.4 --- Development Plan --- p.85 / Chapter 3.2.4(A) --- China --- p.85 / Chapter 3.2.4(B) --- Hong Kong --- p.86 / Chapter 3.3 --- PERIODIC REPORTING --- p.86 / Chapter 3.3.1 --- Accounting Standards --- p.87 / Chapter 3.3.1(A) --- Accounting Harmonization --- p.87 / Chapter 3.3.1(B) --- China --- p.88 / Chapter 3.3.1(C) --- Hong Kong --- p.89 / Chapter 3.3.1(D) --- Harmonization Between China and Hong Kong --- p.90 / Chapter 3.3.2 --- Mandatory Quarterly Reporting (MQR) --- p.91 / Chapter 3.3.2(A) --- China --- p.91 / Chapter 3.3.2(B) --- Hong Kong --- p.92 / Chapter 3.4 --- AD HOC DISCLOSURE --- p.94 / Chapter 3.4.1 --- PSI --- p.94 / Chapter 3.4.1(A) --- China --- p.95 / Chapter 3.4.1(B) --- Hong Kong --- p.96 / Chapter 3.4.2 --- Disclosure of Connected Transactions --- p.97 / Chapter 3.4.2(A) --- China --- p.98 / Chapter 3.4.2(B) --- Hong Kong --- p.102 / Chapter 3.4.3 --- Disclosure of Notifiable Transactions --- p.106 / Chapter 3.4.3(A) --- China --- p.106 / Chapter 3.4.3(B) --- Hong Kong --- p.108 / CONCLUSION --- p.111 / Chapter CHAPTER IV --- INDEPENDENT DIRECTOR --- p.113 / INTRODUCTION --- p.113 / Chapter 4.1 --- AGENCY COST, BOARD INDEPENDENCE, AND CORPORATE PERFORMANCE --- p.116 / Chapter 4.2 --- INDEPENDENT DIRECTORS IN CHINA --- p.119 / Chapter 4.2.1 --- Regulatory Rules --- p.119 / Chapter 4.2.1(A) --- Guidelines for the Articles of Association of Listed Companies --- p.120 / Chapter 4.2.1(B) --- Guiding Opinions on the Establishment of Independent Director System for Listed Companies --- p.121 / Chapter 4.2.1(C) --- Principles of Corporate Governance for Listed Companies --- p.123 / Chapter 4.2.2 --- Implementation of the Institution of Independent Director --- p.125 / Chapter 4.2.3 --- Empirical Results --- p.126 / Chapter 4.2.4 --- A Wrong Prescription for the Governance Disease --- p.127 / Chapter 4.3 --- INDEPENDENT DIRECTORS IN HONG KONG --- p.132 / Chapter 4.3.1 --- Regulatory Rules --- p.132 / Chapter 4.3.1(A) --- Listing Rules --- p.133 / Chapter 4.3.1(B) --- Code on Corporate Governance Practices --- p.134 / Chapter 4.3.2 --- The Same Wrong Prescription --- p.136 / Chapter 4.4 --- INDEPENDENT DIRECTORS OF H-SHARE COMPANIES --- p.140 / Chapter 4.4.1 --- Regulatory Rules --- p.141 / Chapter 4.4.2 --- Comparison of the Minimum Mandatory Requirements --- p.142 / Chapter 4.4.3 --- Sample Study --- p.143 / Chapter 4.4.3(A) --- Employment of INEDs --- p.143 / Chapter 4.4.3(B) --- Specialized Committee --- p.144 / Chapter 4.4.3(C) --- Occupational Background of INEDs --- p.145 / CONCLUSION --- p.146 / Chapter CHAPTER V --- GATEKEEPER --- p.148 / INTRODUCTION --- p.148 / Chapter 5.1 --- SPONSOR --- p.151 / Chapter 5.1.1 --- China --- p.152 / Chapter 5.1.2 --- Hong Kong --- p.157 / Chapter 5.2 --- AUDITOR --- p.163 / Chapter 5.2.1 --- China --- p.163 / Chapter 5.2.2 --- Hong Kong --- p.168 / Chapter 5.3 --- CORPORATE ATTORNEY --- p.173 / Chapter 5.3.1 --- China --- p.173 / Chapter 5.3.2 --- Hong Kong --- p.177 / Chapter 5.4 --- CRA --- p.182 / Chapter 5.4.1 --- China --- p.183 / Chapter 5.4.2 --- Hong Kong --- p.189 / CONCLUSION --- p.192 / Chapter CHAPTER VI --- PUBLIC ENFORCEMENT --- p.196 / INTRODUCTION --- p.196 / Chapter 6.1 --- PUBLIC ENFORCEMENT IN CHINA --- p.199 / Chapter 6.1.1 --- CSRC --- p.199 / Chapter 6.1.1(A) --- The Primitive Stage --- p.200 / Chapter 6.1.1(B) --- The Medieval Stage --- p.201 / Chapter 6.1.1(C) --- The Modern Stage --- p.204 / Chapter 6.1.1(D) --- CSRC Sanctions --- p.204 / Chapter 6.1.2 --- Stock Exchange Self-Regulation --- p.207 / Chapter 6.2 --- PUBLIC ENFORCEMENT IN HONG KONG --- p.213 / Chapter 6.2.1 --- Hong Kong Government --- p.213 / Chapter 6.2.2 --- SFC --- p.214 / Chapter 6.2.3 --- MMT --- p.219 / Chapter 6.2.4 --- SEHK --- p.221 / Chapter 6.2.5 --- The CITIC Pacific Case --- p.223 / Chapter 6.2.6 --- Maintenance of the Non-statutory SEHK Listing Rules --- p.226 / Chapter 6.3 --- EFFECTS OF REPUTATIONAL SANCTIONS IN CHINA AND HONG KONG --- p.230 / Chapter 6.3.1 --- Do Listed Companies Care? --- p.230 / Chapter 6.3.2 --- Share Price Reaction --- p.232 / Chapter 6.3.2(A) --- Sample --- p.232 / Chapter 6.3.2(B) --- Measurement of Cumulative Abnormal Returns (CAR) --- p.233 / Chapter 6.3.2(C) --- Results --- p.234 / Chapter 6.3.3 --- Collateral Effects --- p.235 / Chapter 6.4 --- LIMITED EFFECTS OF REPUTATIONAL SANCTIONS ON H-SHARE COMPANIES --- p.237 / CONCLUSION --- p.240 / Chapter CHAPTER VII --- PRIVATE ENFORCEMENT --- p.242 / INTRODUCTION --- p.242 / Chapter 7.1 --- SECURITIES LAW --- p.245 / Chapter 7.1.1 --- China --- p.245 / Chapter 7.1.2 --- Hong Kong --- p.248 / Chapter 7.2 --- CORPORATE LAW --- p.253 / Chapter 7.2.1 --- The Common Law Rule in Foss v Harbottle --- p.253 / Chapter 7.2.2 --- The New Derivative Action in China --- p.255 / Chapter 7.2.2(A) --- Background --- p.255 / Chapter 7.2.2(B) --- Locus Standi --- p.257 / Chapter 7.2.2(C) --- Standing Requirement --- p.260 / Chapter 7.2.2(D) --- Personal Benefit --- p.261 / Chapter 7.2.2(E) --- Funding the Action --- p.262 / Chapter 7.2.3 --- The Statutory Derivative Action in Hong Kong --- p.265 / Chapter 7.2.3(A) --- Member --- p.266 / Chapter 7.2.3(B) --- Specified Corporation --- p.267 / Chapter 7.2.3(C) --- Misfeasance --- p.268 / Chapter 7.2.3(D) --- Preconditions for Leave --- p.269 / Chapter 7.2.4 --- Private Enforcement Under the MPAAOs --- p.274 / Chapter 7.2.4(A) --- Enforcement by Arbitration --- p.274 / Chapter 7.2.4(B) --- Arbitration Procedures --- p.278 / Chapter 7.2.4(C) --- Enforcement of Arbitral Awards --- p.281 / CONCLUSION --- p.286 / CONCLUSION --- p.288 / INFORMATION DISCLOSURE --- p.289 / INDEDPENDENT DIRECTOR --- p.291 / GATEKEEPER --- p.292 / PUBLIC ENFORCEMENT --- p.296 / PRIVATE ENFORCEMENT --- p.297 / OVERALL BONDING EFFECT --- p.299

Thesis (LLM. (Development and Management) -- University of Limpopo, 2005

ABSTRACT This thesis investigates the legal and theoretical basis of continuous disclosure regulation in Australia as it applies to listed companies. An empirical study is undertaken to further investigate the operation of the legislation. As part of the Enhanced Disclosure regime, the continuous disclosure provision was effective from 5 September 1994 as s1001A of the Corporations Law, now the Corporations Act 2001 (Cth). This statutory provision is replaced by s674, inserted by Schedule 2 to the Financial Services Reform Act 2001 (Cth), and effective from 11 March 2002. The provision reinforces Australian Stock Exchange (ASX) listing rule 3.1. The rule requires a listed disclosing entity to notify ASX immediately of information that would be expected to have a �material effect� on the share price of the company. However, the disclosure requirement is weakened by a number of specific exemptions or �carve-outs� to listing rule 3.1. If a reasonable person would not expect the information to be disclosed, and if the confidentiality of the information is maintained, then disclosure is not mandatory in special circumstances. This study analyses 427 query notices, issued by ASX to listed companies from July 1995 to April 1996. The queries request information concerning unexplained movements in a company�s share price or a failure to comply with the listing rules. An analysis of the companies� replies to these notices provides a profile of the type of company that is likely to be queried. The study also attempts to evaluate the extent to which these companies have relied on the �carve-outs� as an exemption to the regulation.