This dissertation consists of three essays. In the first essay, we attempt to answer the following three questions about the new capital raised in IPOs: Why do some IPO companies raise a lot of new capital while some others don’t? Where do the IPO companies use the new capital they raise in IPOs? How does the use of new capital affect the operating performance of IPO companies? We find that companies with higher R&D spending, higher capital expenditure, lower working capital and more long term debt tend to raise more capital in IPOs. These firms also spend more on R&D and capital expenditure. The more new capital firms raise in IPOs, the lower sales growth rate they have. However, firms spending a higher proportion of new capital on R&D seem to have higher sales growth rate. In the second essay, we examine the relation between IPO valuation and offering size. Using a sample of 3,885 IPOs from the US, we find that IPO firms with larger offering size have lower valuation. Both primary share offering and secondary share offering are negatively related to IPO firm valuation. The valuation measures are positively related to the levels of capital expenditure and R&D before IPO, lending support to explanations based on Jensen (1986)’s free cash flow hypothesis. We also find evidence consistent with negative signals from larger secondary share offering size. Results of tests about long run IPO stock performance do not support the hypothesis that IPO stock demand curve is downward sloping. In the third essay, we examine how analysts react to IPO offering size. We find that analysts predict lower long-term growth rates for IPOs with larger offering size. The sizes of both primary and secondary offering are negatively related to long-term growth rate forecasts. We find evidence that the free cash flow effect may be related to the negative relation between primary offering size and growth forecast.

The New Capital Accord (henceforth, Basel II), is expected to impose dramatic changes on banks and other providers of corporate financing, as well as companies. Literature indicates that small and medium sized enterprises (henceforth SMEs), in general, and in particular German SMEs seem to be affected: Germany has the highest SME density with SMEs comprising 99.6% of all corporations (IMF, 2008), these SMEs are highly dependent on banks for financing (see Jacobson et al, 2006). However, there is huge controversy in the literature concerning how these changes will look, right before Basel II came into effect in the years 2007 / 2008 in the European Union. In order to explore this effect from a Post-Basel II perspective, the objective of this research project is to establish what effect Basel II will have on corporate financing of SMEs in Germany. The high impact on SMEs (in Germany), combined with controversial evidence from extant Pre-Basel II research, indicates a high relevance to academics and practitioners for this thesis. This thesis is probably the first from a Post-Basel II perspective which covers both the SMEs' as well as the financiers' perspective. Based on a structured literature review using the comparative method (Peters, 1998) 'Most Different Systems' evidence is provided that there is no consistent picture regarding the effect of Basel II. Therefore, further research is needed to determine whether the effect in Germany is consistent, from a Post-Basel II perspective, with regards to the conditions which trigger certain mechanisms, from a 'scientific realism' (Smith, 1998) perspective, because the literature indicates that 'positivist generalising' has limited validity. Building on Creswell (2003), an 'exploratory sequential' design was created to test three initial hypotheses (as confirmation or refutation of a theory, see Gujarati, 2003:8): a multi-method design is best suited to the author's philosophical stance of 'scientific realism' by means of triangulation (Robson, 2002:174). The result of the initial quantitative phase is based on the analysis of questionnaire data from 125 SMEs and financiers (banks, private equity companies, family offices, providers of alternative means of financing) derived from a probabilistic sample frame in the fourth quarter of 2008. Mathematical models for SMEs and financiers regarding the three initial hypotheses were set-up and tested using the appropriate statistical tests. In order to limit bias by means of a spill-over effect from the financial crises, control questions were used. The subsequent qualitative phase by means of semistructured elite interviews (Saunders et al, 2007:312) between March and May 2009 enabled a valid triangulation and provided in-depth insights into how SMEs can cope best with Basel II. The purposive sample, of 17 'important cases', included company owners and top-level financier executives. In a conclusive quantitative and qualitative synopsis, the three initial hypotheses were acknowledged. However, the qualitative in-depth analysis by means of 'causal networks' (Miles and Huberman, 1994) led to an amendment of the hypotheses as follows: 1. Corporate finance has become different for SMEs because the 'house bank principle' has changed to a 'core bank principle' due to Basel II. Shopping around regarding credits will be more difficult which makes financing more difficult. This could be overcompensated by major SMEs, by using non-credit corporate financing which leads to a reduction of the 'house bank' principle. 2. SMEs can cope best with the effect when they: a) proactively engage in rating and improve the parameters, or b) they adjust their strategy as stated in hypothesis 3. 3. Financiers (especially non-bank financiers) will engage in SME corporate finance when they have a sound financial basis / management and when they adjust their strategy in terms of growth with the aim of niche market leadership and when they open up for exit strategies.

