Submitted by Automa??o e Estat?stica (sst@bczm.ufrn.br) on 2018-04-03T15:23:22Z No. of bitstreams: 1 YuriGomesPaivaAzevedo_DISSERT.pdf: 534625 bytes, checksum: f1f04067c2b7559d6f332d54207948a0 (MD5) / Approved for entry into archive by Arlan Eloi Leite Silva (eloihistoriador@yahoo.com.br) on 2018-04-10T23:15:49Z (GMT) No. of bitstreams: 1 YuriGomesPaivaAzevedo_DISSERT.pdf: 534625 bytes, checksum: f1f04067c2b7559d6f332d54207948a0 (MD5) / Made available in DSpace on 2018-04-10T23:15:49Z (GMT). No. of bitstreams: 1 YuriGomesPaivaAzevedo_DISSERT.pdf: 534625 bytes, checksum: f1f04067c2b7559d6f332d54207948a0 (MD5) Previous issue date: 2018-02-26 / Este estudo tem por objetivo investigar se as poison pills exercem influ?ncia no n?vel de gerenciamento de resultados das companhias listadas na B3. Para isso, foram coletados dados referentes ? presen?a desse dispositivo anti-takeover bem como de cl?usulas acess?rias ?p?treas? associadas ?s poison pills nos estatutos sociais de 225 companhias n?o-financeiras. As informa??es necess?rias para estima??o dos accruals discricion?rios pelo modelo proposto por Dechow, Sloan e Sweeney (1995), assim como as vari?veis de controle inseridas no modelo econom?trico, foram obtidas por meio da base de dados Bloomberg?, compreendendo o per?odo 2010-2016. Com base nos resultados, verificou-se que a ado??o das poison pills n?o exerce influ?ncia significativa no n?vel de gerenciamento de resultados. Entretanto, a inexist?ncia dessa rela??o n?o sinaliza que essas companhias n?o est?o envolvidas em pr?ticas de gerenciamento de resultados, uma vez que a dummy Poisonpill n?o se apresenta estatisticamente distinta do grupo base, composto por companhias que n?o adotam poison pills e que apresentam rela??o negativa e significativa com os accruals discricion?rios. Por fim, no contexto nacional, foram encontradas evid?ncias de que as cl?usulas ?p?treas? podem ser inseridas nos estatutos sociais visando exacerbar o n?vel de gerenciamento de resultados, visto que os achados demonstram que as poison pills com cl?usulas ?p?treas? efetivamente se diferenciam das poison pills, apresentando rela??o positiva e estatisticamente significativa com os accruals discricion?rios. / This study aims to investigate if the poison pills influences on the earnings management level of the companies listed in B3. For this, data were collected regarding the presence of this antitakeover device as well as of ?eternity? accessory clauses associated with the poison pills in the bylaws of 225 non-financial companies. The informations that are necessary to estimate the accruals discretionary by the model proposed by Dechow, Sloan and Sweeney (1995), as well as the control variables inserted in the econometric model, were obtained through the Bloomberg? database, comprising the period 2010-2016. Based on the results, it was verified that the the adoption of the poison pills doesn?t have a significant influence on the earnings management level. However, the non-existence of this relationship doesn?t indicate that these companies are not involved in earnings management practices, since the Poisonpill dummy is not statistically distinct from the base group, which is composed by companies that do not adopt poison pills and that present negative and significant relation with the discretionary accruals. Finally, in the national context, evidence has been found that "eternity" clauses can be inserted into the bylaws to exacerbate the level of earnings management, since the findings demonstrate that poison pills with "etenity" clauses effectively differentiate themselves of the poison pills, presenting a positive and statistically significant relation with discretionary accruals.

