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Thesis advisor: Edward J. Kane / This paper investigates two issues: how much merger announcements surprise the market and what market responses to the announcement reveal about the motives underlying the proposed deal. Using a simultaneous-equations framework, we model investor anticipations in the first equation and abnormal returns in the second equations. Ouranalysis indicates that investors can successfully predict bidders but not target candidates. Cumulative abnormal returns to bidders whose candidacy was widely anticipated in the market prove significantly larger in magnitude than returns to bidders whose candidacy wasn't anticipated. Bidder abnormal returns differ insignificantly from zero when market expectations are met, whereas bidder returns prove significantly positive when markets are surprised that the firm made a bid. This favorable market response to the surprise in bidder identity suggests that to an important extent managerial merger motives serve shareholder interests. / Thesis (PhD) — Boston College, 2006. / Submitted to: Boston College. Carroll School of Management. / Discipline: Finance.

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O objetivo deste trabalho é analisar a relação entre práticas de governança corporativa e desempenho de 370 empresas brasileiras de capital aberto no período de 1997 a 2007. O banco de dados utilizado foi construído a partir de dados extraídos dos relatórios Informativos Anuais (IAN), fornecidos pela Comissão de Valores Mobiliários (CVM) e pela base de dados do Economática®. Para considerar a causalidade reversa entre as variáveis de governança e desempenho e tendo em vista a presença de endogeneidade, utilizou-se um sistema de equações simultâneas composto por quatros equações. Neste sistema as variáveis de governança corporativa, estrutura de capital, estrutura de propriedade e desempenho foram consideradas endógenas. Os parâmetros do modelo foram estimados com a utilização do método de mínimos quadrados de dois estágios (MQ2E) e de mínimos quadrados de três estágios (MQ3E). O teste de Hausman sugere que as estimativas obtidas por meio de mínimos quadrados de três estágios são mais apropriadas para as inferências estatísticas. Os principais resultados indicaram que a diferença entre o direito de voto e o direito de fluxo de caixa em posse do maior acionista último é negativamente relacionada com o desempenho operacional da empresa. Isto indica que empresas com maior potencial de expropriação dos acionistas minoritários pelos majoritários tendem a apresentar menor desempenho. Esse resultado confirma a hipótese de que uma maior qualidade de governança corporativa impacta positivamente no desempenho da firma. Com a utilização da metodologia empregada, também foi possível analisar a influência do desempenho da firma sobre aspectos de governança corporativa. Os resultados apontaram que, quanto maior o desempenho maior a diferença entre o direito de voto e direito de fluxo de caixa do maior acionista último. Assim, os resultados evidenciam que a adoção de práticas de governança é importante para explicar o desempenho da firma, e também indicam a existência de inter-relação entre as variáveis testadas no modelo. / The objective of this study is to analyze the relationship between corporate governance practices and performance of 370 Brazilian companies traded in the period of 1997 to 2007. The used data base was created from extracted data of Informative Annual reports (IAN), provided by Comissão de Valores Mobiliários (CVM) and by the data base of Economática®. To consider the reverse causality between governance variables and performance and in view of the presence of endogeneity, we used a system of simultaneous equations consisting of four equations. In this system, the corporate governance variables, capital structure, ownership structure and performance were considered endogenous. The model parameters were estimated using the method of two-stage least squares (2SLS) and three-stage least squares (3SLS). The Hausman test suggests that the obtained estimates through the tree-stage least squares are more appropriate for statistical inferences. The main results indicate that the difference between voting right and cash flow right at the possession of the last largest shareholder is negatively related to the company\'s operating performance. This result indicates that firms with greater potential for expropriation of minority shareholders by majority shareholders tend to have lower performance which confirms the hypothesis that a higher quality of corporate governance has a positive impact on firm performance. Using this methodology, it was also possible to analyze the influence of the firm performance on aspects of corporate governance. The results support that, the higher the performance the greater the difference between voting rights and cash flow right to the last major shareholder. Thus, the results indicate that the adoption of governance practices is important to explain the performance and also indicate the existence of inter-relationship between the studied variables.

