Motivés par des articles et des discussions récentes sur les valeurs monétaires par rapport aux valeurs sociales, j'ai un grand intérêt à étudier l'impact des valeurs sociales ou de la responsabilité sociale des entreprises (“CSR”) sur les valeurs des entreprises. Le chapitre un et le chapitre deux étudient tous deux l'activisme des actionnaires sur les questions de CSR, tout en ayant des objectifs différents. Le premier chapitre étudie les propositions d'actionnaires déposées par des fonds socialement responsables (“SRIs”) en utilisant un échantillon collecté à la main. Le premier chapitre fournit des statistiques descriptives sur ces propositions et examine les caractéristiques de l'entreprise cible. Deuxièmement, à l'aide de la méthodologie de l'étude des événements, il examine la réaction du marché autour du dépôt de la proposition et constate une réaction positive du marché à ces propositions. Troisièmement, il examine l’horizon à plus long terme et étudie l’impact à long terme de ces propositions sur la valeur marchande, la performance opérationnelle et la performance sociale des entreprises. Le deuxième chapitre étudie un échantillon plus large de propositions d'actionnaires déposées par différentes parties, notamment des investisseurs institutionnels (par exemple, fonds de pension, fonds SRI), des syndicats, des fondations, des groupes religieux et des particuliers. Le chapitre deux se concentre plus sur l'identification de l'impact des différents déclarants sur le résultat de la proposition, et les résultats montrent que les investisseurs institutionnels tels que les fonds SRI et les fonds de pension sont des déclarants plus performants. Si une proposition est déposée par des fonds SRI ou des fonds de pension, elle a beaucoup plus de chances de réussir et recevoir des votes plus favorables. La réaction du marché aux activités de dépôt de propositions est également positive pour ces déposants et a également une incidence à long terme sur les entreprises cibles. Le chapitre trois étudie la performance des fonds SRI. En choisissant une période de temps particulière (c’est-à-dire la crise financière), elle tente de séparer la performance des investissements des fonds des rendements générés par des groupes spécifiques d’entreprises (c’est-à-dire les entreprises ayant de bonnes notes CSR). Les résultats montrent que ces SRIs génèrent des rendements inférieurs à ceux des fonds conventionnels pendant la crise, alors que ces entreprises obtiennent en moyenne des rendements plus élevés pendant la crise, comme le suggèrent d'autres études (Lins et al. 2017). Cependant, ce résultat ne persiste pas après la crise financière dans l'échantillon correspondant. La volatilité des flux des SRIs est inférieure à celle des fonds conventionnels. L'analyse de la sensibilité des flux dans une régression linéaire par morceaux montre que les SRIs attirent plus de flux que les fonds conventionnels après avoir contrôlé divers autres facteurs. Une analyse plus poussée montre que les SRIs ont tendance à avoir un horizon d'investissement plus long et à vendre moins pendant la crise. Il aborde également les raisons potentielles et les motivations des investisseurs en examinant les flux de fonds SRI, les sensibilités aux performances des flux, horizons des investisseurs et les activités de vente pendant la crise. / Motivated by papers and recent talks on monetary values versus social values, I have great interest in studying how social values or corporate social responsibility (“CSR”) could impact firm values. Recent studies have shown that there are mainly three potential channels, through which CSR affects firm value. Firstly, employees help create firm value. Employee welfare is part of CSR (measured by MSCI ESG KLD Statistics, known as KLD scores), and employee satisfaction improves firm value shown by positive long-term abnormal stock market returns. (eg. Edmans 2011) Secondly, customers strongly link to firm value. Product quality and safety are part of CSR, and product characteristics are the main reasons directly linked to customer purchasing decisions, especially for firms in manufacturing and retail industries. Moreover, part of the customers may be socially conscious and are sensitive to firms’ actions towards environmental, community or human rights issues. They may form updated opinion of the firm based on their CSR activities and thus influence their purchasing decisions. Papers find that firms with more customer awareness benefit more from CSR. (eg. Servaes and Tamayo 2013) Thirdly, investors are associated with firm value. Investors, especially socially-conscious investors help discipline the firms’ CSR activities. Shareholder proposal is one good venue where they raise their voice and engage in the firms. Investors could use exit strategy to sell their shares, and changes in investment flows could affect firms’ value. (eg. Bialkowski & Starks 2016) The third channel, investors’ engagements in CSR issues in the firm and their association with firm value implications, as well as the related SRI investment performance are the main focus of this dissertation.

