An enquiry into the relevance and reliability of accounting information that is provided to natural shareholders in Australia. The findings provide evidence that the information needs of shareholders are not being met, and that the existing theory of auditor independence has not integrated the views of this large and significant group of shareholders.

An enquiry into the relevance and reliability of accounting information that is provided to natural shareholders in Australia. The findings provide evidence that the information needs of shareholders are not being met, and that the existing theory of auditor independence has not integrated the views of this large and significant group of shareholders.

Magister Legum - LLM / This paper focuses on mergers and acquisitions as tools for business growth, how these have come into existence, their strengths, and mainly the reasons for their failure. Taking a closer look on how these have emerged in the United States, United Kingdom and South Africa. Amongst the various ways that companies are able to get business financing, mergers and acquisitions have emerged as one of the most popular strategies for business diversity and growth. Mergers and acquisitions are agreed upon by companies to achieve certain strategic and financial goals. This is usually achieved by the bringing together of two companies with often contrasting corporate personalities, cultures and value systems.¹ The field of mergers and acquisitions has grown greatly over the past half century. At one point, mergers and acquisitions was mainly a US phenomenon but during the 1990‘s their volume in Europe started rivaling that of the USA. By 2000's mergers and acquisitions had become commonly used corporate strategies for companies‘ worldwide.² Even though the number of mergers and acquisition seems to increase and decrease in waves, they have been studied frequently. A study revealed that in 2004 an acquisition was made every 18 minutes all year round. There was normally not a business day that would go by without the news of a merger or an acquisition in the media. The decision to merge, usually taken by the board and shareholders of a company is always preceded by extensive planning and implementation.³ Mergers and acquisitions are part of the continuing process of the growth of companies and as a result of the separation of ownership and management, it is management which will play the dominant part in the initiation of such mergers and acquisition and their motives could be primarily self-interest.⁴ It is expected that merging mostly results in the creation or formation of larger companies or units and if those large companies merge with others, even larger units will result therefrom. The result of that large unit can be a commercial or financial institution which is capable of exerting pressure on a country's economy.⁵ Despite their popularity, most mergers and acquisitions result in financial failures and may produce results that are undesirable for the stakeholders of the company. Some consequences that are usually detrimental to investors are share underperformance, which usually takes place months after the acquisition.⁶ Success of mergers mostly depends on how well the organisations are integrated. This paper will examine mergers and acquisitions in depth, its overview, the motivation of companies to undertake mergers and acquisitions and the reason for its failures. The paper will also examine the regulations and the success of mergers and acquisitions in the United States, United Kingdom and South Africa. Lastly, the last chapter will conclude with a finding of whether mergers and acquisitions can be said to be a strategy for business growth.

Anonymity of shareholders and the requierements for their identification This thesis concentrates on the anonymity of shareholders which is currently one of the most discussed aspects of the corporate law. The topicality of this issue was one of the reasons for the selection of this topic. Czech legislation has been criticized both by NGOs and a large part of Czech population for the excessive simplicity of the use of anonymous shares and for owners identification impossibility.. The paper is focused on ways of both hiding the beneficial owner of shares and also shareholders identification. This work is written during the ongoing debate on the abolition of bearer shares, which is considered to be an instrument for corruption or legalization of proceeds from criminal activities, so-called money laundering. Debates on the abolition (or at least reducing) of the shareholders anonymity are being held not only in the Czech Republic. Many countries have already implemented certain instruments in this area. Bearer shares have been canceled without compensations in some countries, , other countries allowed their demeterialized or immobilized form. The aim of this work is to analyze not only valid and effective legislation, but also the legislation enacted in connection with the recodification of private...

Anonymity of shareholders and the associated degree of transparency of the joint- stock company belongs in the field of company law among the most debated issues. Especially in light of the necessary fight againstmoney laundering and financing of global terrorism European legislaton creates extensive modification of the terms which are targeted on uncovering the identity of genuine owners of joint-stock companies. Czech Republic is obliged to transpose these terms into czech law. From this perspective, it is a very dynamic subject that is rapidly evolving and is not analyzed comprehensively. Work is primarily devoted to the description of the institutes in czech private law, which allow to maintain the anonymity of shareholders and degree of their possible identification. The thesis contains also the characteristics of selected public law acts in which is presented strong public interest on the identification of beneficial owners of corporations. The thesis also reflects upcoming changes that will in the near future modify the position of shareholders and their potential unfolding. The first two chapters focus on the brief description of the historical development of the concept of shareholders anonymity and the terms of their identification. The second chapterfocuses on the enactment of theBearer...

Limits of shareholders' agreements - Resumé This diploma thesis deals with the limits of shareholders' agreements. Its goal is not only to introduce the legal concept of the shareholders' agreements themselves, with regard to their content, forms or types, but above all to point out the limits which restrict their validity. The shareholders' agreements as an obligatory legal institute have their limits, which must be respected by the parties to the agreements. This thesis focuses primarily on the contractual autonomy of the parties to the agreement, together with other limits resulting from the stock law such as the prohibition of disadvantage shareholders, limitation of types of stocks or possible establishment of an internal shareholder's company. This diploma thesis also describes the key institute that stands side by side the shareholders' agreements - the articles of incorporation. Since the parties to the shareholders' agreements can be and most often are the shareholders themselves, I focus on the relationship between the agreements and a certain loyalty of shareholders to the joint stock company. This analysis is completed with even more intense duty of loyalty in case the party to the agreement is a shareholder and on top of that simultaneously a member of the statutory body. This diploma thesis...

