This paper is focusing on the responsibility corporations have toward society and what role stakeholders play in this responsibility. By providing a historical background of how corporations have used their responsibility toward society, it is clear that corporations have been responsible. Before, this responsibility was focused toward the shareholders of the corporation but with time it changed to include more actors within the society. By focusing on what kind of responsibility the corporation has towards the society it is active in, this paper will explain the notion of a corporation that has a social responsibility in terms of being morally responsibility for its actions. This is why the concentration of the this paper will be on the concept of corporate social responsibility (CSR). The notion of CSR has became more significant with time. In today's society corporations are expected to take more responsibility. A reason for this increased expectations from society on corporations could have to do with the fact that stakeholders have gained greater transparency through technological development, mainly the development of information technology. The aim of this paper will be to show what role CSR plays for a corporation in today’s society and why a corporation should work more with its different stakeholders and not as before with almost solely its shareholders. To be able to conduct this aim, the notion of CSR will be described and put into perspective by the two main theories behind the concept of CSR: the monetary and ethical theories. This is done by first describing the development of CSR abroad and in Sweden, with a focus on “Den Svenska Modellen”. Second to show the different perspectives of the monetary and ethical approach in connection to the concept of CSR. Thereafter, the theories will be analyzed and discussed solely, in connection to each other and the development of CSR through time. The analysis and discussion about the concept of CSR indicates that the monetary and ethical theories can not be considered to have the only impact on the concept of CSR but they have affected each other. Another conclusion is that the corporation's actions can lead to a responsible behavior that would benefit the whole society which the corporation is active in.

We investigate whether multiple large shareholders (MLS) play an internal corporate governance role in mitigating agency problems between the controlling shareholder and minority shareholders in a cross-country sample of public firms. We draw our conclusion by examining the market reaction (in terms of bidder announcement period abnormal returns) to acquisition announcements made by firms with and without MLS in their ownership structure. Using an international sample of acquisition announcements made by firms with at least one large shareholder from 10 Western European and 5 East Asian countries between 1996 and 2000, we find the presence of MLS, their voting rights, relative voting power, the number of blockholders and the relative voting power of these blockholders have a positive and significant impact on bidder announcement period abnormal returns. We also find that the legal institutions such as disclosure requirement, investor protection, common-law legal origin and anti-self-dealing have positive effects on bidder announcement period abnormal returns.

Aktieägaravtal är ett frekvent använt sätt att mellan delägare i ett aktiebolag reglera frågor avseende det gemensamma aktieägandet. Aktieägaravtalet reglerar många gånger frågor som även i bolagsordningen reglerats. Vid ingående av ett aktieägaravtal riskerar en normkollision uppstå: är det bolagsordningsnormen som ska gälla eller är det aktieägaravtalet? Då rättsläget rörande sådana normkollisioner är oklart, är det av intresse att undersöka om en jämförelse mellan bolagsordning och aktieägaravtal kan klargöra rättsläget. Analysen har möjliggjorts genom insamling av historiska argument rörande bolagsordningens likhet med aktieägaravtal. Dessa argument härleds sedan till nu gällande rätt i den mån det är möjligt. Analysen baserar sig även på en beskrivning av aktieägaravtalet samt vissa avtalsrättsliga aspekter rörande tolkning. Resultatet av framställningen är att bolagsordning och aktieägaravtal uppvisar sådana likheter att en jämförelse kan göras för att lösa normkollisioner genom tillämpning av vissa avtalsrättsliga aspekter rörande tolkning. Vad som härvidlag framkommer är för det första att bolagsordningen genom dess tvingande normer begränsar vad som med aktiebolagsrättslig verkan kan föreskrivas i aktieägaravtal. För det andra, när alla aktieägare inte är part till aktieägaravtalet får parterna istället göra vad de kan för att söka uppfylla avtalets innehåll. Slutligen kan lojalitetsplikt användas för att fastställa hur aktieägaravtalet ska tillämpas för att så långt som möjligt undgå normkollisioner mellan bolagsordning och aktieägaravtal. / Shareholders agreements are a frequently used form for regulating issues arising as a result of a common interest as owners in a joint-stock company. The shareholder agreement often regulates issues already regulated in the articles of association. When entering into a shareholders agreement standard collisions may occur: shall the articles of association or the shareholders agreement supersede? As the legal situation as regards such standard collisions is unclear, it is of interest to find out if a comparison between the articles of association and shareholders agreement can clarify the legal situation. The analysis has been made possible by looking at the history. In the retrospective, arguments regarding the similarity of the articles of association and shareholders agreement are identified. Then these arguments are derived to current law to the extent possible. The analysis is also based of a description of the shareholders agreement and certain contractual aspects of interpretation. The result of the thesis is that the articles of association and shareholders agreements are similar to that extent that a comparison between the two can be conducted in order to solve standard collisions through an application of certain contractual aspects of interpretation. In this respect, firstly, the articles of association limit through its mandatory standards the issues that can be legally regulated in a shareholders agreement. Secondly, if not all shareholders are part to the shareholders agreement the parties have to do what they can to make sure the agreement is fulfilled. Finally, the duty of loyalty can be applied to determine an application of shareholders agreement that avoid standard collisions between the articles of association and the shareholders agreement.

