Over the last two decades, US corporate governance has witnessed a significant increase in the incidence and influence of shareholder activism. Shareholder activism, however, has been found to be inconsistent with US corporate governance which is framed within director primacy theory. In this theory, the board is able to carry out a unique combination of managerial and monitoring roles effectively, and shareholders are only capital providers to companies. Shareholder activism is normatively found inimical to effective and efficient decision-making, i.e. the board's authority, and to the long-term interests of public companies. The increasing willingness of institutional shareholders to participate into the decision-making processes of their portfolio companies is at odds with US corporate governance. Therefore, the aim of this thesis is to examine whether director primacy theory should be softened to accommodate greater shareholder activism in US corporate governance. This thesis presents an analysis of the legal rules that reflect director primacy theory. In this respect, US shareholders have traditionally had limited participatory power. The way in which the courts perceived the board's authority also stymied shareholder participation. This thesis considers not only legal and regulatory developments in the wake of the 2007-2008 financial crisis, but also the governance developments through by-law amendments which could potentially make an overall change in the balance of power between shareholders and the board. Shareholders are slowly moving to the centre of corporate governance in the US. History has shown that the board of directors often failed to prevent manager-induced corporate governance failures. This thesis argues that shareholder activism is necessary for improving the web of monitoring mechanisms and for a well-functioning director primacy model. Shareholder activism forces the board to more critical about management, which is a prerequisite for the director primacy model. Therefore, this thesis argues that shareholder activism should therefore be accommodated into US corporate governance. The proposed approach addresses accountability problems more effectively than the current director primacy model while recognising the board authority and enhances decision-making processes of public companies. In this regard, it makes several recommendations to soften the current director primacy model: establishing a level playing for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The present research also demonstrates that contemporary shareholder activism involves many complexities. It contains different types of shareholder activism, which differ by objectives, tools, and motives. It could be used for purely financial purposes or non-financial purposes or both. Furthermore, the concept of stewardship has been developed to address public interest concerns, namely short-termism in the market and pressures by activist funds through shareholder activism. In this way, this thesis develops a complete positive theory about shareholder activism rather than focussing on a specific type of activism. This complete analytical framework constitutes more reliable basis to draw normative conclusions rather than focussing on a particular type of activism.

Background: Markets in Financial Instruments Directive, MiFID, was implemented in Swedish law in 2007 and aimed to increase competition of the securities market in order to achieve efficiency and lower transaction costs and to enhance investor protection. Another aim was to increase confidence in the market. After the implementation of MiFID some doubts had been highlighted regarding its intentional effects. This evoked the authors’ interest to examine the directive’s effects and its impact on investors’ trust. Aim: To examine how various participants in the Swedish securities market experienced changes since the implementation of MiFID in 2007, and its impact on the securities market and minor investors' trust. Method: The study applied a qualitative method with a deductive approach to describe, interpret and understand the problem area. To examine what the market participants think about different events following the implementation of MiFID, semi-structured interviews were used. Furthermore, the participants were divided into three categories: investors, regulatory and investment firms, to represent the Swedish securities market. These are represented by the Aktiespararna, Finansinspektionen, Fondhandlarna and Nordea. Result & conclusions: The study indicates that some of the problems in securities market are related to minor investors' unawareness and lack of knowledge as well as critical thinking. Information overload, as introduced by MiFID, tend to generate more confusion among unprofessional investors. Furthermore, the study finds that minor investors do not have monitoring and control possibilities, yet they tend to trust in the investment firms. This trust is based upon a reliance on regulation, regulatory mechanisms, long-term relationships and past experiences, which though at a closer examination shows some flaws. As the result of this the minor investors may have an unsupportive belief that they are protected and are making the best possible investments, which continues to preserve the confidence in the market as well as the trust between investment firms and investors.

The objective of the thesis is to examine the trading behaviour and characteristics of retail and institutional traders on the Australian Stock Exchange. There are three aspects of these traders that are of particular interest to this study: (1) the information content of their trades, (2) their order placement strategies, and (3) the impact of their trading on share price volatility. Trades made on the basis of private information such as those by institutional traders are found to be associated with larger permanent price changes while trades by uninformed traders such as retail traders are found to be associated with smaller changes. In addition, institutional trades are found to have smaller total price effect compared to retail trades suggesting retail traders incur higher market impact costs. In order to profit from potentially short-lived information advantage, informed traders are expected to place more aggressive orders. The analysis of the order price aggressiveness showed institutions are more aggressive than other traders. In addition, retail traders are found to be less aware of the state of the market when placing aggressive orders. The analysis of the limit order book found significant differences between the contributions of institutional and retail traders to the depth of the limit-order book, with retail standing limit orders further from the market. This is consistent with the conjecture that uninformed traders such as retail traders have greater expected adverse selection costs. The effect of trading by retail and institutional traders on price volatility are also investigated. There is some evidence that retail traders are more active and institutional traders are proportionally less active after periods of high volatility. Also, the effect of the order activity from different trader types on volatility differs depending on the measure of order activity used.