The aim of this master thesis is to specify the legal status of minor shareholders in the law of the Slovak Republic, which has provided to minor shareholders by governemnt to give them a chance to enforce their interests and to apply their right to participation in the management of the company. Part of the work is a preview of a corporation as such, as a shareholder, its rights and responsibilities and a description of situations when rights of minority shareholders can be breached.

This thesis analyses minority shareholder protection in common law and civil law systems. Principally, this is done by examining closely-held corporations created under Canadian, Ukrainian and German laws. It examines minority shareholder protection by critically analyzing voting and related rights, the right to information; withdrawal from the company, expulsion right, the dissolution of a company, derivative action and direct action. The thesis also summarizes problems in the civil law system that cannot be solved in favor of minority shareholders. In addition to the above-mentioned, it provides possible solutions to the problems of minority shareholder protection in the civil law system, that is, methods by which to increase protection for minority shareholders against the majority and/or directors. Specifically, it focuses on cumulative voting, common law director’s duties, derivative action and the oppression remedy. Moreover, this thesis analyzes the possibility of incorporating some institutions into civil law legislation and considers obstacles to implementing them.

Thesis (M.Com. (Taxation))--University of the Witwatersrand, Faculty of Commerce, Law and Management, School of Accountancy, 2014. / It is commonly understood that it is the people within the organisation that hugely affect the efficiency and work environment, which ultimately brings about greater profitability and value. With this in mind, corporate entities continue to ensure that they are attracting and retaining high performing individuals to their organisations with the view of generating greater value for shareholders. The question then arises as to how to attract key individuals to an organisation and keep those individuals. The use of share incentive plans is an established tool implemented by corporates which incentivises employees to remain at an organisation for an extended term while at the same time, attempts to align the interest of the employee with that of the shareholders. Share incentive plans provide one such solution of achieving both these objectives, but how practical is it to implement such an incentive plan in light of the constantly changing tax landscape. Against this commercial driver to attract and retain employees is the apparent mistrust by Treasury and SARS of the use of share plans to incentive employees which is considered by Treasury and SARS as a salary conversion plan with the objective of obtaining a tax advantage. This paper will consider the practical issues faced by corporates trying to implement share incentive schemes to secure the employee’s income earning structure for a prolonged period and aligning the interests of the employee with the shareholders, by considering the tax influencers behind share incentive plans which are being indirectly moulded by the tax legislation, drafted by National Treasury and implemented by SARS. This report will consider the taxation of income earned qua employee versus the income qua shareholder. In order to consider this the paper will attempt to determine where the line currently rests between employee and shareholder, by providing an outline of the current legislation around share plans and some of the commonly seen share schemes implemented in practice. This paper will then consider the direction that this line is moving, if at all, by considering the proposed changes to the legislation as drafted by Treasury and lastly consider how these proposed legislative changes impacts corporates who are trying to implement a long term share incentive plan.

O objetivo da presente pesquisa é examinar qual a associação entre quatro diferentes tipos de conflitos de agência previamente estudados pela literatura de governança: entrincheiramento do gestor, consumo de perquisites, decisões de liquidez e tomada de risco. Para tanto, inicialmente detalharam-se a origem e as diferenças entre esses quatro conflitos estudados. A seguir, fez-se a revisão de diferentes mecanismos de governança corporativa potencialmente capazes de mitigar esses conflitos. Também se identificaram, ao nível do país, índices de proteção à riqueza e aos direitos dos investidores acionistas e credores que a literatura anterior comumente sugere serem capazes de mitigar esses conflitos. Ao todo, foram analisadas 7.994 firmas de 35 países entre os anos 2010 e 2013 (aproximadamente, 22.000 observações-ano). Ao longo do trabalho, cinco diferentes hipóteses de pesquisa foram discutidas e testadas. Resumidamente, encontraram-se evidências consistentes de que gestores entrincheirados mantêm maiores níveis de liquidez e que maiores níveis de liquidez estão associados com maior consumo de perquisites. Há evidências também de que o entrincheiramento do gestor, via alta concentração de propriedade acionária e via participação no conselho de administração, altera suas preferências de consumo de perquisites e de risco. Em geral, essa tese sugere que os conflitos de agência estão associados e que, especialmente, o entrincheiramento do gestor altera suas preferências em relação aos três outros conflitos. / The purpose of this research is to investigate what is the association between four agency con icts that are studied by previous corporate governance literature: managerial entrenchment, perquisites consumption, cash holdings and risk-taking. Initially, I detail the source and di erences between these agency con icts. Then, I discuss different types of governance mechanisms that are potential candidates to mitigate these con icts. Furthermore, I collect and discuss country-level investor protection indices that relate to the protection of shareholders' and the creditors' rights, and that help to mitigate these con icts. The nal sample contains 7.994 rms from 35 countries analyzed from 2010 until 2013 (almost 22.000 year-observations). I discuss and empirically test ve hypothesis. In a nutshell, there is consistent evidence that entrenched managers choose higher levels of cash holdings, and that cash holdings are positively associated with perquisites consumption. There is also evidence that managerial entrenchment, either via high managerial ownership concentration or via CEO duality, changes managers' preferences over the consumption of perquisites and risk-taking. In general, this thesis suggests that di erent agency con icts are associated and that entrenchment a ects managerial preferences over the three remaining conflicts.