Le présent mémoire analyse les dispositions sur l'arrangement ou compromis avec actionnaires prévues aux articles 192 de la Loi canadienne sur les sociétés par actions et 49 de la Loi sur les compagnies du Québec. Dans un premier temps, l'étude de la genèse des dispositions sur l'arrangement dans les lois canadiennes fait ressortir que ces dispositions ont une origine commune et qu'elles partagent une même philosophie, caractérisée par une dualité entre la permissivité des transactions et la protection des épargnants. L'étude des fondements juridiques des mécanismes prévus dans la loi fédérale et provinciale permet ensuite de réaliser que, alors qu'à l'origine, la disposition québécoise était en quelque sorte le calque de la disposition fédérale, cette dernière a été modifiée postérieurement à la réforme de la loi fédérale, de sorte que plusieurs différences distinguent aujourd'hui ces deux lois au chapitre de l'arrangement. Dans un contexte où des démarches ont été entamées afin de réformer la loi provinciale, la question à laquelle ce mémoire tente de répondre peut se poser en ces termes: La « nouvelle disposition» d'arrangement adoptée par le législateur fédéral rencontre-t-elle mieux les objectifs de permissivité des transactions et de protection des épargnants que la disposition québécoise qui, pour sa part, est demeurée pratiquement inchangée depuis son adoption? L'étude parallèle de ces dispositions permet de constater que la «nouvelle disposition» d'arrangement de la L.c.s.a. semble davantage rencontrer ces objectifs. / This thesis studies the arrangement procedure under section 192 of the Canada business corporations Act and the arrangement or compromise with shareholders procedure under section 49 of the Quebec's Companies Act. At the very beginning of this work, the study of the history of the arrangement procedure and its arrival in the canadian laws demonstrates that these provisions have a common origin and that they share the same philosophy, caracterized by a duality between the permissiveness of the transactions and the protection of investors. This history of this mechanism also emphasizes that, despite the fact that the provincial provisions were at the beginning a copy of the federal provisions, we find several differences between them today. In a context in which the legislator has already taken some steps in order to reform the Quebec's Company Act, this thesis endeavours to answer the following question: Does the "new arrangement procedure" under section 192 of the Canada business corporations Act meets the objectives of permissiveness and protection better than the arrangement procedure under section 49 of the Quebec's Companies Act, which has remained practically unchanged since its adoption? The comparison between the two arrangement procedures suggests an affirmative answer to this question.

Zugl.: Berlin, Humboldt-Universiẗat, Diss., 2007.

Univ., Diss.--Frankfurt am Main, 2003. / Literaturverz. S. 246 - 275.

No description available.

The diploma thesis deals with takeover techniques and regulation of takeovers in the Czech law system. In the theoretical part of the paper there are explained key definitions and general facts concerning with takeovers. The main theme of the theoretical part analyzes the most frequent takeover techniques. The paper studies how particular techniques work. It also takes into account expert discussions about the takeover theme. The takeover laws of the Czech Republic are analyzed in the second part of the diploma thesis. The paper contains a synthesis of theoretical findings and regulation of corresponding laws. It reveals practical use of particular takeover techniques in the Czech Republic.

The Domain Name System (DNS) oversees the internet's architecture, providing pointers to both internal and external services. Consequently, enterprises increase their attack surface while simultaneously increasing their exposure to potential cyber threats. Subdomain takeovers happen when a subdomain leads to a website that no longer exists. As a result, the subdomain will be in control of an attacker. A compromised subdomain may be the access point to many attacks like information threats, phishing attacks, infrastructure intrusion and many more. Subdomain takeover attacks are one of the overlooked attack surfaces related to cyber security. This thesis aims to investigate the subdomain takeover attacks, how the attacks happen, the attack methodology by an attacker and drawbacks in the current strategies and tools, which are countermeasures for subdomain takeover attacks. The research focuses on resolving an intrusion from happening within the perspective of an enterprise standpoint. A new custom framework which resolves the subdomain takeover attacks was developed. A comparative study of the newly developed framework and the existing open-source tools and their response to an attack scenario too is made. Also, a comparison of the leading cloud platforms was conducted and their existing security features and mitigation measures for similar attacks and threats.

No description available.

