Since the mid-20th century demographic and economic changes have left older post-industrial American cities located amidst fragmented metropolitan areas and has resulted in the loss of political power accompanied by loss of economic wealth. This has left urban centers in the Northeast and Midwest United States in various states of decline. Located within the sixth largest metropolitan area in the country, the City of Camden, New Jersey is one of America's most distressed cities. During the longest period of decline and de-industrialization in the 1960s and 1970s, Camden lost nearly half of its industrial job base, more than other de-industrializing American cities and over one-third of its population. Currently, Camden's circumstances related to concentrated poverty, unemployment, failing schools and a crumbling infrastructure typify the worst consequences of urban decline. The Municipal Rehabilitation and Economic Recovery Act ("Camden Recovery Act") passed in 2002 was state-level legislation designed to intervene in Camden's municipal operations and re-structure economic development in the city in a way not seen since the Great Depression. Through the Camden Recovery Act, New Jersey's state government pumped tens of millions of dollars in additional spending into Camden for the purpose of re-positioning the city in the region through large-scale comprehensive redevelopment plans. In the process they took over virtually the entire decision-making apparatus and excluded Camden's municipal government from all but basic day-to-day governing decisions. Largely, the approach was in response to the various agendas and interests that influenced the Recovery Act: state legislators with regional agendas, county public officials seeking to bring more public investment to the city, and institutions in Camden working to revitalize the city. The politics of economic recovery in Camden lends to the discussion around the political future of older postindustrial cities in several ways. Primarily it illustrates political solutions to urban decline found at the state level with the support of a regional political coalition of urban and suburban lawmakers. Indeed, as the national economy in the United States has worsened in recent years, the fiscal health of cities has brought a renewed focus on the relationship between state and local governments. The case of Camden makes several points of comparison with state takeovers in similarly sized and situated cities. Critics of state takeovers point out that they are unconstitutional and call into question the imposition of state-appointed managers to take over control from democratically elected public officials, while proponents say it is the only way to get local government's fiscal house in order. However similar, Camden's takeover was more comprehensive than recent municipal bankruptcies and its redevelopment plans underscore the challenges faced in urban revitalization between the goals of efficiency and the values of democratic accountability. / Political Science

The Harrisburg (PA) city schools had been failing for many years, plagued by bad student performance on standardized tests, high absenteeism, poor graduation rates, and what appeared to be organizational chaos, according to media reports. The school board had hired and fired three superintendents in the space of a decade, but nothing they or their administrators did stemmed the tide of bad news. In December of 2000, Stephen Reed, the long-standing Democratic mayor of Harrisburg, instituted a mayoral takeover of the city schools under the auspices of Act 91 of 2000, commonly referred to as the Empowerment Act of 2000. His first act under the provisions of the law was to appoint a board of control, which left the elected school board little role to play. The mayor's next move was to recruit a superintendent of schools. He found Dr. Gerald Kohn, former superintendent of schools for the city of Vineland, New Jersey. The new superintendent brought with him his own hand-picked top-level management team; this resulted in a flurry of management changes (including reassignments and dismissals) among administrative staff in place before the takeover. Recognizing that such a high level of change in school governance this would create, the purpose of this case study was to examine the attitudes and perceptions of a group of administrators who attempted to bring about, or adapt to, a sea change in a troubled school district under the auspices of a city mayor who abrogated the authority of a duly elected school board, resulting to date in what seems to many interested observers as little or no progress after seven years, and in what appeared to be according to media reports a climate of controversy and turmoil. Administrators completed a pre-interview survey and then a randomly selected sub-set participated in a forty to fifty minute interviews. Both the survey and interviews focused on the four research questions: How do administrators perceive the takeover has affected their stress levels? How has it affected their job satisfaction? Has in their opinion the takeover increased or decreased the level of turmoil in the district? What do they believe is the level of confidence the public has in the job they are doing? The survey and administrator interviews were augmented by interviews with selected representative stakeholders in the district who were queried on essentially the same questions. Administrators generally reported high or very high stress levels accompanied by good or very high rates of job satisfaction. They and their stakeholder counterparts agreed that turbulence had subsided in the district since the takeover. Administrators and stakeholders split on the issue of public confidence. Administrators felt public confidence in the schools was improving; stakeholders expressed dissatisfaction with the pace of change in the district and what they perceived as unacceptably low PSSA scores. / Educational Administration

