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After the promulgation of Financial Holding Company Law at the end of year 2001, the law has liberated the limitation of operations across banking, brokerage, and insurance. In order to cope with the future market competition, these institutions formed in total of 14 financial holding companies (FHCs) through self raising, merging, or acquisition. This research is aiming at the 14 FHCs and their subsidiary banks, security brokerages, and insurance companies, through applying financial ratio analysis to measure the synergy of FHCs¡¦ merging and acquisition. The sources of synergy are divided into three dimensions : operations, markets, and finance. A total of eight years of financial data is collected, including two parts: four years of pre-founding of FHCs from 1998 to 2001 and four years after founding the FHCs from 2002 to 2005. In-depth interview is conducted to look for the differences of operation performance and effect of increasing shareholder wealth after the FHCs merging and acquisition. The conclusions of this study are presented as following¡G 1.Market Synergy Dimension: The revenue increased after founding the FHCs shows that the market synergy exists and fits to expectation. FHCs could operate across fields including banking, brokerage, and insurance to provide cross selling chance for finance products. 2.Operational Synergy Dimension: The operating costs and operating costs ratio are increased after founding the FHCs. Because the FHCs do not reach the economy of scale, the unit operation cost is high and the organization of FHCs becomes large and needs more communication, which makes the decision making process inefficient, the management efficiency still needs to be improved. 3.Financial Synergy Dimension: The profit after tax and ROE are decreased after founding the FHCs, which are mainly contributed from inefficient use of financial resources and human resources as a whole group. 4.Synergy was hard to be seen within short term, which needed three to four years to make it possible. After merging or acquisition, FHCs need some time to reduce the conflicts between its subsidiaries and to conduct more efficient resource application to form FHCs synergy. 5.Market Evaluation: The market value of whole FHCs increases which increases the shareholder¡¦s wealth. This research provides the solution for increasing operation costs, including the following three points: 1.Converging the operation process. 2.Increasing economy of scale. 3.Enforcing the management efficiency.

¡§The Financial Institution Merger Act¡¨ and ¡§Financial Holding Company Act¡¨ were legislated in 2000 and 2001 in Taiwan. Based on those Acts, there are 14 financial holding companies established till now . Except for Waterland Financial Holdings, the other 13 financial holding companies include banking industry business. It is obvious that the performance of bank does influence the performance of financial holding company. Bank joins in financial holding company hoping to provide ¡§one-stop shopping¡¨ diverse financial commodities to consumers through joint-marketing, sharing resources and equipment, and hoping to gain ¡§Cross Selling¡¨, ¡§Cost Savings¡¨ and ¡¨Capital Efficiency¡¨ performance¡]3C performance¡^. It expects to pursue broadly business scope and gain more profits through this business model. The research uses Mann-Whitney test of non-parametric statistics to examine the performance of the banking subsidiary of financial holding company in order to understand whether banks can gain expected efficiency after joining in financial holding company. The empirical results are listed as follow¡G First, the ¡§cross-selling¡¨ performance of the banks after joining in financial companies is better than those before joining in financial companies. While there are no significant differentials in ¡§cost-saving¡¨ and ¡§capital-efficiency¡¨ performance. Second, the ¡§profit ability¡¨ performance of the banks after joining in financial companies is better than those before joining in financial companies. Third, there are no significant differentials in growth ability between the banks after joining in financial companies and those before joining in financial companies. Fourth, the cross-selling performance and profit ability of the individual banks such as the Chinatrust Commercial Bank, Taishin International Bank, The International Commercial Bank of China, Cathay United Bank, Taipei Fubon Bank and E.Sun Bank after joining in financial companies is better than those before joining in financial companies. Fifth, the performance of ¡§cost-saving¡¨; ¡§profit ability¡¨; ¡§growth ability¡¨ and ¡§asset quality¡¨ of the banks affiliated to the financial holding companies is better than those not affiliated to the financial holding companies. Sixth, the overall performance of the banks affiliated to the financial holding companies is better than those not affiliated to the financial holding companies. But not all of the banks affiliated to the financial holding companies after joining in financial companies perform better than before. So the banks not affiliated to the financial holding companies can grasp their own niches and enforce core business. They can develop better than before even though their scale not big enough.