O presente trabalho objetiva analisar a oferta pública para aquisição do controle de companhia aberta, na França e na União Europeia, sendo que, ao longo do seu desenvolvimento, serão feitas comparações pontuais com o direito brasileiro. Na conclusão, serão apontados aspectos relativos à disciplina da matéria analisada à luz do direito estrangeiro que possam ser adaptados e adotados pelo direito pátrio, bem como aspectos deste último que possam ser aproveitados pelo direito estrangeiro. Este estudo é relevante, em primeiro lugar, porque a internacionalização das ofertas públicas é um fenômeno que, conquanto não seja recente, se desenvolveu consideravelmente nos últimos anos, devido, sobretudo, à mundialização da economia, à globalização e à ausência de fronteira entre os mercados; em segundo lugar, em razão do desenvolvimento do mercado de capitais brasileiro, já que, com a existência de companhias que possuam estrutura acionária em que inexista um único acionista ou grupo de acionistas detentores da maioria do capital votante, tornou-se viável a ocorrência de tais operações no Brasil. / The objective of this paper is to analyze takeover bids (or tender offers) aiming at acquiring control of public corporations in France and European Union, whereas throughout its development specific comparison with Brazilian law will be performed. As a conclusion, it will be pointed out aspects of the discussed subject matter in the light of foreign law, which can be both adapted and adopted by national law, as well as aspects of the latter which can be availed by foreign law. Firstly, this study is relevant since the internationalization of takeover bids (or tender offers) is a phenomenon that, while not new, has developed substantially in the last years, mainly due to economic globalization along with lack of boundary among markets. Secondly, on grounds of the Brazilian capital market development as it has become feasible such operations in Brazil under the existence of companies which have shareholding structure, in which there was no single shareholder or group of shareholders holding the majority of the voting capital.

Des événements auxquels sont confrontées les PME, la transmission est l'un des plus importants. Celui-ci va en effet affecter les fondements, la propriété et le pouvoir de gestion, remettant en cause la relation Cédant/Repreneur/Salariés. En effet, chacune des parties prenantes agit selon des processus différents. Alors que le cédant doit réussir à faire le deuil de son entreprise, le repreneur doit limiter les résistances au changement et se faire accepter. Enfin, le personnel en place doit faire preuve de coopération. Cette recherche vise à s'intéresser plus particulièrement aux salariés clés du cédant qualifiés ici de Noyau dur humain. Plus précisément, il s'agit d'évaluer l'impact du maintien du Noyau dur dans le succès de la transmission/reprise. Afin d'appréhender le concept de Noyau dur, il a été retenu la théorie des Actifs Spécifiques Humains (ASH) et plus précisément la théorie des Actifs Spécifiques Humains Imparfaitement Transférable (ASHIT) ainsi que le Mix social. Basés sur une étude de cas multiples, les résultats soulèvent l'existence d'un Noyau dur humain « latent » et montre l'intérêt de maintenir le Noyau dur humain de l'entreprise qui représente une extension fructueuse du concept de Noyau dur humain du cédant. Au final, un outil d'aide à la gestion et au pilotage des PME reprises axés sur le management du Noyau dur humain a été proposé. / Of all the events with which SMEs are confronted, takeover is one of the most important. It can have an effect on foundations, property and power of management, while bringing into question the seller / buyer / employee relationships. Indeed, each of the stakeholders acts according to different processes. While the assignor has to manage the mourning of his company, the rescuer has to limit resistances to change and be accepted, and staff, for their part, have to cooperate. This research takes a particular interest in the key employees of the assignor, qualified here as ?human hard core?. More precisely, it looks to estimate the impact of the preservation of the Hard core in the success of a takeover. In order to comprehend the concept of Hard core, the theory of the Human Specific Assets (HAS) has been considered and, more exactly, the imperfectly Transferable Human Specific theory of Assets (ASHIT) as well as the social Mix. Based on a study of multiple cases, the results raise the idea of the existence of a "latent" human hard core and show the advantages of maintaining the human hard core of the company which represents a fruitful extension of the concept of human hard core of the assignor. Finally, a support tool to assist the management and piloting of SMEs which centered on the management of the human Hard core was proposed.

Cette thèse vise à analyser les aspects juridiques du rôle joué par les acteurs ayant une stratégie actionariale de court-terme (hedge funds,...) dans le cadre des offres publiques d'acquisition. Outre l'identification de ces acteurs et la description des méthodes employées, il s'agit aussi de s'interroger sur les moyens à disposition de la société cible pour se défendre et de se demander si des évolutions législatives ne seraient pas nécessaires. / The purpose of the Phd is to analyze questions raised by short-termism in takevoer bids. As a matter of fact, some shareholders only have short-terme strategies (such as Hedge funds,...) and takeover bids provide some fantastic arbitration opportunities. First, one should clearly identify these actors. Products which might be used in such situation will also have to be studied. Second, one should analyze which defence could provide the target. Third, a study of the opportunity or repealing or amending french legislation on these issues will be done.