We investigate whether multiple large shareholders (MLS) play an internal corporate governance role in mitigating agency problems between the controlling shareholder and minority shareholders in a cross-country sample of public firms. We draw our conclusion by examining the market reaction (in terms of bidder announcement period abnormal returns) to acquisition announcements made by firms with and without MLS in their ownership structure. Using an international sample of acquisition announcements made by firms with at least one large shareholder from 10 Western European and 5 East Asian countries between 1996 and 2000, we find the presence of MLS, their voting rights, relative voting power, the number of blockholders and the relative voting power of these blockholders have a positive and significant impact on bidder announcement period abnormal returns. We also find that the legal institutions such as disclosure requirement, investor protection, common-law legal origin and anti-self-dealing have positive effects on bidder announcement period abnormal returns.

In the past few years many businesses has suffered some serious setbacks and some banks have even undergone bankruptcy. That’s why Corporate Governance (CG) and Corporate Social Responsibility (CSR) have increasingly become very important in the recent years. This thesis investigates the role played by CG and CSR in business expansion. Further it examines what is CG and CSR and how it can bring about growth in a business. For better understanding of the theories we used a case study approach and chose Grameen Bank (GB) a Bangladeshi bank because of its tremendous success and growth over the years even in the middle of the turbulent financial crisis. We wish to find out the role CG and CSR played in this success critically. The expected contributions of this work will be to see the visibility of CG CSR in a bank like GB which has deviated from conventional banking models and how this has influenced its growth.

This study is to research the ¡§Corruption Prevention and Profits Promotion of Corporate Governance in our country¡¨. Recently, companies have encountered the corporate governance problems globally and indicate that corporate governance have not been fulfilled exactly. It not only failed to maximize the profit of shareholders and stakeholders, and even worse, unable to make the investment money get back. Furthermore, it will also cause bad effects that associate with the social instability and weaken the economic development. In view of the reasons that contribute to the occurrence of company scandals, most of people will think it¡¦s due to lack of monitoring and supervision of companies. But this should be merely the direct reasons. Apart form this, it has to be added with indirect causes of inability of company strategy leadership and cause financial problems to occur consequently. It¡¦s obvious that monitoring with corruption prevention and leadership work to profit promotion are two essential features of corporate governance. In the aspect of monitoring system enhancement, this paper has investigated the current supervision problems of corporate governance and provided improvement suggestions accordingly. To the issue of evaluating these two systems regarding independent directors and existing supervisors, several fundamental but important points have been reviewed and recommendations have been provided. In consideration of increasing leadership management performance and building a multi-purposes board, we recommend taking British mode of a balancing board as a good reference example. It¡¦s recommended that both characteristics of independent monitoring and excellent ability of promoting company¡¦s profit should be taken into account simultaneously when choosing directors. It¡¦s expected that the board can fulfill the duties of monitoring the company efficiently and playing the role as excellent navigator successfully to lead the company going forward continuously. It¡¦s all wish that owing to these dual functions have been stressed and developed; it can bring a new era to our corporate governance.