In cases concerning a hostile takeover occurring in the United States, the board of directors must fulfill the duties set forward by the Unocal test. If the board of directors succeed, it implies that the decision, regardless if it is a bad decision, is protected by the Business Judgment Rule. The Business Judgment Rule presumes that the board of directors in good faith made an informed decision in the line of the corporations’ interests. The Business Judgment Rule is inherently unique for American companies. In Sweden liability for directors is based on a culpa evaluation which in turn is based on principles deriving from tort law. This is the result from the corporate law only providing for a very limited part concerning liability. In this thesis, the different judicial systems are explained with focus on differences and similarities based on duties of the board. Moreover, the different liabilities from a Swedish and an American perspective will be discussed. Concluding, it is hard to distinguish a Swedish version of the Business Judgment Rule, however, the creation of one would most likely be beneficial since it, to a large extent, provides for a better business world. / Vid ett fientligt företagsförvärv i USA måste styrelseledamöterna visa att de uppfyller de krav som framställts genom Unocal-testet. Lyckas styreledamöterna uppfylla kraven så blir de skyddade från skadeståndsrättsligt ansvar i enlighet med the Business Judgment Rule, oavsett om beslutet ledde till en dålig affär. The Business Judgment Rule presumerar att styrelseledamöterna i god tro fattat ett välgrundat affärsbeslut som ligger i bolagets intresse. The Business Judgment Rule är unikt för amerikanska bolag. I Sverige utgår skadeståndsansvar för styrelseledamöter från en culpabedömning, vilket baseras på allmänna skadeståndsrättsliga principer då den aktiebolagsrättsliga skadeståndsdelen är begränsad. I denna uppsats redogörs de olika rättssystemen med fokus på likheter och skillnader i styrelseuppdraget. Vidare diskuteras styrelseledamöternas skadeståndsansvar utifrån ett amerikanskt och ett svenskt perspektiv. Slutligen visas det att det är svårt att se en svensk version till the Business Judgment Rule, men att en sådan troligen skulle vara att föredra då regeln ger effekter som bidrar till en bättre affärsvärld.

Essay 1: An Examination of the Efficiency, Foreclosure, and Collusion Rationales for Vertical Takeovers We investigate the efficiency, foreclosure, and collusion rationales for vertical integration using a large sample of vertical takeovers. The efficiency rationale posits that vertical integration prevents future holdup between non-integrated suppliers and customers. In contrast, the foreclosure and collusion rationales suggest that vertical integration harms competition. To distinguish between these hypotheses, we examine the wealth effects of the merging firms, acquirer rivals, target rivals, and corporate customers on announcement of vertical takeovers. Our univariate and cross-sectional results suggest that firms alter their vertical boundaries in a manner that is consistent with the efficiency rationale. Our tests do not find evidence supportive of the anti-competitive rationales for vertical integration. Essay 2: Determinants of Firm Vertical Boundaries and Implications for Internal Capital Markets In this paper, we investigate the determinants of vertical relatedness between business segments of multi-segment firms and how vertical relatedness affects the internal allocation of capital. Consistent with theory, we observe a higher degree of vertical relatedness between segments in environments likely to involve contracting problems. Further, there is a greater tendency for investments to flow towards segments with better investment opportunities as the degree of vertical relatedness between business segments in the firm increases. This indicates that internal capital markets function better in the presence of significant vertical relatedness between segments. This finding supports the Stein (1997) model, which suggests that the headquarters is able to do a better job of “winner-picking” when firms operate in related lines of businesses.