This is a research analysis on whether the Companies Act 71 of 2008 (the Act) balances the competing rights and interests of stakeholders affected by an affected transaction and fundamental transaction, and the remedial procedures triggered by these transactions. The new regime relating to fundamental transactions and affected transactions in the Act has, in practice, presented a number of legal questions, the answers to which are not readily apparent from the Act itself.1 These innovative provisions have also brought with them some fear and anxiety for a number of small and medium sized private companies as the administrative duties associated with the regulation of these transactions are fairly onerous and costly.2 The Companies Act 71 of 2008 aims:  “to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of foreign companies carrying on business within the Republic;  to define the relationships between companies and their respective shareholders or members and directors;  to provide for equitable and efficient amalgamations, mergers and takeovers of companies;  to provide for efficient rescue of financially distressed companies; to provide appropriate legal redress for investors and third parties with respect to companies;  to establish a Companies and Intellectual Property Commission and a Takeover Regulation Panel to administer the requirements of the Act with respect to companies, to establish a Companies Tribunal to facilitate alternative dispute resolution and to review decisions of the Commission;  to establish a Financial Reporting Standards Council to advise on requirements for financial record-keeping and reporting by companies;  to repeal the Companies Act, 1973 (Act No. 61 of 1973), and make amendments to the Close Corporations Act, 1984 (Act No. 69 of 1984), as necessary to provide for a consistent and harmonious regime of business incorporation and regulation; and  to provide for matters connected therewith.” 3 The Act aims for a more flexible approach that has a balance between accountability and transparency, with less regulatory burden. / Mini Dissertation (LLM (Corporate Law))--University of Pretoria, 2020. / Mercantile Law / LLM (Corporate Law) / Unrestricted

The objective of this research is to assess whether the financial markets impute motives to bidding firm managers in setting the new equilibrium share price at the time a tender offer is announced.

Supportive fan bases in live events are more than casual viewers. They are the result of an active audience who have shifted the power dichotomy between producers and viewers via their range of participation. Drawing from scholars like Jacques Ranciere, Henry Jenkins, and Adam Alston, this essay uses Evermore Park in Pleasant Grove, UT, as a case study to review levels of engagement within spectatorship, and particularly how fandom can lead to audience takeover of immersive spaces. Evermore Park is a unique site that sits at the intersection of all three performance genres--immersive theater, park studies, and live action role-play. It is ripe for takeover as the producers encourage audiences to participate in increasingly liberal ways. This paper specifically focuses on the powerful position of the "fan" to contest producers and take over the space through their influence over the narrative, costume design, and online presence.

In Los Angeles, the charter movement has gained incredible momentum as Charter Management Organizations take over troubled public schools in working class neighborhoods and communities of color. In Watts, a Latino and African American working class neighborhood, Locke High School had long stood as a troubled school in the Los Angeles Unified School District. After decades of low test scores, violence, and astronomical dropout rates, Green Dot Public Schools took over the campus and, in 2008, opened Locke as a public charter school under its management. This study examined the perceptions, experiences, and stories of five 12th-grade students at Locke whose high school was taken over. These students described the impact this charter takeover had on their social, academic, and personal lives. Using qualitative research methodology, this study utilized student-created photo essays, in-depth semistructured interviews, and a focus group. Though the media prematurely labeled the takeover a success, the students‘ views differed. They described how the takeover helped them academically, but failed to give them a rigorous college preparatory curriculum. The takeover also failed to meet their social needs. These students discussed how the takeover improved the Locke campus, but failed to make ongoing improvements throughout the school. Students offered their stories and counterstories to the mainstream media, which applauded the changed atmosphere. They reminisced about the past, mourned social loss, complained of uniforms and strict compliance to rules, and hoped for additional changes. These students added personal voices to the takeover of their high school.