In conducting this study I want to give more clarity about the New Companies Act and how it compares to the Current Companies Act. According to the study and the results, the New Companies Act gives more protection to, specifically the shareholders and the creditors. The New Companies Act is much wider in some instances and gives more clarity. On the other hand the are still a lot of aspects that needs to be addressed. In this study I took a look at Sections 38, 226 and 85 of the Current Companies Act and then I compared it to Sections 44, 45, and 48 of the New Companies Act. With all the changes that have been brought to the New Companies Act it now, puts South African Law in line with the International standards of Company Law. Copyright / Dissertation (LLM)--University of Pretoria, 2010. / Mercantile Law / unrestricted

The New Capital Accord (henceforth, Basel II), is expected to impose dramatic changes on banks and other providers of corporate financing, as well as companies. Literature indicates that small and medium sized enterprises (henceforth SMEs), in general, and in particular German SMEs seem to be affected: Germany has the highest SME density with SMEs comprising 99.6% of all corporations (IMF, 2008), these SMEs are highly dependent on banks for financing (see Jacobson et al, 2006). However, there is huge controversy in the literature concerning how these changes will look, right before Basel II came into effect in the years 2007 / 2008 in the European Union. In order to explore this effect from a Post-Basel II perspective, the objective of this research project is to establish what effect Basel II will have on corporate financing of SMEs in Germany. The high impact on SMEs (in Germany), combined with controversial evidence from extant Pre-Basel II research, indicates a high relevance to academics and practitioners for this thesis. This thesis is probably the first from a Post-Basel II perspective which covers both the SMEs' as well as the financiers' perspective. Based on a structured literature review using the comparative method (Peters, 1998) 'Most Different Systems' evidence is provided that there is no consistent picture regarding the effect of Basel II. Therefore, further research is needed to determine whether the effect in Germany is consistent, from a Post-Basel II perspective, with regards to the conditions which trigger certain mechanisms, from a 'scientific realism' (Smith, 1998) perspective, because the literature indicates that 'positivist generalising' has limited validity. Building on Creswell (2003), an 'exploratory sequential' design was created to test three initial hypotheses (as confirmation or refutation of a theory, see Gujarati, 2003:8): a multi-method design is best suited to the author's philosophical stance of 'scientific realism' by means of triangulation (Robson, 2002:174). The result of the initial quantitative phase is based on the analysis of questionnaire data from 125 SMEs and financiers (banks, private equity companies, family offices, providers of alternative means of financing) derived from a probabilistic sample frame in the fourth quarter of 2008. Mathematical models for SMEs and financiers regarding the three initial hypotheses were set-up and tested using the appropriate statistical tests. In order to limit bias by means of a spill-over effect from the financial crises, control questions were used. The subsequent qualitative phase by means of semistructured elite interviews (Saunders et al, 2007:312) between March and May 2009 enabled a valid triangulation and provided in-depth insights into how SMEs can cope best with Basel II. The purposive sample, of 17 'important cases', included company owners and top-level financier executives. In a conclusive quantitative and qualitative synopsis, the three initial hypotheses were acknowledged. However, the qualitative in-depth analysis by means of 'causal networks' (Miles and Huberman, 1994) led to an amendment of the hypotheses as follows: 1. Corporate finance has become different for SMEs because the 'house bank principle' has changed to a 'core bank principle' due to Basel II. Shopping around regarding credits will be more difficult which makes financing more difficult. This could be overcompensated by major SMEs, by using non-credit corporate financing which leads to a reduction of the 'house bank' principle. 2. SMEs can cope best with the effect when they: a) proactively engage in rating and improve the parameters, or b) they adjust their strategy as stated in hypothesis 3. 3. Financiers (especially non-bank financiers) will engage in SME corporate finance when they have a sound financial basis / management and when they adjust their strategy in terms of growth with the aim of niche market leadership and when they open up for exit strategies.