Obey the Law and Do a Little Bit Extra? The paper provides evidence on how firms’ stakeholder orientation is associated with standard measures of corporate governance using a panel of 1778 US companies during the period of 1995-2006. We construct two binary indicators, one measuring stakeholder hostility and the other stakeholder friendliness using data from KLD ratings agency. Based on these indicators, we classify firms into four groups representing stakeholder hostile, neutral, friendly and ”friendly and hostile” firms. Our results show that both stakeholder friendly and hostile firms tend to have significantly lower insider ownership, smaller option grants, lower pay-performance sensitivities, larger boards, older executive officers and directors, lower institutional ownership and larger number of anti-takeover defenses than the firms in the neutral group. We also find that the probability of stakeholder hostile activity is positively related to the strength of corporate governance, but the effect is insignificant except in local and global community areas. A possible explanation is that in these areas stakeholders are protected mainly by ethics and social norms rather than by various regulations that is commonplace in labour, environment and customer related areas. These findings lend support for the idea that stakeholders are best protected by various regulations. Corporate Governance and Workplace Safety. This paper examines how the weakening in corporate governance affects workplace safety. We use anti-takeover laws in the US in the 1980s as a source of variation in corporate governance. Our measures of workplace safety are the number of violations of OSHA workplace safety regulation, penalties paid for these violations, the number of accidents and employees’ complaints about their workplace safety. We find that firms affected by the regulation presented significantly more workplace safety violations and penalties than otherwise similar firms that were not affected by the regulation. Accidents and complaints tend to decrease as a result of the anti-takeover regulation, but the results are not entirely robust. We also document that the increase in workplace safety violations was significantly smaller in unionized firms. This suggests that unions can play an important role in curbing managerial discretion. How Responsible is Private Equity? The financial success of leveraged buyout targets (LBOs) is frequently associated with deteriorating conditions for other stakeholders, such as workers, customers, suppliers, tax-payers and society as a whole. We obtain a comprehensive set of stakeholder ratings for a sample of 373 LBOs and examine the pre-and post-LBO performance of these ratings. LBO targets are characterized by weak stakeholder relations across a number of measures compared to their peers, in terms of corporate governance, transparency, employee relations and community relations. Controlling for this selection, we do not find systematic evidence in favor of the idea that private equity funds gain at the expense of other stakeholders. Private equity ownership alters targets in the direction of higher pay, improved work-life benefits, increased charitable giving, and decreased concerns related to retirement benefits, adverse economic impact, tax disputes, unfair marketing practices and antitrust problems. / Diss. Stockholm : Handelshögskolan, 2010; Sammanfattning jämte 3 uppsatser.

In Sweden, firms that file for bankruptcy are all auctioned off either piecemeal or as going concerns. Upon filing, managers lose control of the firm. In contrast, in the U.S. managers retain control by selecting to renegotiate the financial claims on the firm under court-supervision (Chapter 11). This thesis addresses the ongoing debate as to whether a Chapter 11-style renegotiation option is valuable to the firm’s securityholders. The optimal bankruptcy system depends on how well the auction system itself functions as well as on the extent to which managers misuse the renegotiation option to their own benefit (the agency problem). While there is substantial evidence on Chapter 11 cases, the thesis provides some first evidence on the workings of a pure auction system using Swedish data. The first essay examines direct costs, creditor recovery rates and auction premiums in Sweden, and compares the results to extant evidence on U.S. Chapter 11 cases. Overall, the results suggest that mandatory auctions provide a relatively cost-efficient bankruptcy procedure, producing recovery rates that are similar to those reported for much larger firms in Chapter 11. Moreover, auction premiums are significant and tend to increase with industry distress, which contradicts arguments that financially distressed firms sell assets below their true value. The second essay provides some first evidence on managerial compensation, turnover and corporate performance following Swedish bankruptcy auctions. The evidence indicates that mandatory auctions act as a substantial managerial disciplinary force: CEOs typically incur significant compensation losses and a majority of CEOs lose their job through the auction. Nevertheless, the operating profitability of the auctioned firms is typically at par with industry norms. Thus, although CEO wealth effects and turnover rates are dramatic, there is little support for the argument that managers in an auction bankruptcy system tend to delay filing at the detriment of the firm's going concern value. Essays three and four take a broader perspective on corporate restructurings. The third essay examines alternative econometric explanations for the lack of stock market gains to bidder firms reported in the literature. The analysis, which uses a large sample of Canadian targets, provides new evidence consistent with the proposition that the measured gains to relatively large, frequent acquirors reflect an attenuation bias produced by event-study econometrics. Moreover, the results suggest that mergers between relatively equal-sized firms, and which have not generated anticipation of future acquisition activity, tend to produce significantly positive bidder gains. This supports the use of mergers also as an alternative to bankruptcy. / <p>Diss. Stockholm : Handelshögskolan, 1998</p>