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This dissertation includes three chapters which are three papers on banking mergers and acquisitions. Bank failure and bank takeover are major risks which cause a bank to cease to exist, and Chapter 1 focuses on analyzing the factors which indicate bank takeover target vs. bank failure. The target banks would be integrated into acquiring banks, and the performance of the acquiring banks may change post the takeovers. Therefore Chapter 2 focuses on the impact of bank acquisition on the acquiring bank in the U.S.. Chapter 3 focuses on the prediction field and compares two different methodologies (multinomial logistic regression and machine learning method of XGBoost) on the prediction of bank failure or takeover. Chapter 1, titled FACTORS THAT INDICATE BANK TAKEOVER TARGET VS. BANK FAILURE, analyzes the mergers and acquisitions data for the US banking industry from 2001 to late 2015, using both multinomial logistic method and competing risk proportional hazard method, to see how the financial ratios and bank specific features affect the risk of bank failure, bank takeover by a correlated bank under the same ultimate parent bank holding company, and bank takeover by an independent bank with a different ultimate parent bank holding company. This chapter also analyzes the characteristics of failed banks and the target banks in different stages in the financial economic cycle. The results show that the failed banks or the banks which were taken over by independent banks have lower capital ratio, higher real estate loan ratio and commercial and industrial loan ratio, higher non-performing loan ratio, lower after tax profit ratio, higher operating profit ratio, higher liquidity ratio, younger age and smaller asset growth ratio than the baseline banks which continue to operate as usual during the through the cycle period. One notable difference between these two risks is that failed banks tend to be of bigger size, while the acquired banks tend to be of smaller size. Banks which were taken over by correlated banks exhibit higher equity ratio, higher commercial and industrial loan ratio, lower after tax profit ratio, lower liquidity ratio, bigger size, smaller asset growth ratio and younger age compared to the baseline banks which continue to operate as usual during the through the cycle period. The results show the three risk events are subject to some extent of sensitivity to different stages in the financial economic cycle, with the risk of bank takeover by a correlated bank has most sensitivity. The results also show there is small sensitivity observed for the factors indicating the three risks to the methodology utilized. Chapter 2, titled IMPACT OF BANK ACQUISITION ON THE ACQUIRING BANK IN THE U.S., focuses on the merger and acquisition activities in the U.S. banking industry between 2003 and 2014 and analyzes the data to see the effects of the merger and acquisition on the acquiring banks' performance post the event. This chapter selects performance measures of financial ratios implied in CAMEL measure, uses both group time difference-in-difference method and quantile difference-in-difference method to see the impacts. The results show that not all the financial ratios have been significantly impacted by the merger and acquisition, and the impacts show some variations depending on which stages in an economic cycle the mergers and acquisitions are conducted in. Equity ratio, commercial and industrial loan ratio, delinquent assets ratio, non-performing assets ratio and return on equity ratio show significant impact from the mergers and acquisitions for all the three stages across the economic cycle. The results also show that there are variations of merger and acquisition effects on the performance measures depending on whether they are in high end or low end of their distributions. Chapter 3, titled PREDICTION OF U.S. BANK STATUS USING MACHINE LEARNING VS. MULTINOMIAL LOGISTIC REGRESSION, compares multinomial logistic regression methodology with machine learning method of eXtreme Gradient Boosting (XGBoost), to see which methodology can give better prediction on two types of risk events faced by U.S. banks, namely bank failure and bank takeover, using the features consisting of financial ratios on the data from 2002 to 2014. This paper also compares the most important features in each methodology. Beyond that, this paper explores SHapley Additive exPlanations (SHAP) analysis to interpret how bank features influence these two types of risk events from XGBoost method. The results show that XGBoost method gives better prediction accuracy if both developing the model and evaluating the performance on the whole length of US banking mergers and acquisitions data from 2002 to 2014, but the outperformance of XGBoost method is not obvious if developing the model in restricted in-sample data (from 2002 to 2010) and evaluating the performance using the out-of-sample data (from 2011 and 2014). Both two methodologies can give better prediction accuracy on the risk of bank failure than the risk of bank takeover. In addition, the most important features from XGBoost method and multinomial logistic regression method are highly aligned, with non-operating expense ratio, net after tax income ratio, equity ratio, non-performing asset ratio are the top important features. Finally, the SHAP analysis on XGBoost model shows that the features contribute to the targeted risks in a non-linear way. / Economics