In recent years, corporate strategy has drawn a lot of attention in the academic an practice. However, there are fewer literatures on how to put these ideas into practice, that is, how to quantify the interrelationships between the three key elements in strategic management¡Ðperformance, strategies, and environments, and how to judge and measure the opportunities and threats (O & T) when the environments change. This study is an attempt to answer these questions. The theoretical method developed incorporates a dynamic simultaneous equations model to express the interrelationship between these three elements. The method requires the identification of O & T in a three-step procedure. Step 1 relates the strategic components to the performance measures by the management¡¦s concept of business and philosophy of resource depolyment. Step 2 points out the suitable (unsuitable) environment circumstances for each of the scope and resource deployment elements. In Step 3, we link the results of Step 1 and Step 2 to identify and measure O & T. The above methodology is applied to the case of Cathy Financial Holding Company, a Taiwan largest listed financial holding company, over the period 2002Q2-2007Q3. We use the Instrument Variables Three Stage Least Square Method (IV-3SLS) to estimate them. In addition, we also use some tests to ascertain the validity of the selected instrument variables in order to obtain the more reliable results. Our empirical results indicate that both the firm strategies and the environments play significant roles in influencing the firm¡¦s performance. More specifically, whereas the diversification of products, and the debt allowance reservation rate are negatively associated with the cost/income ratio and positively associated with adjusted ROE and Tobin¡¦s Q. Additionally, the managers also can increase the investment efficiency by adjusting the content of the asset allocation, especially with regard to the holding of bonds. We also extract some major environment factors such as unemployment rate that affect the firm¡¦s performance and use the estimated results to identify and measure O & T.

隨著全球金融機構藉由購併朝向國際化及大型化金融集團的發展趨勢，而我國的金融機構過於零散以及規模過小，且加入WTO之後面對國內金融市場必須開放的壓力。政府對此內外問題憂慮的情況下，陸續通過「金融機構合併法」、「金融控股公司法」，期望藉此推動金融機構的整併，以提升我國金融機構的競爭力。 為了解金融控股公司有無達成政府當初立法的目的，本研究欲以財務觀點來評估金融控股公司成立至今的經營績效，又因金融機構性質的不同，樣本選取包含金控旗下13家銀行、7家證券公司、7家保險公司、3家票券公司，共計30家子公司。財務資料為金控成立前後四年的各季財務資料。將其財務比率資料加以彙整後，利用因素分析法萃取出適合衡量金融控股公司經營績效的財務績效指標，再利用Wilcoxon符號等級檢定，分別探討這四類子公司加入金控前後的經營績效是否有所差異，並加以探討個別子公司加入金控之後的獲利情況。 實證結果顯示： 一、銀行業：具顯著差異的財務比率如下：「安全性」因素構面中的淨值比率、存放比率以及淨值週轉率皆比加入前下降、而「成長性」因素構面中的淨值成長率也比加入前下降、「效率性」因素構面中的營業費用率增加，且總資產週轉率下降。以平均數來看，「獲利性」因素構面的財務比率皆比加入降低。因此，銀行業者加入金控後經營績效並未改善。 二、證券業：具顯著差異的財務比率如下：「效率性」因素構面中的淨值週轉率與固定資產週轉率下降，而營業費用率則是增加，「成長性」因素構面中的淨值成長率下降。然而以平均數來看，「獲利性」因素構面的財務比率有些微提昇。 三、保險業：僅有「財務槓桿度」此項財務比率具有顯著的降低，表示財務風險降低。以平均數來看，「資本適足性」因素構面的各項財務比率平均值皆提昇，而「成長性」因素構面的各項財務比率平均值皆降低。顯示保險業者採取保守穩健的經營方式。 四、票券業：財務比率皆沒有顯著差異。 五、個別銀行、證券、保險、票券業子公司的獲利情況作分析，有許多子公司仍屬於獲利的狀態。例如：13銀行業在加入金融控股公司之後仍有7家銀行的稅後淨利率呈顯著增加的情況，僅有1家呈顯著的減少。證券業及保險業個別子公司皆未達顯著水準。3家票券業者獲利有顯著增加的有1家。 / Following the trend of the worldwide financial institutions heading for internationalization and large-scale financial conglomerates by M&A, the financial institutions of Taiwan are too scattered and small-scale. Besides, after joining the WTO, the financial institutions of Taiwan must face the pressure of competitions upon the domestic financial market. The government of Taiwan falls into the situation of beset with difficulties both at home and abroad. Therefore, the government enacting "The Financial Institutions Merger Act" and "The Financial Holding Company Act" expects to consolidate financial institutions to improve performance in financial environment. In order to understand whether the establishment of financial holding companies has reached the purpose of legislation, the research is taken to evaluate the operation performance of financial holding companies from the financial point of view. Because of the differences of financial fields, the sample of this study contains 13 banks, 7 securities companies, 7 insurance companies and 3 bills finance companies. It adds up to 30 subsidiaries of 14 financial holding companies in Taiwan. Data include from 1998 1st season to 2006 1st season quartered financial data. At first, Factor analysis is applied to select the factor dimension. Then, the study uses Wilcoxon Signed Rank Test to test the operation performance of financial holding companies. The results of this empirical study are： 1. After bank subsidiaries join the financial holding companies, Net-worth Ratio, Growth Rate of Net-worth, Turnover Rate of Net-worth, Turnover Rate of Total Assets and Loan to Deposits Ratio are significantly dropping. Operating Expenses ratio is significantly growing up. 2. After securities subsidiaries join the financial holding companies, Turnover Rate of Net-worth, Turnover Rate of Fixed Assets and Growth Rate of Net-worth are significantly dropping. Operating Expenses ratio is significantly growing up. 3. After insurance subsidiaries join the financial holding companies, only Financial Leverage is significantly dropping. 4. There are no differences in financial ratios among bills finance companies joining the financial holding companies before and after. 5. There is still net profit margin of 7 bank subsidiaries and 1 bills finance company significantly growing up. In sum, the empirical results are found that the whole financial institutions joining the financial holding companies still don't get up to the purpose of performance improvement. However, some of the subsidiaries still earn profits.

