Mercados financeiros e finanças corporativas / Submitted by Cristiane Shirayama (cristiane.shirayama@fgv.br) on 2011-05-21T20:09:53Z No. of bitstreams: 1 61080100021.pdf: 1579434 bytes, checksum: 48ff2e28230b8ab64ed6919d82c68a84 (MD5) / Approved for entry into archive by Gisele Isaura Hannickel(gisele.hannickel@fgv.br) on 2011-05-23T11:37:23Z (GMT) No. of bitstreams: 1 61080100021.pdf: 1579434 bytes, checksum: 48ff2e28230b8ab64ed6919d82c68a84 (MD5) / Approved for entry into archive by Gisele Isaura Hannickel(gisele.hannickel@fgv.br) on 2011-05-23T11:39:50Z (GMT) No. of bitstreams: 1 61080100021.pdf: 1579434 bytes, checksum: 48ff2e28230b8ab64ed6919d82c68a84 (MD5) / Made available in DSpace on 2011-05-23T12:18:05Z (GMT). No. of bitstreams: 1 61080100021.pdf: 1579434 bytes, checksum: 48ff2e28230b8ab64ed6919d82c68a84 (MD5) Previous issue date: 2010-03-15 / This study investigates the dynamics of earnings management of Brazilian companies previously to their going private operations in the period of 1999 from 2009. Three main issues are investigated: the type of operation (LBO or Acquisition), the periods in which occur significant manipulation and the legislation change in 2001, which main goal was to cohibit the abusive rebuying of shares by the companies that wanted to go private prior to the going-private operation. The sample is composed of 132 companies that went private from 1999 to 2009 and the data were quarterly collected ranging five years. We found evidence that the sample firms manipulated their earnings approximately two years before going private. Also, some results show that there are differences in the direction of earnings management depending on the type of public-to-private operation: LBOs firms tended to manage their earnings up, as well as the companies that were acquired by their controlling firms, while the other acquisitions showed signs of downward manipulations. Finally, we found evidence that the legislation change in 2001 not only might have changed the pattern of firm´s manipulation but has also increased earnings management right after its effective date. / Esse trabalho investiga a dinâmica da manipulação de resultados de empresas brasileiras que fecharam o capital no período de 1999 a 2009. Dentre os fatores investigados estão o tipo de fechamento (OPA, aquisição, aquisição por controladoras), o período de manipulação e a mudança que a Lei nº 10.303/2001 (cujo objetivo era coibir o fechamento branco de capital) teria sobre o gerenciamento. A amostra utilizada é composta de 132 empresas que realizaram o fechamento no período citado, sendo o ciclo de dados coletado para cada empresa de vinte trimestres. Foram achados indícios de que essas empresas manipularam seus ganhos aproximadamente dois anos antes de seu fechamento. Além disso, foram encontradas evidências de diferença de direção de manipulação para os tipos de fechamento: empresas cujos fechamentos ocorreram através de OPA, assim como as que sofreram aquisição por suas controladoras, tenderiam a manipular seus ganhos para baixo, enquanto que as demais aquisições se caracterizariam por terem seus resultados adulterados para cima. Por fim, foram achados indícios de que a Lei nº 10.303/2001 tenha alterado o comportamento de manipulação contábil das empresas e de que houve um aumento de manipulação logo em seguida à sua vigência.

Ferroelectric materials are very promising for a variety of applications such as high-permittivity capacitors, ferroelectric memories, pyroelctric sensors, piezoelectric and electrostrictive transducers and electro-optic devices, etc. In the area of ferroelectric ceramics, lead-based compounds, which include lead zirconatetitanate (PZT) solid solutions, occupy an important place because of their superior physical properties. However, due to the toxicity of lead, there is an increasing concern over recycling and disposing of the devices made out of these compounds, which has compelled the researchers around the globe to search for lead-free compounds with promising piezo and ferroelectric properties. Ferroelectric materials that belong to Aurivillius family of oxides have become increasingly important from the perspective of industrial applications because of their high Curie-temperatures, high resistivity, superior polarization fatigue resistanceand stable piezoelectric properties at high temperatures. These bismuth layer-structured ferroelectrics (BLSF) comprise an intergrowth of [Bi2O2]2+ layers and [An+1Bn O3n+1]2- pseudo-perovskite units, where ‘n’ represents the number of perovskite-like layers stacked along the c-axis. ‘A’ stands for a mono-, di- or trivalent ions or a combination of them, ‘B’ represents