Latterly, ¡§corporate governance¡¨ has become an important idea all over the world. There are many companies around the world went bankrupt. Those are often because that their directors or CEOs did not manage the company for the profit of their shareholders, but for their self. In order to make their benefits, the directors and CEOs even did many things illegally to harm the interest of the company. In order to stop this trend, the administration all over the world attempts to reform their corporate governance system. Although the corporate governance system of Taiwan has also been improved during the recent years, it is hard to say that our system is in the perfect condition. Hence, the purpose of this thesis is to try to analyze the corporate governance system of Taiwan, and to give some suggestion for the governance system in the future. There are six chapters in this thesis. Next segment is the introduction of these chapters. Chapter 1: Descript the incentive, purpose, range and structure of this thesis. Chapter 2: Discuss the agency theory, introduce the idea of ¡§corporate governance¡¨, and realize the capital structure of the company in Taiwan. Chapter 3, 4, 5: Analyze the self-governance mechanisms in Taiwan. The self-governance mechanisms include shareholder, board and supervisory board. At the end of each chapter, the thesis will give some suggestion about our corporate governance in the future. Chapter 6: Summarize all the viewpoints and suggestion in this thesis.

This study investigates the brand of shareholder activism hedge funds deploy by reference to a unique hand-collected dataset of 11 years’ activist hedge funds’ campaigns across 25 countries. The analysis has two core elements, one of which is to chart the emergence of hedge fund activism outside the United States and the other being to account why hedge fund activism has developed differently across the sample countries. Both issues have been to date only tangentially explored. This study is the first one to seek to determine the extent to which corporate law is a determinant of the hedge fund activism phenomenon using a fresh approach which combines theoretical and comparative legal analysis with empirical methods. While a single variable is unlikely to account for the emergence of hedge fund activism, the study describes hedge fund activism as a game of three sequential stages as a heuristic device and identifies market and legal parameters for each stage. To test the hypotheses advanced for the emergence of hedge fund the study draws upon the law and finance literature. For instance, to account to what extent the rights bestowed on shareholders by corporate law influence hedge fund activism the study uses the CBR shareholder rights index. The results indicate that the extent to which law matters depends on the stage which activism has reached. The study also puts hedge fund activism in its corporate governance context. Activist hedge funds’ interventions have been envisioned as a mechanism for ensuring effective control of managerial discretion. Opponents of hedge fund activism contend, however, that this new breed of activists has a dark side that raises various concerns. Activist hedge funds have been considered: as exacerbating short-termism; as being mainly aggressive to the incumbents; as bearing similarities to the 1980s-raiders; and as engaging in distorting equity decoupling techniques. The study presents new empirical data that shows that the perceived negative side-effects of hedge funds activism are greatly exaggerated: they are myths. Cumulatively, these findings question whether hedge fund activism warrants any type of legislative response so far as the goal of shareholder value maximization is succeeded.