目前，許多跨國企業為了避免被課予重稅，紛紛於免稅天堂設立紙上公司，以使利潤留在較低稅率之國家，以節省稅賦。各國稅務機關對於此一問題，紛紛規定移轉訂價準則，以規範該稅收管轄權區域內之企業，以避免企業從事不合常規交易，影響稅收。 我國於93年12月28日發布營利事業所得稅不合常規移轉訂價查核準則，在在都顯示我國對於此一移轉訂價問題之重視，又金融控股公司制度已施行有三年之久，本研究擬針對金融控股公司內部，及金融控股公司與外部關係企業之移轉訂價政策進行研究。 研究結果發現國泰金控公司與外部關係企業、外部關係人之交易，分為有形資產移轉及使用、無形資產移轉及使用、資金使用，均採市價計算。合於OECD規定之可比較非受控制價格法 (CUP)及我國營利事業所得稅不合常規移轉訂價查核準則第五條規定之可比較未受控價格法。 另外，國泰金控母公司與金控子公司間之垂直交易，與金控子公司間之交易亦是採市價作計算。有關國泰金控內部跨售之行為，則是採取給付佣金之方式。然而，此一跨售之行為，應由銀行計算出投入各項銷售之成本，再將各銷售成本納入該當之子公司損益表項下，以充份反映銷壽產險之總成本，以檢視其金控集團是否有達其成本節省之綜效。若未來國內金控集團勢布局亞太地區或是全球，則金控公司不能忽視此一移轉訂價問題，必須準備移轉訂價報告，或是與各國之稅務機關簽訂預先訂價協議，避免重覆課稅。 / Nowadays, many multinational enterprises set up paper companies in the tax heaven, then they can increase income of the paper company. Because tax heaven impose lower tax rate or nil tax rate, they can reduce tax expenses. Many countries had set up transfer pricing regulation to avoid the companies have non-arm’s length transaction. We had issued transfer pricing regulation in Dec. 28, 2004 in Taiwan, and the financial holding company law had come into force for 3 years. The research make a study of transfer pricing policy of the intra-holding company and transfer pricing policy between holding company and related parties. The results of the research are that transaction prices between Cathay Holding Company and the related parties are according with the market prices, and this fit in with the comparable uncontrolled price method. In addition, transaction prices within the intra-holding company are according with the market prices, too. The cross selling between bank and insurance company, the insurance company will give bank appropriate commission fees. But bank should calculate the cost to sell the insurance, then the insurance company can summarize the total cost of selling insurance, to see that if they had achieve the goal of synergetic benefits. If the financial holding companies had become a world-wide companies, they should pay much attention to transfer pricing issue to avoid double taxation.

abstract: There has been much debate in the world of academia over the valuation of conglomerates. This thesis proposes the use of the EVA theory in explaining fluctuations in conglomerates’ valuation, and we believe that ROIC, WACC, and ROIC-WACC are three indicators that to a certain extent explain these valuation fluctuations. Through analysis of a sample containing 23 conglomerates, this thesis finds that ROIC, WACC, and ROIC-WACC exhibit positive correlation with valuation fluctuations. In the case study on Fosun, this thesis finds that ROIC-WACC is highly correlated with Fosun’s valuation fluctuations and next with ROIC. Thus this thesis conjectures that for investment companies for which investment capital is derived largely from insurance float, such as Fosun, ROIC-WACC is a better valuation tool. / Dissertation/Thesis / Doctoral Dissertation Business Administration 2015

