In the United States, citizens concerned with climate change and income inequity scrutinize the activities of corporations. Sustainability and corporate social responsibility (CSR) have a critical role in business management, because stakeholders demand transparency in a company's operations. This correlation study, grounded in stakeholder theory, examined the relationship between environmental initiatives, CSR, and net profit for U.S. corporations. Participants included 96 companies with listing on either National Association of Securities Dealers Automated Quotations, or the New York Stock Exchange, or both, with and without evidence of CSR and environmental disclosures. The multiple regression analysis significantly predicted higher net profit for companies disclosing CSR information, with the statistical evidence demonstrating the importance of environmental and social responsibility, F(2,93) = 31.650, p = .00, R2 = .405. The environmental variable was not significant at p = .651, while the CSR variable proved significant at p = .04, indicating a need for organizations to participate in CSR activities. Recommendations for further research entail exploring the return on assets, net profit ratio, and return on equity. Implications of study findings for social change include support for companies to participate in global reporting organizations and CSR activities.

This thesis is a culmination of a research of a particular branch of Corporate Law, which has grown in several major parts of civilized jurisdictions. The thrust of the study was to evaluate the past, present and the future of a particular type of action known in Corporate Law under the umbrella of shareholder remedies - the 'Derivative Action' with emphasis to develop the law in one jurisdiction profiting from another. The research thus reveals how, when and where the so called action originated, the initial effects these actions had on the corporate world including shareholders, companies and related persons natural or juristic. Though much has been written by way of books, treatises and articles and several researches have dealt with the common topic shareholder remedies in its broad perspect, there is no separate study carried out on this topic in its global context with a comparative focus. This study has therefore given me the drive, initiative and courage to look at the conceptual view or the macro view of the so called 'Derivative Action' with of course special emphasis on the Australian and Sri Lankan jurisdictions in its micro aspects. This, I believe is the first time anyone has undertaken such a task. The study thus travels through distant roads of common law action to the statutory form of the action in the relevant jurisdictions and finds it driving with much purpose in jurisdictions such as Australia and Sri Lanka which are both in the transitional era from the common law action to the statutory action. The research is based on the collection of material namely, case law - Australian, Sri Lankan and international on the matters in issue, Legal treatises on the subject matter local and international, Law reform material - Australian, Sri Lankan and international on the topic, Bills and Statutes available on the topic in Australia, Sri Lanka and other countries. I have met resource personnel with regard to Law Reform in several jurisdictions on the matters in issue and visited the Australian Stock Exchange and the Colombo Stock Exchange. The research findings depend mainly on the electronic data available in addition to resources available at the University of Canberra, the Australian National University, Colombo Law Library, The Colombo Law Society Library and the Sri Lanka Supreme Court Judges' Chambers Library and the Sri Lanka Attorney General's Department Library. Visits to the McGill University in Montreal, Canada and the corporate law sector in New Zealand, including Universities and Law Offices in Christchurch and Auckland too has helped me considerably in the process. Review of the literature of the proposed statutory Derivative Action in Australia and the proposed statutory Derivative Action in Sri Lanka, are based mainly on; Enforcement of the duties of directors and officers of a company by means of a statutory derivative action (Report No. 12) Companies and Securities Law Review Committee. (November 1990.), Corporate Practices and the Rights of Shareholders (Report of the House of Representatives Standing Committee on Legal and Constitutional Affairs) Parliament of the Commonwealth of Australia. (November 1991.), Report on A Statutory Derivative Action Companies and Securities Advisory Committee. (July 1993.), Corporate Law Economic Reform Program (CLERP) Proposal Paper No 3 (1997), the CLERP draft legislative provisions (1998), Australian case law on the application of the common law Derivative Action, both in the High Court and in individual States and Australian articles on Derivative Action as a common law remedy and on the introduction of the statutory action. In the Sri Lankan context, the proposals in Sri Lanka for the statutory Derivative Action and the case law in Sri Lanka on the application of the common law remedy has been referred to. Other literature include, material available on the Canadian formula of Derivative Action, including Statutes, Rules, case law, articles and other relevant data, material available on the Derivative Actions in the United States, material available in New Zealand on Derivative Actions, material available in England on Derivative Actions, namely on the common law approach, case law, articles, Bills, Rules and other connected material, Statutes on Derivative Actions in other jurisdictions at present and Hong Kong proposals for a statutory Derivative Action, to name some. The aforesaid material and the review of the same have assisted the study as follows: -To place the past, present and the future of the common law Derivative Action. -Examine the objectives of the Derivative Action. -The operation of the common law aspects of the action. -The benefits of the statutory form of the action. -Experiences of other countries in the recent past on the subject. -The Australian reform process presently underway. -The best experiences in Australia with regard to case law. -To evaluate whether the remedy should be limited to fraud on the minority or whether it should be extended further even to negligence. -How best Sri Lanka could benefit from the Australian formula of the statutory form of the action. -To evaluate whether the proposed model of the statutory action in Sri Lanka is adequate in view of the Australian and other accepted formulae on the subject. -Whether the common law action should be expressly abolished in Sri Lanka. -Consider the possible introduction of the best methods to Sri Lanka. Finally, the research speaks for itself the need for a statutory Derivative Action for Sri Lanka in the future, to be an improvement on the Canadian, New Zealand and Australian models. The research findings, especially in its conclusions and recommendation in Chapter 8, will no doubt help to improve the proposed statutory Derivative Action in Sri Lanka in a small way.