This study addresses the problem of explaining the emergence and viability of coalitions among shareholder activists. The formation of coalitions for purposes of shareholder activism is generally unexpected from a theoretical perspective. Potential shareholder activists typically rely on the exit mechanism rather than becoming actively involved in the governance of corporations, and they tend to be in a prisoner’s dilemma type of situation, which has a non-co-operative outcome. Moreover, unless co-operation can be expected from others, no individual shareholder will make costly contributions to a coalition. Still, minority shareholder coalitions exist. The purpose of this study is to develop a model that accounts for the emergence and viability of minority shareholder coalitions. Two ideal-typical minority shareholder coalitions are developed: the offensive minority shareholder coalition, and the defensive minority shareholder coalition. These are based primarily on contractual theory (transaction cost economics, agency theory and property rights theory) and take form under the assumption that economic ends alone motivate actors. The offensive minority shareholder coalition emerges to seize an opportunity to increase share price by means of voice; it is led by a coalitional entrepreneur who carries all costs, thereby inducing co-operation from passive shareholders. The defensive minority shareholder coalition emerges to safeguard the members’ investments from risks of expropriation, which arise from increasing costs of using the exit mechanism; it is characterised by widespread active participation, since free riding further increases the risk of being expropriated. The model integrates the ideal types with results from three case studies of minority shareholder coalitions. These case studies show that under certain conditions, coalition members act as if they consider the effects of their actions on their reputation within networks of shareholders; this has implications for a coalition’s emergence and viability. The case studies further show that controlling shareholders, under certain circumstances, will tend to act as if they consider the effects of their actions on their public image as perceived by relevant (present or future) stakeholders; this places a shareholder coalition in a different bargaining position.

Thesis advisor: Thomas J. Chemmanur / My Ph.D. dissertation consists of three essays. The first essay examines the effect of hedge funds on target shareholder gains in leveraged buyouts (LBOs). I find that the initial buyout premium is increasing in the preannouncement presence of hedge funds, measured as the fraction of target equity held by hedge funds before the announcement. Using a geographic instrument for the presence of hedge fund, I find that this relationship persists even after controlling for endogeneity. I further show that this effect holds only for active hedge funds and long-term hedge funds, and is stronger for management-led LBOs than for third-party LBOs. Overall, the findings suggest that hedge funds protect target shareholder interests in LBOs by using their hold-out power. The second essay examines the relation between expected market volatility and the demand for liquidity in open-end mutual funds. The empirical results are consistent with precautionary motives for holding liquid assets, i.e., fund managers tilt their holdings more heavily toward liquid stocks when the market is expected to be more volatile. This dynamic preference for liquid stocks is more pronounced among small fund families, low-load funds, funds whose past performance has been unfavorable, funds with high return volatility, growth-oriented funds, and high-turnover funds. I further show that this type of behavior is valuable for fund investors during high volatility periods because it has led to significantly (both statistically and economically) higher subsequent abnormal returns. The third essay, co-authored with Thomas Chemmanur and Gang Hu, directly tests Brennan and Hughes' (1991) information production theory of stock splits by making use of a large sample of transaction-level institutional trading data. We compare brokerage commissions paid by institutional investors before and after a split, and relate the informativeness of institutional trading to brokerage commissions paid. We also compute realized institutional trading profitability net of brokerage commissions and other trading costs. Our results can be summarized as follows. First, both commissions paid and trading volume by institutional investors increase after a stock split. Second, institutional trading immediately after a split has predictive power for the firm's subsequent long-term stock return performance; this predictive power is concentrated in stocks which generate higher commission revenues for brokerage firms and is greater for institutions that pay higher brokerage commissions. Third, institutions make positive abnormal profits during the post-split period even after taking brokerage commissions and other trading costs into account; institutions paying higher commissions significantly outperform those paying lower commissions. Fourth, the information asymmetry faced by firms decreases after a split; the greater the increase in brokerage commissions after a split, the greater the reduction in information asymmetry. Overall, our results are broadly consistent with the implications of the information production theory. / Thesis (PhD) — Boston College, 2009. / Submitted to: Boston College. Carroll School of Management. / Discipline: Finance.

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.

How can you use your money to make the world a better place? This research explores how institutional shareholders can use their position of ownership to influence corporations with regards to issues such as human rights, labour conditions, and the environment (otherwise known as CSR). This work, comprised of six separate studies, shows that translation processes, which can bridge the disparate institutional logics of the corporate sector with the logics of the environmental protection and social justice sectors, enables shareholders influence on CSR. This research also introduces the notion that shareholders can act in a capacity of norm entrepreneur and norm promoter, suggesting that shareholders can influence corporations in more far-reaching ways than changing single instances of behaviour. / <p>Diss. Stockholm : Handelshögskolan, 2009 Sammanfattning jämte 6 uppsatser</p>

This thesis will try to combine shareholder ownership of a company with the notion of viewing thecompany as a social contract.Even if viewing the company as a social contract is usually considered to be part of the stakeholdertheory this view is not incompatible with the shareholder centred approaches.Through motivating the social contract view of businesses and discussion the advantages ofadopting a shareholder centred approach to company ownership this thesis will form the basis of asocial contract that would be agreed by the shareholders of the company. A part of this paper will also be dedicated to discussing how the shareholders could change the current companies to reflectmore closely on the contract they would initially have agreed on.