Background: Companies operate in a dynamic and challenging business environment with a constant battle to become and stay competitive and achieve sustainable growth. The business environment has transformed rapidly in the past decade due to major globalization and internationalization processes, which have created a demand for mapping and understanding business value and core competences. Parting from the traditional, the focus within companies and research is shifting from tangible assets to human capital, such as knowledge, as the primary competitive resource. Knowledge is a concept that is both complex and volatile. Knowledge emerges and develops through processes of each individual and also from individuals merging together into groups – making it hard to manage. Sadly, without proper management of such resources and processes, it is competitive advantage cannot be exerted. Nowadays, most companies can be identified as knowledge intensive firms, where competitive advantage is related to the ability to create and apply new knowledge through mergers and acquisitions. For about 3 decades, researchers, governments and companies have been trying to develop methods to evaluate and measure intangible assets, but there is a lack of research on how it is done in reality.                                                 Purpose: The purpose of the study is to investigate Swedish holding companies’ approach to working with intangible assets, primarily knowledge; investigating the way it is leveraged and used in the holding structure to create knowledge as a competitive resource across the entire corporation.   Method: A qualitative research is used with a sample of 10 Swedish holding companies varying in size, structure and sector in order to test a proposed integrative model formulated on theory. Purposive sampling is used for participant selection based on personal networks.   Conclusion: Firstly, we found that the majority of the Swedish holding companies do not have a method for evaluating intangible assets in general. In the event of mergers and acquisitions, on the other hand, human capital is emphasized as a main factor for decision making. From the managerial point of view, there is an elevating need for developing a systematic approach to assess human capital when acquiring new subsidiaries, primarily in order to understand the value and context of knowledge. Secondly, Swedish holding companies have internal structures and work-approaches to identify key persons within the newly acquired subsidiaries and transfer their knowledge to the mother company. Furthermore, they try to maintain and create knowledge by investing on education and leadership, but in general, knowledge management is done subconsciously. Therefore, the general finding of this research is that the concept of knowledge management is in the beginning of its lifetime and there is a clear need to put more managerial emphasis on restructuring processes.

This study is concerned with the significance of the Public Utility Holding Company Act of 1935 on the public utility holding companies which were operating in Texas in 1935.

The South African government announced in 2008 that it intends to promote South Africa as a suitable company headquarter jurisdiction for investment in Africa in general and the sub-Sahara region in particular. The 2010 Taxation Laws Amendment Bill introduced a number of tax changes to lure headquarter companies to South Africa. The new South African headquarter company regime attempts to attract foreign direct investment through these changes. The government plans to make South Africa a gateway for African investments. In order to achieve this goal the regulatory, economic and legal frameworks need to be suitable for international investment. This study analyses the tax characteristics of an ideal holding company regime and investigate the importance that is placed on tax considerations compared to non-tax considerations by companies when faced with investment decision making and whether tax is a primary driver of such decisions. A single source ethnographic case study is used to analyse the process followed by an organisation, and the considerations used by the key decision makers within this organisation, for setting up a holding company in South Africa to drive an investment and business expansion. The case study consists of an investigation into the process followed, the strategy formulated and the structuring of the business for making the investment in selected African countries. It further investigates where the ultimate holding company will be located as a headquarter company for all further Africa business expansion. It was found that the tax considerations are mainly a favourable capital gains tax regime, low income taxes, no or low tax on dividends, a favourable tax treaty network, the absence of controlled foreign company legislation and a liberal thin capitalisation and transfer pricing regime. Non-tax factors also play a significant role in decision making when considering the investment destination. These factors include: economic and political stability; adequate physical, business, accounting and legal infrastructure; the absence (or limited presence) of bureaucratic obstacles; adequate communication channels; the ability to repatriate profits freely; an effective banking system; and the availability of an adequate dispute resolution mechanism. There is a definite distinction between tax specific strategies where enterprises are set up to take advantage of tax incentives provided by certain jurisdictions and where an investment decision is taken and aligned with business decisions to align these strategies to take advantage of a favourable tax regime Jurisdictions that only concentrate on tax incentives will find it difficult to attract foreign direct investment. Decision makers that are held responsible for investors’ capital will take tax as well as non-tax aspects into account when deciding to invest in a country and to set up holding company in that jurisdictions. It is therefore important for a jurisdiction to provide an environment that is conducive to do business in order to attract foreign direct investment. / Dissertation (MCom)--University of Pretoria, 2013. / lmchunu2014 / Taxation / unrestricted