The doctoral thesis deals with corporate culture and human resource management. The main aim of the thesis is analysis of corporate culture state and appraisal its role in human resource management in chosen enterprises. Research is divided into three parts: exploratory research, field questionnaire research and elaborate (deep) questionnaire research. In exploratory research are organizational processes in 29 small and medium enterprises (SME) evaluated with aim to human resource management (HRM) risk analysis and determination of cultural types. Results shows that SME have main barrier of its future grow in problems with process of HRM and predominate type of its culture are clan and hierarchy. Based on results of exploratory research is field research focused on analysis of the corporate culture and its role in HRM. From questionnaires in the sample of 62 enterprises and results at level of organizational practice and organizational values follows that hierarchy cultures in enterprises are the most dominated. Results show that corporate culture plays important role in HRM too. Particularly stronger cultures, enterprises with standard Investor in People (IIP) and cultures of clan type have fundamental effect on characteristics of HRM. According to results of elaborate questionnaire research of 121 respondents in specific enterprise with standardized IIP and deep analysis are changes of corporate culture proposed and used for managing and changing of corporate culture.

No description available.

Theoretical part: The characteristic of standard Investors in People, his philosofy, principles, indicators and individual phaces of implementation. Practical part: Analysis of the Investors in People programm's contribution in companies, whitch have the IIP Certification, implementation of individual phaces and an analysis of the level of principles and indicators IIP of the chosen company, results of recomendations and sugestions to companies, whitch decided to implement this standard.

Drawing on recent discussions of relational embeddedness and socio-technical agencement, this thesis analyses the relationship between stock trading and lay investors’ daily lives, including their social relations, activities, events, devices, places, work and ways of thinking. Taiwan’s stock market provides an appropriate location for investigation because of the dominance of lay investors in the market and the high proportion of Taiwan’s adult population who engage in stock trading. The data were obtained from three main sets of sources: in-depth interviews, document analysis and ethnographic observation. I argue that lay market actors are not only framed by the market’s mechanisms, but also by daily-life structures. The Taiwan Stock Exchange, as an electronic, anonymous financial market, has been a challenge to the embeddedness approach due to the absence of direct interaction between the parties to transactions. This study presents another aspect of socio-economic relationships in the market: the role of financial-market activity in wider social interactions. Like taking part in any popular social activity, lay investors’ social ties are maintained and expended by engaging in stock trading. Social relations and stock trading are woven together and form a largely seamless whole, part of lay investors’ daily life. The socio-technical agencements of lay investors contain distinctive features: diversity, bricolage, use of non-professional ‘devices’, action in non-financial places, everyday means of controlling market risk and association with everyday events. The differences between the agencements of lay investors and professional practitioners produce an asymmetry of calculative capabilities between market actors. Superior calculative capabilities tend to give an advantage to professional practitioners in the market, but these strengths are constrained by political and economic factors. This study sheds light on micro social factors, which are comparable with economic, institutional and psychological explanations, in accounting for lay investors’ behaviours in financial markets. The analysis also suggests the compatibility of the three important social science approaches to economic agents: Granovetter’s embeddedness, Zelizer’s relational work and Callon’s agencement.