Submitted by Maykon Nascimento (maykon.albani@hotmail.com) on 2016-05-12T18:18:58Z No. of bitstreams: 2 license_rdf: 23148 bytes, checksum: 9da0b6dfac957114c6a7714714b86306 (MD5) Dissertacao Luiz Henrique Vargas.pdf: 611443 bytes, checksum: d68288aa0a1d0f9bbf960b13ccc56d8a (MD5) / Approved for entry into archive by Patricia Barros (patricia.barros@ufes.br) on 2016-07-01T13:57:17Z (GMT) No. of bitstreams: 2 license_rdf: 23148 bytes, checksum: 9da0b6dfac957114c6a7714714b86306 (MD5) Dissertacao Luiz Henrique Vargas.pdf: 611443 bytes, checksum: d68288aa0a1d0f9bbf960b13ccc56d8a (MD5) / Made available in DSpace on 2016-07-01T13:57:17Z (GMT). No. of bitstreams: 2 license_rdf: 23148 bytes, checksum: 9da0b6dfac957114c6a7714714b86306 (MD5) Dissertacao Luiz Henrique Vargas.pdf: 611443 bytes, checksum: d68288aa0a1d0f9bbf960b13ccc56d8a (MD5) / Este estudo tem por objetivo verificar quais as características e determinantes do ativismo de acionistas nas empresas brasileiras de capital aberto. Por ativismo de acionistas entende-se a tentativa da parte dos acionistas de provocarem alterações na empresa sem uma mudança em sua estrutura de controle, como definem Gillan e Starks (2007). A amostra é composta por 322 empresas para o ano de 2010 e 347 empresas para 2012. Foram analisadas, junto a essas empresas, as atas de assembleias ordinárias, notícias que relataram alguma forma de ativismo e processos abertos junto à Comissão de Valores Mobiliários (CVM). Para o alcance do objetivo, formulou-se um índice composto por sete questões buscando-se evidenciar o ativismo de acionista na amostra do estudo, além da aplicação de regressão logística e regressão linear múltipla. Como resultados principais observou-se a ocorrência de ativismo de acionistas nas atas por meio de propostas apresentadas previamente e durante a assembleia, votos contrários e rejeição às propostas apresentadas, assim como a busca por representação nos conselhos de administração e fiscal, com eleição de membros efetivos por acionistas minoritários para suas composições. Verificou-se evidências de ativismo de acionistas em notícias no período da amostra, com destaque para os eventos de incorporação e operações de fechamento de capital. Pelo interesse que esses eventos despertaram na mídia, observou-se a ocorrência de republicações das notícias com aumento no quantitativo de um período a outro. Quanto aos processos abertos junto à CVM, evidenciou-se redução no quantitativo do ano de 2010 para o ano de 2012, embora tenha ocorrido aumento nos processos relativos a “Medidas adotadas por controlador e/ou administrador da companhia”. O Índice de Ativismo de Acionistas apresentou pontuação máxima para cinco das sete questões, para apenas duas das empresas nos períodos da amostra. As chances de uma empresa ser alvo de ativismo são afetadas negativamente pelo retorno sobre patrimônio líquido e concentração de propriedade e positivamente pelo tamanho da empresa, tamanho do conselho de administração, quantidade de propostas da administração na ordem do dia da assembleia e quantidade de acionistas, tanto pessoas físicas quanto jurídicas. No entanto, com a utilização da variável quantidade de acionistas pessoas jurídicas, observa-se a não significância estatística para o modelo referente às reclamações abertas junto à CVM. Para as empresas alvo de ativismo evidenciou-se através de regressão linear múltipla que a intensidade do ativismo medido pelo índice é afetada negativamente pelo endividamento, e positivamente pelo tamanho da empresa e quantidade de acionistas pessoas físicas. Desta forma, este estudo contribui para a literatura sobre ativismo de acionistas no mercado acionário brasileiro ao evidenciar sua ocorrência pela utilização de metodologia diferente da frequentemente aplicada a estudos internacionais anteriores, com a utilização de três frentes de análise: atas, notícias e processos abertos junto à CVM. Esta gama de informações permite a verificação desse fenômeno frequentemente analisado em estudos internacionais, porém com escassas pesquisas no mercado acionário brasileiro. / This study aims at verifying the characteristics and determinants of shareholder activism in public Brazilian companies. Shareholder activism means the attempt of shareholders to cause alterations in the company, without changing its control structure, as defined by Gillan e Starks (2007). The sample is made up of 322 companies for the year 2010 and 347 companies for 2012. The study analyzed minutes of the ordinary meetings, media news on activism, and complaints at the Brazilian Securities and Exchange Commission (CVM). In order to achieve our goals and show shareholder activism in the sample, an index made up of seven questions was employed, as well as logistic regression and multiple linear regression. The results show the existence of shareholder activism expressed in the minutes through proposals made before and during the meetings, opposing votes and refusal of proposals presented, as well as search for representation in board of directors and audit committee through the election effective members by minority shareholders. Evidence of shareholder activism was verified in news of that period, mainly incorporation events and capital closing operations. Because of the interest these events aroused in the media, the news about them were republished, which led to an increase in the figures from one year to another. As far as the proceedings filed at the Brazilian Securities and Exchange Commission are concerned, there was a decrease from 2010 to 2012, even though there was an increase in proceedings concerning “measures adopted by company’s administrator and/or controller". The Shareholder Activism Index showed the highest score for five of the seven questions for only two of the sample companies in the study period. The chances of a company to target of activism are negatively affected by return on equity and ownership concentration, and positively by firm size, board size , number of proposals during meetings and quantity of shareholders; both individuals and corporations. However, when using the variable “number of individual shareholders”, no statistical significance was found for the model referring to complaints filed at CVM. For companies that had been target of activism, multiple linear regression and activism measured by the index showed that the company is negatively affected by leverage, and positively affected by firm size and quantity of individual shareholders. Therefore, this study is a contribution the literature on shareholder activism in the Brazilian stock market by showing the existence of the former through methodology different from what had been used in international studies, i.e. analyzing three aspects: meeting minutes, media news, and complaints filed at Brazilian Securities and Exchange Commission. This variety of information allows verifying this phenomenon that is frequently analyzed in international studies, but scarcely investigated in the Brazilian market.