Traditionally, it has been argued that companies are only responsible towards their shareholders, to maximize the profits. But lately it has changed into another way of responsibilty. It has become of great importance to demonstrate sustainable long-term values for stakeholders to identify with. This thesis aims to clarify the banks’ definition of responsible investment and what criteria they assume when talking about such kind of investments. Furthermore, the thesis intends to examine how the banks in their role as an agent can contribute so their customers can achieve responsible investments. The issues dealt with are: What criterias must a responsible investment meet according to the Swedish banks? and How can the Swedish banks contribute so their clients' investments falls under what is defined as responsible investment?The conclusions of this study show that to conduct a dialogue with companies that violate norms and principles is considered more responsible, than to exclude companies and divest holding. A responsible investment is thus an investment on which banks are active owners and influence companies through dialogues. / Traditionellt sett har det hävdats att företag endast har ett ansvar gentemot aktieägarna. I takt med globaliseringen och en ökad medvetenhet om hur företag påverkar omvärlden, blir trycket allt större på att organisationer och företag ska ta ett ansvar bortom årets resultat. Påtryckningarna kommer främst från företagens intressenter och utgörs av deras krav på företagets verksamhet. För att ett företag ska kunna överleva i en föränderlig omvärld är det av stor vikt att företaget kan uppvisa hållbara värderingar som intressenterna långsiktigt kan identifiera sig med. Företagsledningen måste därför acceptera att det finns andra mål än vinstmaximering och vara redo att arbeta med flera parallella målsättningar av olika slag. Det är genom detta arbete som företaget måste hitta vägar att möta dessa krav och på så vis axla sitt ansvar gentemot omvärlden. SRI, Socially Responsible Investment, går i linje med att företagen ska förmå att ta sitt ansvar. SRI medför att aktieägarna genom sina investeringar ges en möjlighet att utöva påtryckningar på företagen, att integrera CSR-arbetet i sin verksamhet, samtidigt som de får ekonomisk avkastning. På en internationell nivå är FN:s principer för ansvarsfulla investeringar, UN’s Principles for Responsible Investment (PRI), kanske det mest betydelsefulla initiativet för att kombinera ett ansvarsfullt agerande med ekonomisk avkastning. Principerna förser investerare med ett ramverk för att ställa krav på företagen att implementera ett arbete avseende miljö- och socialt ansvar, samt frågor som rör bolagsstyrning i företagens verksamheter. Denna uppsats syftar till att bringa klarhet i vad som, enligt de ledande bankerna i Sverige, avses med ansvarsfulla investeringar och vilka kriterier bankerna utgår från när de talar om den här typen av investering. Vidare studeras hur bankerna i sin roll som agenter kan verka för att kundernas placeringar blir ansvarsfulla investeringar. Frågeställningarna som uppsatsen behandlar lyder: Vilka kriterier utgår Sveriges ledande banker från när de definierar en ansvarsfull investering? samt Hur kan Sveriges ledande banker verka för att deras kunders placeringar faller inom ramen för ansvarsfulla investeringar? Studien visar att de ledande bankerna i Sverige följer Principles for Responsible Investments när de talas om ansvarsfulla investeringar. Respondenterna och bankerna har genomgående definierat en ansvarsfull investering som en investering där ägaren är aktiv i sin roll och påverkar bolagen att leva upp till ESG-kriterierna. Bankerna är i sin roll som agenter av stor betydelse för dialogen med bolagen för att kundernas placeringar faller inom ramen för ansvarsfulla investeringar. Att föra en dialog med bolag som bryter mot normer och principer anses mer ansvarsfullt än att exkludera bolagen och avyttra innehavet.

