Self-Dealing within a Joint-Stock Company and a Limited Liability Company Martin Pástor The main aim of this thesis is to analyze the regulation of self-dealing in Czech law with a brief regard to theoretical fundamentals that influence the legal approach to such regulation and further to compare it with Slovak regulation of self-dealing and the future regulation of self-dealing after the recodification of private law in the Czech Republic. The regulation of self-dealing is provided for in section 196a of the Commercial Code. This highly controversial provision causes many interpretation difficulties and strongly influences the legal certainty of entrepreneurs and non- entrepreneurs in the Czech Republic. As I mention in the introduction of this thesis, the legislator incorporated this provision into the Commercial Code due to negative experience of Czech society with so-called tunneling after the change of regime to capitalistic and with an intent to regulate transactions with conflicts of interests, in particular transactions carried out between a corporation and related persons. The second chapter briefly describes the agency problems, meaning the conflicts arising among particular persons involved in a corporation, problems of which are the theoretical foundation of self-dealing regulations....

As a social endeavour, the practice of nursing is expected to minimise risk of harm to patients. In reality, the risk of breaching or failing to meet a standard of practice, with resultant harm to patients is ever present. Such variations to the expected standard may result in harm to the patient and be viewed as unprofessional conduct within the legislative context. The phenomenon of unprofessional conduct can have significant and sometimes dire outcomes for patients and nurses and provides challenges to understand antecedents to its occurrence and the impact on the nurse. From this realisation, the significance of this study is twofold. Firstly, the literature revealed that an allegation of unprofessional conduct and the associated experience of being reported to a regulatory authority can have significant psycho-social and professional impact on the nurse. Secondly, the phenomenon has received little formal analysis. The purpose of this grounded theory study was to explore the phenomenon of alleged unprofessional conduct, and to develop a theory that provided understanding of the phenomenon and a framework for action. Data was obtained from in-depth interviews of a specialised sample of 21 nurses in any state or territory of Australia who had been the subject of notification by a nursing regulatory authority of alleged unprofessional conduct. Data analysis occurred simultaneously using the constant comparative method. This resulted in the generation of a substantive theory, explaining how nurses dealt with an allegation of unprofessional conduct. This study found that nurses experienced varying degrees and combinations of personal and professional vulnerability. This put them at risk of either making an error, breaching a practice standard, and/or at risk of being reported to a nurse regulatory authority for an allegation of unprofessional conduct. The core social process, a transformation of the personal and professional self is a process that the nurse both 'engages in' and 'goes through', in response to the social problem, being reported to a nurse regulatory authority for alleged unprofessional conduct, and its aftermath. The social process is made up of two categories: loss of the assumptive world: the experience of deconstruction and relearning the world. Loss of the assumptive world is comprised of being confronted, deconstruction of the personal self and deconstruction of the professional self. The category Relearning the world: the experience of reconstruction is constructed of the sub-categories, preserving the self: minimising the unravelling; reconstructing the personal self; reconstructing the professional self; and living within the world. Consequences of the category relearning the world are dynamic and influenced by a number of factors. The ability to transact the deconstructed self and move through the reconstructive processes and experience can be viewed in the following states, stymied, evolving or transacted. The personal and professional transformation of the individual nurse is influenced by the degree of deconstruction initially experienced, the interplay with the influencing factors internal and external support processes; resilience; time; and the constant of vulnerability. The findings of this study have implications for clinical, management, education and research practices in nursing. It also exposes problems with the use of nurse regulatory authorities as a punitive strategy for nurses who err. The uncovering of this substantive theory articulates a process whereby nurses are transformed personally and professionally in response to a traumatic or challenging life event. This substantive theory has value in providing a decision making framework for managing breaches of nursing standards, as a learning tool to identifying and managing risk in nursing and providing a framework for self and external support to nurses who may find themselves in this situation.