In the seven decades following the Investment Company Act of 1940 coming into force in the United States, the mutual fund industry has undergone dramatic changes including, some argue, a transition from stewardship to salesmanship with asset-gathering becoming the industry’s driving force. As fund managers incrementally assumed a more pronounced role in the investment fund industry, an emerging strand of finance literature focused on their characteristics and their potential impact on investment performance. While a large body of academic research concurs that fund managers cannot outperform systematically better than chance, there are also a significant number of studies that link the psychological characteristics of investors to their investment performance. Importantly, we know that fund managers, as a representative sample of professional investors, often have to operate under enormous anxiety and associated psychic pressures. In their effort to cope with these pressures and make sense of an immensely unpredictable and complex work environment, a wide range of psychic defences and behavioural biases may be triggered. The purpose of this research is to investigate, on the one hand, to what extent mutual fund managers are prone to overconfidence and associated behavioural biases such as self-serving attribution. On the other hand, the extent to which overconfidence, proxied by a wide range of variables including overoptimism, excessive certainty and excessive self-reference, may have any bearing on fund performance is of interest. The fundamental question is why, how, and through which mechanisms does overconfidence affect performance. The underlying research questions are motivated by three large areas of research: studies of mutual fund performance and persistence, studies of financial accounting narratives, and studies of professional investor psychology. I also explore how overconfidence is fundamentally generated and, in a sense, resorted to by fund managers as a defence mechanism against the psychic pressures of having to work in a highly intangible, complex and uncertain environment. Drawing on evidence from fund manager reports written for investors, I explain how they use the medium of narratives, and in particular stories, to make sense of what they do as fund managers and their added value for clients. I demonstrate how analysing fund manager commentaries, both through computer-assisted corpus-linguistic approaches and through the “close reading” method, sheds light on the link between fund manager psychology and investment performance. In particular, from the perspective of narrative analysis, I explain how fund managers write their reports in distinguishably different genres depending, among others, on their past performance record, fund size and investment style. In addition, I establish in a longitudinal study that the overall economic environment in which fund managers operate does influence the rhetoric of fund manager reports as well as the evidence for the Pollyanna hypothesis. My findings also suggest that excessive overconfidence is associated, to a large extent, with diminished future investment returns. While superior past returns are expected to increase fund manager confidence which, in turn, may introduce the overconfidence bias in the investment decision-making process and thus diminish returns (through inefficient stock selection, suboptimal market timing and other possible mechanisms), this is not a simple regression towards the mean. The asset pricing model employed in my empirical analysis, the Carhart four-factor model, controls for the effect of previous-year momentum, and my overconfidence measures are only slightly correlated with the momentum figures. Hence, one is led to the conclusion that the narrative-based variables used in this study indeed capture some aspect of the professional investor psychology, and are capable of enhancing the explanatory power of conventional asset-pricing models such as Carhart’s. In investigating the dynamic relationship between fund manager overconfidence and investment performance, the cross-sectional variations in my study demonstrate that superior past performance boosts overconfidence as measured by all proxies employed. In addition, there appears to be an inverted-U relationship between overconfidence and subsequent investment performance. In particular, a hedging strategy based on shorting funds with extremely overconfident managers and going long in funds with normally (over)confident managers, yields positive average returns. The impact of overconfidence on subsequent returns is robust across different investment styles, although it is stronger among growth-oriented funds. Incorporating average scores for fund manager overconfidence over longer periods yields similar results. In addition, fund manager duration appears to correlate with managerial overconfidence in the long term.

This thesis analyses several aspects of institutional investor influence in the corporate governance of UK firms. Chapter 1 introduces the thesis, and Chapter 2 provides a literature survey. The main original empirical research findings are presented in Chapters 3 to 5.Chapter 3 explores the key firm characteristics related to institutional investors. We show that institutional shareholdings, particularly those institutions with a large shareholding, are positively related to the proportion of outside directors on the board; with stock returns and with volatility. Institutional shareholdings are negatively related to the shareholdings of inside directors and firm size. Interestingly institutional shareholdings are positively related to CEO age but negatively related to the number of CEO’s years in office. This seems contradictory but it is consistent with institutional investors wanting experienced CEOs but not those individuals who have become entrenched. None of the measures proxying for the Cadbury recommendations for board structure, such as number or proportion of non-executive directors, CEO duality, or outside chair, has a significant relationship with institutional shareholdings. Chapter 4 analyses the relationship between institutional shareholdings and CEO cash-based remuneration. Uniquely to this field of research we also consider the different elements of remuneration separately to account for the timing differences relating to their award and performance criteria. First, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, does significantly reduce the magnitudes of salary and bonuses but they do not reduce the magnitude of benefits. However, the presence of an institutional investor, regardless of the size of their shareholding, has no relationship with the magnitude of any of the remuneration variables. Second, we find that institutional shareholdings significantly increases the positive relationship between bonus remuneration and firm performance, but that they do not have such a noticeable effect on the relationship between salary and benefits and firm performance. Third, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, reduces the rates of increase in salary, benefits and bonuses. Fourth, we find that the past practice of modelling salary and bonuses together can produce misleading results. We suggest that salary and bonuses should be modelled separately because they are payments for different reasons and relate to different periods of firm performance. Chapter 5 explores the influence that institutional investors have over CEO turnover. We show that the likelihood of a CEO being forced from office is negative and significantly related to firm performance and positive and significantly related to the presence of a large institutional shareholding or high concentration of institutional shareholdings. The findings in this thesis are robust to variations in research design. The conclusions are that the internal control mechanisms do work, that institutional investors are not the ‘passive’ investors often portrayed by some practitioners and early academic research and that institutional investors go to some lengths to ensure that their investee firms are properly governed.