This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.

This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline. <p>The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.

This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline. <p>The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.

This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.

O objetivo deste trabalho é analisar a relação entre práticas de governança corporativa e desempenho de 370 empresas brasileiras de capital aberto no período de 1997 a 2007. O banco de dados utilizado foi construído a partir de dados extraídos dos relatórios Informativos Anuais (IAN), fornecidos pela Comissão de Valores Mobiliários (CVM) e pela base de dados do Economática®. Para considerar a causalidade reversa entre as variáveis de governança e desempenho e tendo em vista a presença de endogeneidade, utilizou-se um sistema de equações simultâneas composto por quatros equações. Neste sistema as variáveis de governança corporativa, estrutura de capital, estrutura de propriedade e desempenho foram consideradas endógenas. Os parâmetros do modelo foram estimados com a utilização do método de mínimos quadrados de dois estágios (MQ2E) e de mínimos quadrados de três estágios (MQ3E). O teste de Hausman sugere que as estimativas obtidas por meio de mínimos quadrados de três estágios são mais apropriadas para as inferências estatísticas. Os principais resultados indicaram que a diferença entre o direito de voto e o direito de fluxo de caixa em posse do maior acionista último é negativamente relacionada com o desempenho operacional da empresa. Isto indica que empresas com maior potencial de expropriação dos acionistas minoritários pelos majoritários tendem a apresentar menor desempenho. Esse resultado confirma a hipótese de que uma maior qualidade de governança corporativa impacta positivamente no desempenho da firma. Com a utilização da metodologia empregada, também foi possível analisar a influência do desempenho da firma sobre aspectos de governança corporativa. Os resultados apontaram que, quanto maior o desempenho maior a diferença entre o direito de voto e direito de fluxo de caixa do maior acionista último. Assim, os resultados evidenciam que a adoção de práticas de governança é importante para explicar o desempenho da firma, e também indicam a existência de inter-relação entre as variáveis testadas no modelo. / The objective of this study is to analyze the relationship between corporate governance practices and performance of 370 Brazilian companies traded in the period of 1997 to 2007. The used data base was created from extracted data of Informative Annual reports (IAN), provided by Comissão de Valores Mobiliários (CVM) and by the data base of Economática®. To consider the reverse causality between governance variables and performance and in view of the presence of endogeneity, we used a system of simultaneous equations consisting of four equations. In this system, the corporate governance variables, capital structure, ownership structure and performance were considered endogenous. The model parameters were estimated using the method of two-stage least squares (2SLS) and three-stage least squares (3SLS). The Hausman test suggests that the obtained estimates through the tree-stage least squares are more appropriate for statistical inferences. The main results indicate that the difference between voting right and cash flow right at the possession of the last largest shareholder is negatively related to the company\'s operating performance. This result indicates that firms with greater potential for expropriation of minority shareholders by majority shareholders tend to have lower performance which confirms the hypothesis that a higher quality of corporate governance has a positive impact on firm performance. Using this methodology, it was also possible to analyze the influence of the firm performance on aspects of corporate governance. The results support that, the higher the performance the greater the difference between voting rights and cash flow right to the last major shareholder. Thus, the results indicate that the adoption of governance practices is important to explain the performance and also indicate the existence of inter-relationship between the studied variables.

Java applets are developed to assist in the learning of basic structural analysis concepts. In order for these programs to be easily available over the Internet, they are written in the object-oriented Java programming language. The Java programs known as applets are embedded in HTML documents. The HTML documents, part of a series of instructional units, present the topics demonstrated by the applets. The applets include truss and frame determinacy applets; a three-hinged arch bridge applet; determinate and indeterminate truss analysis applets; determinate and indeterminate frame analysis applets and an influence line analysis applet. These programs are available to any student or instructor with Internet access. The applets provide good examples of the application of object-oriented programming and the development of software for a graphical user interface. They also serve as excellent tools that facilitate the understanding of structural engineering concepts utilizing a medium that allows independent learning at an individual pace. / Master of Science