a small ion with high valencysuch as Ti4+, Nb5+, Ta5+or a combination of them.Ferroelectricity in the orthorhombic phase of these compounds was generally attributed to the cationic displacement along the polar a-axis and the tilting of octahedra around the a- and c-axes. Sr2Bi4Ti5O18(SBT) is ann = 5 member of the Aurivillius family and possess promising ferroelectric and piezoelectric properties that could be exploited for a wide range of applications, including ferroelectric random access memories (FeRAM), piezoelectric actuators, transducers and transformers. Reports in the literaturereveal that the ferroelectricand piezoelectric properties of these oxides can be tuned depending on synthesis routes vis-a-vis micro-structural aspects (texture, grain size) and site specific dopant substitutions.In the present study, textured SBT ceramics were fabricated using pre-reacted precursors and their anisotropic dielectric, piezoelectric and ferroelectric properties were demonstrated. Grain size tunability with regard to their physical properties was accomplished in the ceramics, fabricated using fine powders obtained from citrate assisted sol-gel synthesis. The grain size dependent second harmonic generation activity of SBT ceramics was investigated. Enhancement in the piezoelectric and ferroelectric properties of SBT ceramics was achieved by substituting A site ions (Sr2+) with a combination of Na+ and Bi3+. From the perspective of non-linear optical device applications, physical properties associated with the SBT crystallized in a transparent lithium borate glass matrix were studied. The results obtained in the present investigations are organized as follows, Chapter 1 gives a brief exposure to the field of ferroelectrics. The emphasis has been on the ferroelectric oxides belonging to the Aurivillius family. Structural aspects and the underlying phenomena associated with ferroelectricity in these compounds are discussed. A brief introduction to the glasses, thermodynamic aspects of glass formation and fabrication of glass- ceramics are included. Basic principles involved in the non-linear optical activities are highlighted. Chapter 2 describes the various experimental techniques that were employed to synthesize and characterize the materials under investigation. The experimental details pertaining to the measurement of various physical properties are included. Chapter 3 deals with the fabrication of Sr2Bi4Ti5O18 ceramics using the pre-reacted Bi4Ti3O12 and SrTiO3 powders viasolid-state reaction route. These in stoichiometric ratio were uniaxially pressed and sintered at 1130oC for 3 h resulting in textured Sr2Bi4Ti5O18 ceramics. The obtained dense ceramics exhibited crystallographic anisotropy with prominent c-axis oriented grains (Lotgering factor of 0.62) parallel to the uniaxially pressed direction. The resultant anisotropy in the ceramics was attributed to the reactive template-like behavior of Bi4Ti3O12 that was used as a precursor to fabricate Sr2Bi4Ti5O18 ceramics. Dielectric, ferro and piezoelectric properties measured on the ceramics in the direction perpendicular to the uniaxially pressed axis were found to be superior to that measured in the parallel direction. Chapter 4 reports the details pertaining to the synthesis of strontium bismuth titanate (Sr2Bi4Ti5O18) powders comprising crystallites of average sizes in the range of 94–1400 nm via citrate-assisted sol-gel route. X-ray powder diffraction, Transmission Electron Microscopy (TEM) and Raman spectroscopy were employed for the structural studies. A crystallite size-dependent variation in the lattice parameters and the shift in the Raman vibration modes were observed. Second harmonic signal (532 nm) intensity of the Sr2Bi4Ti5O18 powders increased with the increase in the average crystallite size and the maximum intensity obtained in the reflection mode was 1.4 times as high as that of the powdered KH2PO4. Piezo force microscopic analyses carried out on an isolated crystallite of size 74 nm, established its single domain nature with the coercive field as high as 347 kV/cm. There was a systematic increase in the d33 value with an increase in the size of the crystallite and a high piezoelectric coefficient of ~27 pm/V was obtained from an isolated crystallite of size 480 nm. Chapter 5 illustrates the details concerning the fabrication of Sr2Bi4Ti5O18(SBT) ceramics with different grain sizes (93 nm–1.42 μm) using nano-crystalline powders synthesized via citrate assisted sol-gel method. The grain growth in these powder compacts was found to be controlled via the grain boundary curvature mechanism, associated with anactivation energy of 181.9 kJ/mol. Interestingly