Malgré une impressionnante revue de la littérature consacrée au rôle de l’information pendant le processus de décision d’investissement en capital-risque, l’échange informationnel au sein des syndications et des réseaux des investisseurs n’était pas suffisamment abordé.Pour cette raison, nous avons dirigé notre recherche, dans un premier temps, vers l’exploration des données existantes sur notre thématique de recherche qui est l’industrie du capital-risque, et plus particulièrement les données traitant les problématiques de l’échange informationnel dans ce domaine. Dans un deuxième temps, l’objectif est d’éclaircir le rôle des réseaux et des syndications dans la limitation de l’ampleur de l’incertain au sein de l’industrie du capital-risque. En effet, l’analyse de la littérature existante sur le capital-risque nous permet de constater l’importance des réseaux des investisseurs et les syndications comme un vecteur d’échange informationnel au sein de cette industrie. Cependant, rares sont les études qui prennent en considération cette dimension au cours de la décision du financement. L’investissement capital-risque présume une évaluation de l’incertain dans un contexte d’asymétrie informationnel. La décision d’investissement s’appuie sur des informations du type formel et informel (Ferrary ; 2004). La relation contractuelle se transforme, en permettant la création des liens sociaux entre les investisseurs et les entrepreneurs, à un cadre formel d’un échange informationnel informel. Un autre échange informationnel entre les investisseurs, s’établit au sein des syndications qui se transforment à un lieu légal d’échange informel, réciproque et différé des informations.D’où l’appellation de notre travail : « L’échange informationnel : un outil de prise de décision au sein de l’industrie du capital-risque ; mise en évidence du rôle des réseaux des investisseurs et des syndications ».Et d’où la problématique suivante : « Quel est le rôle de l’échange informationnel au sein de l’industrie du capital-risque ? ».Apres avoir positionné notre problématique dans le contexte managérial approprie et la définition des concepts utilises dans l’étude (partie 1, chapitre 1), nous procédons ensuite à une tentative d’identification des besoins informationnels à l’intérieur de l’industrie du capital-risque en faisant appel à la littérature au deuxième chapitre au cours duquel nous émettons l’hypothèse suivante : les réseaux d’investisseurs et les syndications jouent un rôle très important dans le processus informationnel. Ces deux vecteurs d’échange informationnel influencent le processus de décision au sein de l’industrie du capital-risque (Partie 1, chapitre 2). / Despite an impressive review of the literature on the role of information during the process of investment decision in venture capital, informational exchange within networks and syndicated investors were not sufficiently addressed.For this reason, we conducted our research; a first step towards the exploration of existing data on our research topic is the venture capital industry, and more specifically data processing issues of informational exchange in this area.In a second step, the goal is to clarify the role of networks and syndicates in limiting the extent of uncertainty in the venture capital industry. Indeed, the analysis of the existing literature on venture capital, we can see the importance of networks of investors and syndications as a vector of informational exchange within the industry. However, there are few studies that take into account this dimension in the funding decision. The venture capital investment assumes an assessment of uncertainty in the context of informational asymmetry. The investment decision is based on information from both formal and informal (Ferrary, 2004). The contractual relationship is transformed, allowing the creation of social ties between investors and entrepreneurs, a formal framework for informal informational exchange. Another informational exchange between investors, stood in the syndications that convert to a legal place for informal exchange, reciprocal and delayed information.Hence the name of our work: "The informational exchange: a tool for decision making in the venture capital industry, highlighting the role of networks of investors and syndications."And where the following problem: "What is the role of informational exchange within the venture capital industry? ".After having set our problem in the managerial context and appropriate definition of the concepts used in the study (Part 1, Chapter 1), we then proceed to attempt to identify information needs within the venture capital industry venture involving literature in the second chapter, in which we put forward the following hypothesis: the networks of investors and syndications play a very important role in the information process. These two vectors informational exchange influence the decision-making process within the venture capital industry (Part 1, Chapter 2).