<p dir="ltr">Automated Driving Systems (ADS) have evolved significantly over the past decade. With conditionally automated driving systems still requiring constant driver supervision and human intervention upon system request, a driver’s readiness to take over from an ADS has significant safety implications. Research suggests that drivers using ADS are more likely to engage in non-driving-related tasks (NDRTs), and this engagement can deteriorate takeover performance. However, different NDRTs can involve engagement of physical, visual and/or cognitive resources, which all can affect the takeover process in different ways. The potential interaction effects among these factors may be the cause of mixed empirical findings regarding the influence of NDRT engagement on takeover readiness and performance. Additionally, with more advanced ADS, takeover scenarios are likely to be less urgent. Yet, the ways in which drivers behave in response to a takeover request to intervene during such less urgent scenarios while engaged in NDRTs is still not well understood.</p><p dir="ltr">The purpose of this dissertation is to provide a better understanding of drivers’ response behavior during a conditionally automated vehicle takeover process by analyzing drivers’ motor, visual, and cognitive readiness in response to a takeover request (TOR). The work was completed in two phases. The first phase focused on the effects of pre-takeover visual engagement on takeover readiness in urgent situations. Two experiments were conducted as part of this first phase. Particularly, Study 1 investigated drivers’ post-TOR visual attention allocation and cognitive readiness after continuous visual NDRT engagement before a TOR. Study 2 examined drivers’ pre-TOR visual attention allocation and takeover performance both during and after voluntary engagement with visual NDRTs. The second phase used a non-urgent takeover scenario to investigate drivers’ takeover behavior and visual attention allocation when prioritizing the engagement of visual-manual NDRTs that differed in terms of cognitive engagement levels.</p><p dir="ltr">Study 1 required continuous visual attention in NDRTs and manipulated only the location of visual attention before an auditory TOR. Dependent measures included duration, location, and directness eye-tracking measures after the TOR, as well as freeze-probe cognitive readiness scores. Overall, delayed visual attention re-allocation in the driving scene, less dispersed gaze patterns, and worse perception and comprehension of road hazards were associated with off-road visual NDRT engagement. In addition, no significant benefit of enforcing on-road visual attention before the TOR, compared to the baseline condition without NDRT requirements, were found. These findings highlight the need to investigate the effects of more naturalistic NDRT engagement on takeover attention reallocation and takeover performance.</p><p dir="ltr">Study 2 complemented Study 1 by allowing voluntary switching of visual attention between the NDRT and the driving scene prior to the TOR, with the driving task being a priority. In addition, Study 2 investigated drivers’ takeover quality and understanding of the takeover scene using the appropriateness of their takeover decisions. Dependent measures were pre- and post-takeover eye-tracking measures, aligning to those used in Study 1, in addition to motor response measures, longitudinal and lateral vehicle control measures, and decisions made in response to a road obstacle. Overall, the driver’s post-TOR behaviors were not significantly affected by NDRT conditions, but visual NDRT-induced differences in gaze distribution were associated with the appropriateness of takeover decisions.</p><p dir="ltr">Finally, Study 3 used knowledge from prior studies to isolate the effects of different levels of cognitive engagement in real-world visual-manual NDRTs. The purpose was to investigate the effects of cognitive engagement on drivers’ visual attention allocation before and during the takeover, as well as on takeover performance in non-urgent takeover scenarios, where NDRT engagement was a priority. Dependent measures included eye-tracking measures, takeover response time, and vehicle control measures, used in prior studies. In summary, engagement in NDRTs with higher levels of cognitive engagement resulted in significant differences in pre-TOR visual attention allocation and less stable takeover maneuvers.</p><p dir="ltr">The findings from this work contribute to a better understanding of the effects of different components of NDRT engagement on takeover performance in conditionally automated driving systems. Ultimately, this work can contribute to improving the design of next-generation human-machine interfaces in surface transportation, including driver monitoring systems and in-vehicle displays, that promote safer human-automation integration in future ADS.</p>

Being able to predict a merger or acquisition before it takes place could lead to an investor earning a premium, if they owned shares of the targeted firm before the merger or acquisition attempt is announced. On average acquiring firms pay a premium when acquiring or merging with a targeted firm. This study uses publicly available financial information for 7,267 attempted takeover targets and 52,343 non-targeted firms for the period January 3, 2000 through December 31, 2007 to estimate (using logit) predictive models. Financial ratios are constructed based on six hypotheses found in the literature. Although statistical evidence supports a few of the hypotheses, the low predictive power of the models does not indicate the ability to accurately predict targeted firms ahead of time, let alone with any economic significance.

This thesis deals with takeovers in the Czech environment according to the Insolvency Act No. 182/2006 Coll., which passed an amendment to the 1. 1. 2008. There are methods of resolving insolvency of the debtor and principles of insolvency proceedings which should be followed during the insolvency process. Work distinguishes friendly and hostile takeover. The theoretical part provides an overview of possible ways of takeover, the reasons that motivate new owners to think about a possible takeover and globally applicable defense strategies. Another theoretical starting point is consideration of the reorganization of the company, which may be conducted by both the debtor and of the creditor(s). The practical part describes the hostile takeover of SAZKA from its history, through description of the key moments of crisis to insolvency proceedings which resulted in the bankruptcy of the debtor. Subsequent hostile takeover was directed by PPF and KKCG, which bought up commitment wagers and therefore became important creditors (controlling the betting and lottery activities) and later winner of the tender for the sale of the entire company. This case is a textbook example of takeover of the company, which had fallen into financial distress. The battle for the largest lottery company in the country was very hard, long and eventually resulted in a very profitable business, which fell into the arms of a single owner.