with a decrease in grain size there was an increase in the structural distortion which resulted in a shift of Curie-temperature (phase transition) towards higher temperatures than that of conventional bulk ceramics. Extended Landau phenomenological theory for the ferroelectric particles was invoked to explain experimentally observed size dependent phase transition temperature and the critical size for SBT is predicted to be 11.3 nm. Grain size dependent dielectric, ferroelectric and piezoelectric properties of the SBT ceramics were studied and the samples comprising average grain size of 645 nm exhibited superior physical properties that include remnant polarization (2Pr) = 16.4 μC cm-2, coercive field (Ec) = 38 kV cm-1, piezoelectric coefficient (d33) = 22 pC N-1 and planar electromechanical coupling coefficient (kp) = 14.8 %. In Chapter 6, the studies pertaining to the fabrication of Sr(2-x)(Na0.5Bi0.5)xBi4Ti5O18 (SNBT) ceramics for various x values (0, 0.1, 0.25, 0.3, 0.4 and 0.5), using fine powders synthesized via sol-gel route are dealt with. X-ray powder diffraction, transmission electron microscopy and Raman spectroscopic studies were carried out to confirm composition dependent structural changes taking place in the SNBT ceramics. Scanning electron microscopic studies carried out on ceramics revealed that dopants played an important role in inhibiting the grain growth. Dielectric constants of the ceramics were found to decrease with an increase in ‘x’. The increase in Curie temperature with increase in ‘x’ is attributed to the decrease in the tolerance factor. Particularly,x = 0.3 composition of the SNBT ceramics exhibited better piezo and ferroelectric properties with a higher Curie-temperature (569 K). The piezoelectric coefficient (d33) and the planar electromechanical coupling coefficient (kp) of SNBT(x = 0.3) were enhanced by 25% and 42% respectively as compared to that of the undoped ceramics. Chapter 7 deals with the glasses in the system (100 –x) {Li2O + 2B2O3} ─x {2SrO + 2Bi2O3 +5TiO2} (where, x = 10, 25 and 35) fabricated via conventional melt-quenching technique. The amorphous and glassy characteristics of the samples were confirmed respectively using X-ray diffraction (XRD) and differential scanning calorimetric (DSC) methods. All the compositions under investigation exhibited two distinct crystallization peaks (exothermic peaks in the DSC traces): the first peak at ~ 545 °C and the second at ~610 °C that were found to be associated with the crystallization of the phases (as confirmed from the XRD studies) Sr2Bi4Ti5O18 (SBT)and Li2B4O7 (LBO) respectively. Non-isothermal crystallization kinetics (using modified Ozawa-type plots) for SBT crystallization in the LBO glass matrix for the compositions x = 10 and 35, indicated three dimensional growth of the crystallites from pre-existing nuclei present in the as-quenched samples and their effective activation energies for crystallization were found to be around 686 ± 85 kJ/mol and 365 ± 53 kJ/mol, respectively. The optical band gap of the as-quenched glasses for the composition x = 35 was 2.52 eV, is less than that of the composition x = 10 (2.91 eV). The Urbach energies for the as-quenched glasses of compositions x = 10, 25 and 35 were found to be 118 ± 2 meV, 119 ± 2 meV and 192 ± 1 meV respectively.The glasses associated with the composition x = 35, on controlled heat-treatment at 515 °C for various durations (1―20 h), yielded glass-ceramics comprising SBT nano-crystals (18―28 nm) embedded in the LBO glass matrix. Compressive strain in the nano-crystallites of SBT, analyzed using Williamson-Hall method was found to decrease with an increase in the crystallite size. The second harmonic generation signal (532 nm) intensity emanating from glass-nanocrystal composites comprising 22.1 nm SBT crystallites was nearly 0.3 times that of a KDP single crystal. Although each chapter is provided with conclusions and a list of references, thesis ends with a separate summary and conclusions.

企業併購法施行將近七年之際，其第四章「租稅措施」共有十條條文，在修法後的解釋適用上卻仍顯困難重重，導致我國企業併購的稅務爭議一直呈現眾說紛紜且矛盾不止的景象。以企業併購為主題的學術論文或坊間書籍，多淪為人云亦云的稅法摘要，未能深入討論併購案中參與之各企業的租稅待遇及對併購公司股東稅負的影響，另外更缺乏國內併購稅務實例的分析介紹，以探求租稅措施各條文之實用性。 基於澄清問題本質，本論文嘗試選取該法第34、38、39、40、41條文，分別從法律形式、文義內容、立法理由、歷史解釋、合憲目的、會計觀點等不同角度分析『租稅減免』、『盈虧互抵』、『免徵營所稅』、『連結稅制』及『跨國併購』等制度細節，並同時討論涉及併購其他稅法的交錯適用，以發掘真正實際困擾所在。研究發現由於我國稅務法規簡陋且錯誤層出不窮，加上行政機關為個案課稅持續發布多種「鋸箭式」的解釋函令，導致租稅制度上之嚴重矛盾，有待修法以重建稅法體系。 雖財政部97/10/17台財稅字第09704552910號函成為企併稅制的里程碑，某些疑慮將蓋棺論定，但離徹底釐清租稅疑慮仍有一大段距離，容易造成無辜企業誤觸（稅法）法網的困擾，反過來熟稔法條之併購公司卻可巧妙運用稅法漏洞，謀求本身最大租稅利益，故本論文以美商案、遠紡案、外銀案及億豐案等國內實例，分別探討重要租稅議題：外國公司在台新設分割能否適用租稅措施？本國公司以土地進行分割應否記存土增稅？外國金控購併本國銀行時如何善用不同交易架構使整體稅負極小化？兩階段購併的不同稅負可否逼迫小股東參與應賣？最後提出建言以期待我國能大步邁向租稅法治國的境界。