We investigate how the evolution of ownership structure affects corporate financial and operating performance and corporate strategies. In particular, we study whether the shift in control rights away from the dominant shareholder mitigates agency problems and accordingly expropriation of minority investors by the controlling shareholder. More specifically, does the increase in power of the second large shareholder manifest in the firm’s operating and financial performance, and financing and operating strategies? Using ownership data for 1996 and 2008 representing 403 firms from nine East Asian countries, we find strong and robust evidence that the change in the voting rights of the second largest shareholder over these twelve years is associated with higher firm valuation, better operating performance, better access to long term financing, more efficient operation management strategies and a higher dividend payout ratio. Consistent with prior literature that finds multiple large shareholders play an internal governance role and mitigate agency problems, our findings imply that an increase in the voting rights of the second large shareholder improves firm’s corporate governance and mitigates agency problems consequently increasing firm performance and improving strategies.

Diss. Stockholm : Stockholms universitet, 2005.

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.

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.

Access to adequate liquidity to finance future investments is an essential element of financial management. The two main questions that this dissertation attempts to answer are (i) what is the net valuation effect of LoC? and (ii) if LoC create value, what are the sources of this value? To answer these questions, I constructed a sample of 85,232 firm-years spanning from 1993 to 2016, with credit line data obtained from Capital IQ and Bloomberg. I investigated the valuation effects of LoC with a methodology extensively used in the analysis of the valuation implications of cash. I used this methodology because cash and LoC are two alternatives to manage liquidity and estimated the changes in shareholders' value associated with changes in existing LoC undrawn balances and on new LoC agreements. The results from this analysis demonstrates a positive association between increases in LoC capacity and shareholder's value. These findings are also obtained in univariate and event study analyses. The results also suggest that LoC create more value for firms that are rich in cash, indicating the LoC and cash are complementary liquidity management tools. I then focused on the sources of the value created by credit lines. I examined whether information asymmetry plays a role in LoC valuation by analyzing the association between firm value and LoC for firms with high- and low-information asymmetric. I also studied whether LoCs reduce agency problems by comparing firm value and LoC capacity in both poorly and well-governed firms. Furthermore, I examined whether firms benefit from an increase in financial flexibility provided by access to credit lines. I found results consistent with LoC being more valuable for firms with higher levels of informational asymmetries. The analysis also suggests that LoCs with longer maturity create more value than those with shorter maturity. Surprisingly, I find limited support for the hypothesis that shareholders place a higher value on LoCs in increasing financial flexibility. Moreover, I found no support for the role of credit lines in reducing agency problems.