TSEC and OTC listed companies conduct capital increase by retained earnings and stock dividend distribution numerously and that weakens performance of return on equity (ROE), return on asset (ROA) and earnings per share (EPS) and increases stress on managements. Since Formosa International Hotels Corporation pioneered in reducing capital and returning cash to shareholders, this topic has commonly discussed in capital market. Has a company been unable to utilize cash efficiently, reducing capital followed by returning cash to shareholders is a practical option to elevate financial ratio. This study discusses the effect on stock price subsequent to announcement of reducing capital followed by returning cash to shareholders. This study adopts event study to discuss the effect on stock price after declaring reducing capital and returning cash to shareholders and the sample size covers 27 TSEC and OTC listed companies which conducted capital reduction followed by returning cash to shareholders. The results are as follows: 1.The stock price shows positive effect when a company announces reducing capital followed by returning cash to shareholders for the first time. On the date of announcement and the first date after announcement, the average abnormal returns are generated evidently. Accumulated abnormal returns reach the highest level on the date of announcement and the first two days after announcement. Therefore, announcement effect of reducing capital followed by returning cash to shareholders is effective in short term. 2.Based on regression model analysis, return on asset, ratio of reducing capital and P/E ratio are positively correlated with announcement of reducing capital followed by returning cash to shareholders.

This paper argues that the despite the apparent rejection of the shareholder primacy model by the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE Inc. v. 1976 Debentureholders, there is a strong tradition of shareholder primacy in Canada that has persisted in jurisprudence and legislative materials. The dislodging of shareholder primacy as the guiding force in directors’ duties is discordant with this tradition and per incuriam. As such, at the moment, the duty of loyalty of directors to the corporation is adrift, lacking substantive guidance from the Supreme Court. This guidance, this paper argues, can be found in the “enlightened shareholder value” model embodied in s. 172 of the United Kingdom’s Companies Act 2006 which holds to shareholder primacy while exhorting directors to adopt an inclusive approach to the interests of non-shareholder stakeholders.

This paper argues that the despite the apparent rejection of the shareholder primacy model by the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE Inc. v. 1976 Debentureholders, there is a strong tradition of shareholder primacy in Canada that has persisted in jurisprudence and legislative materials. The dislodging of shareholder primacy as the guiding force in directors’ duties is discordant with this tradition and per incuriam. As such, at the moment, the duty of loyalty of directors to the corporation is adrift, lacking substantive guidance from the Supreme Court. This guidance, this paper argues, can be found in the “enlightened shareholder value” model embodied in s. 172 of the United Kingdom’s Companies Act 2006 which holds to shareholder primacy while exhorting directors to adopt an inclusive approach to the interests of non-shareholder stakeholders.

Concentrated corporate ownership prevails in most countries, so the relationship between controlling shareholders and minority shareholders is an important principle-agent problem. Tunnelling, the transfer of assets and profit for the benefit of controlling owners, is the most important way of expropriating small shareholders. While tunnelling is rampant in emerging economies and even some developed countries, related research lacks convincing evidence. On the other hand, large shareholders sometimes use private funds to prop up firms in financial distress. Although there is plenty of anecdotal and indirect evidence on propping, it lacks direct large-sample examination. This study presents a pooled cross-sectional analysis of 4373 publicly listed companies in China between 2001 and 2004. The analysis not only examines the effects of various variables on the exploitation of related party transactions by controlling owners for tunnelling and propping, and also investigates the effects of tunnelling and propping on firm performance and valuation. The study reveals that the presence of controlling shareholders and higher control rights lead to higher levels of tunnelling. Conversely the existence of other large shareholders reduces the magnitude of tunnelling. In addition, the study shows that pyramidal-controlled firms and firms owned by the State display more incidences of tunnelling. When firms have better investment opportunity, however, their controlling shareholders tend to divert fewer funds for their private gains. It is also found that controlling shareholders offer funds to financially stricken firms under their control. This is the first study that finds direct evidence on the occurrence of propping although not all badly-performing firms are propped up. / While tunnelling negatively affects operating performance and firm valuation, propping has a positive effect on firm valuation. The occurrence and magnitude of tunnelling is greater than that of propping. Propping only occurs to partial firms in financial distress, yet there is no improvement in those firms’ performance. As propping from new controlling owners is more a way of back-door listing, they tend to engage in tunnelling when their control is secure. In short, when legal protection of minority shareholders is weak, controlling owners tend to tunnel for private benefit. Hence policymakers and regulators must recognise that to eliminate widespread expropriation, the establishment of strong corporate governance in well-functioning institutions and strong legal enforcement is important. Lower levels of tunnelling in years 2003 and 2004 justify the positive effect of stringent regulation. Yet, more needs to be undertaken beyond the legal and regulatory level such as an allowance for diversified corporate ownership and the transformation of non-floatable shares to be floated on the exchange to align interests of large and minority shareholders.