This dissertation investigates the pricing and the market reaction to the announcement of private placements. A sample of 181 private placement announcements during January 2002 and March 2007 in Taiwan was obtained. This dissertation consists of two essays on the private placements. The first essay identifies the conditions determining insiders will pay more (or less) in private placement. We explore the argument of private placement pricing sold to insiders by considering the changes in the control power of the largest shareholders in private placement, using the Banzhaf power index to better reflect the largest shareholder¡¦s relative power of influence. Our results indicate that, if the existing insiders maintain their leading control status, in cases where insiders are the main investors, private placements are issued at deep discounts that benefit themselves; however, in cases where outsiders/new insiders are the main investors, outsiders and new insiders will pay relatively more when existing insiders dominate. Contrarily, if existing insiders fail to retain their leading position and become less powerful after private placement, outsiders and new insiders buy at lower prices. In more than 65% of the sample, the largest shareholders lost their leading control status, and the issuer¡¦s ownership structure becomes more concentrated following private placements. In the second essay, we examine whether the announcement of private placement and public offering share the same announcement effects. In particular, we investigate whether the market reactions to private placement announcements vary with different placement motivations and investor types. In addition, we focus on the dark side of private placement by studying how the stock price reaction to private offerings when insiders intentionally lower the offer price to self-dealing, or when within-group private placements are motivated by the controlling shareholders¡¦ tunneling. The results indicate that private placements generally result in a positive wealth effects, however, public offerings associated with negative announcement effects. The market reacts more favorably to private placements in which a strategic alliance or merger are involved, or to private placements where investors actively participate in the management or even procures the controlling rights of the company. It suggests that the motivation and investor type of private placement convey important information to market investors regarding the issuing firm¡¦s performance. Moreover, we have evidence to support the dark side of private placements. For issuing firms with stronger tendency towards self-dealings by insiders or tunneling in transactions between firms within a business group, they are more likely to have poor performance after private placement. However, we have no evidences to support the firm quality hypothesis.

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近年來我國屢次爆發掏空公司資產之弊案，而細究其掏空之方式，多係藉由公司之交易行為，將公司資產不法輸送予特定人士。我們不難發現這些特定人士時常某程度與公司之董事或控制股東，具有一定之利害關係，甚至這些特定人士即為董事或控制股東本身。正因如此，關係人交易在我國公司治理議題上逐漸受到重視，並引起廣泛之討論，尤其針對具有董事或控制股東身分之人。由於此兩類身分之人同時具有掌握公司資訊及影響公司經營決策之權力，更易藉此方式自公司謀取私利。 我國對於關係人交易下董事之義務，雖已有規範，然而自比較法之觀點，美國法對此部分顯然較我國完備，不僅對於關係人交易設有事前之董事行為標準，並且對於符合行為標準之關係人交易，給予董事安全港之保護。同時，配合司法實務上所發展之司法審查標準，採取寬嚴不一的審查模式，使董事得於關係人交易中合理預測訴訟風險。一方面可降低關係人交易中非常規交易發生之可能性，另一方面亦不至於全然扼殺關係人交易在現代經濟社會中產生之正面價值。我國法之董事義務既是繼受英美法上受任人義務之概念，因此本文嘗試分析美國法中關於關係人交易之相關規定，希冀做為我國修法之參考以求法制之完備。 又我國現行公司法在控制股東義務方面，似存在重大之法律漏洞。尤其在關係人交易下，有心人士為規避擔任董事可能帶來之相關義務，轉而選擇置身於幕後，成為不具董事身分卻實際掌握公司經營決策權之控制股東。此無疑對於欲利用關係人交易不法掏空公司之人，開啟方便之大門。事實上，在英國及美國法上對於控制股東在特定情況下課予如同公司董事一般之受任人義務，而本文則將其焦點限縮在關係人交易下控制股東之義務，經由整理分析英美兩國法制上之條文、學說及重要判決，以期建構出我國規範關係人交易下控制股東義務之依據。