Taking a sociological perspective on the market for corporate control this thesis calls into question financial capitalism with its preference for clear shareholder-value governance of the corporation. The institutional setting chosen to show this is Sweden, with its particularly shareholder friendly governance regime and its very active takeover market. To this is added three longitudinal case studies of cross-border hostile takeover processes during the sixth takeover wave in Europe. These reveal that the success of cross-border hostile bids has little to do with the theory of the market for corporate control, as a market where contests enable “good managers” to win over “bad managers”, with the overarching goal of enhancing wealth creation for society at large. Instead the most successful actors on a market for corporate control are those who best understand that market’s power dynamics – including the use of regulatory and moral arbitrage between different national frameworks and the leveraging of short-termism of institutional investors. The case studies are then analyzed in relation to the revised Swedish takeover rules of 2009. This shows that the revision did not address the problems detected, focusing instead on enhancing deal making and further limiting the board’s ability to work for long term value creation. As a whole this thesis calls for a development of a theory of a market for corporate control that in a more sustainable way will enable board of directors to focus on the corporation as value accretive entity. Sophie Nachemson-Ekwall has conducted her PhD work at the Stockholm School of Economics and is today a researcher
at the Center for Management and Organization at the Stockholm School of Economics Institute for Research (SIR). She has a background as a prize winning financial journalist for over 20 years and has co-authored three books about delicate issues in large Swedish corporations. / <p>Diss. Stockholm : Handelshögskolan, 2012</p>

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.

One of the objectives of the Securities Regulation Code on Takeovers and Mergers ("the Code") was to achieve neutrality of treatment of minority shareholders in takeover situations irrespective of the method employed to effect the takeover. This objective has not yet been achieved despite the inclusion of Rule 29 in the Code. Different levels of minority protection apply depending on the method used to effect a takeover. Asset takeovers are also excluded from the ambit of the Code. It is suggested that capital reductions and security conversions be prohibited to effect a takeover unless the Code is applicable to the transaction. The scheme of arrangement procedure, with certain suggested amendments, should be retained as a takeover method. It is further suggested that section 228 of the Companies Act be amended to ensure greater minority shareholder protection but that asset takeovers not be included within the ambit of the Code at this stage. / Private Law / LL.M.

One of the objectives of the Securities Regulation Code on Takeovers and Mergers ("the Code") was to achieve neutrality of treatment of minority shareholders in takeover situations irrespective of the method employed to effect the takeover. This objective has not yet been achieved despite the inclusion of Rule 29 in the Code. Different levels of minority protection apply depending on the method used to effect a takeover. Asset takeovers are also excluded from the ambit of the Code. It is suggested that capital reductions and security conversions be prohibited to effect a takeover unless the Code is applicable to the transaction. The scheme of arrangement procedure, with certain suggested amendments, should be retained as a takeover method. It is further suggested that section 228 of the Companies Act be amended to ensure greater minority shareholder protection but that asset takeovers not be included within the ambit of the Code at this stage. / Private Law / LL.M.