abstract: Shareholder Activism is a mechanism by which investors who hold a significant but non-majority percentage of a company’s stock, exercise their voting rights, participate in corporate governance and influence operational decisions of target companies. The purpose is improve corporate governance, increase firm performance and boost share -holders’ returns. Existing studies of shareholder activism, based largely in mature capital markets like the US, come to different conclusions regarding its impact on firm performance. In this paper, I collect data on shareholder activism events in the China A Share market between 2006 and 2016. The sample includes 60 companies targeted by 42 activist investors over this period. I find that institutional investors, typically industrial capital and private funds, playing an increasingly important role in corporate governance of Chinese listed companies through activism. The disclosure of the holdings of activists results in large gains in the target firm. I also find subsequent improvements in long -term operational performance of target firms. Activist investors in China focus on smaller targets and those characterized by higher agency costs and lower operating performance. Activists appear to be largely concerned with improvements in business strategy and M&A activity. Non-hostile behavior is more likely to be related to successful activism in China. In addition to statistical evidence, I present case studies of the “BaoWan dispute” and the activist investment of Butterfly Capital in two firms, “Guonong” and “Xiuqiang”. The case studies highlight the mechanism employed by these firms to influence performance. I conclude with policy recommendations and direction for further research. / Dissertation/Thesis / Doctoral Dissertation Business Administration 2017