In Company Law there are two bodies or organs of the company that have the power to make decisions regarding the management of the company. These two bodies are the shareholders in the general meeting and the board of directors. The exact nature of the relationship between the directors and the company is not easily described. While directors have been said to be agents, trustees or even managers of a company, none of these fully describe the position with total accuracy. The nature of the position of the director is best described as being sui generis, and having similarities to each of those in certain circumstances. The Companies Act 71 of 2008 gives a new expanded definition of “director” which clarifies who is considered to be a director. The Common Law initially considered the members in the general meeting, to be the company and any resolution by them was considered to be a corporate act. The constitutional documents of the company were considered to be a contract between them and the majority rule was enforced. The directors would have their power delegated to them. This position changed in 1906 after the case of Automatic Self-cleansing Filter Syndicate Co Ltd v Cunninghame [1906] 2 Ch 34 (CA). Here the court held that there was a division of power, according to the constitutional documents, between the shareholders in the general meeting and the board of directors. The general meeting could not interfere with those powers of the board, except if they changed the articles of association by special resolution. The shareholders had residual and default powers and were the ultimate organ of the company. The position of the board of directors in Companies Act 61 of 1973 was given in Article 59 of Table A. Here the board was given the power to manage the business of the company. It was found that this included the power to derive a profit and stop trading in certain circumstances but did not include the power to liquidate the company. The board’s powers, according to Article 59 of Table A, were still subject to the shareholders in the general meeting. This showed that the shareholders still remained the ultimate power in the company. The division of powers in Company Law has been drastically changed by Section 66(1) of the Companies Act 71 of 2008. The board of directors is now statutory empowered to manage not only the business of the company, but also the affairs. It was stated in the case of Ex parte Russlyn Construction (Pty) Ltd 1987 (1) SA 33 (D) that affairs had a wider meaning than business and could include the power to liquidate the company. Delport states, with reference to Canadian Law, that the word “affairs” means the internal dealings of a company as well as the existence of the company. The statutory empowerment of the board, and inclusion of the word ‘’affairs’’ in section 66(1), changes the division of powers in the company. The board of directors now has original powers and is the ultimate power in the company being able to bring an end to the very existence of the company. The full effect of this change is one which will only be revealed in years to come as case law around this matter develops. / Dissertation (LLM)--University of Pretoria, 2012. / Mercantile Law / unrestricted

Corporate governance issues have become increasingly important to financial managers and shareholders. Firms that are plagued by poor performance, incompetent managers, or excess agency costs have become the subject of a dramatic increase in shareholder activism. Dissident shareholders, who are unable to launch costly takeover bids or proxy contests, have initiated a process of governance reform through the use of shareholder sponsored proposals. Shareholder proposals are a direct attempt to reverse operating or voting policies, such as a proposal to repeal a classified board. Managers announce shareholder proposals in a proxy statement and typically include a vote recommendation against the proposal. In the first essay, I find an unfavorable stock price reaction to the announcement of a shareholder proposal. In some cases, however, management supports the proposal and negotiates an agreement with the proposing shareholder. Stock prices react favorably to a settlement announcement. If managers are willing to negotiate with shareholders, they are perceived to be acting in the best interest of shareholders. If managers are unwilling, shareholders believe a severe agency problem exists. In the second essay, the effect that ownership structure has on voting outcomes of shareholder proposals is examined. I find a direct relationship between the percentage of votes cast in favor of the proposal and levels of institutional ownership. There is an inverse relationship between the percentage of votes and managerial ownership and firm size. Large firms with powerful owner-managers present the greatest obstacle to the success of shareholder proposals. The repeal of shareholder rights plans is one of the most frequently used shareholder proposals. By adopting the rights plan, managers increase the probability of defeating a takeover, but increase their power in negotiating with a potential acquiring firm. In the third essay, I find that firms who combine a rights plan with high debt levels construct a powerful defense against a hostile takeover. Shareholders target these high debt firms and design proposals to repeal the rights plan.