Dissertations / Theses on the topic 'Contingency Contracts'

[Thesis (M.B.A.)--Naval Postgraduate School, December 2003.]
[MBA professional report] [Thesis advisor(s): R. Marshall Engelbeck, Rob B. Tudor.] [Authors: Kenneth Burger, Jonathan Kehr, Brian Wobensmith.] Also available online.

Financial incentives for health have recently received increasing attention, but are subject to ethical concerns surrounding their fairness and coerciveness. Monetary Contingency Contracts (MCCs), which require individuals to deposit money, refunded contingent on reaching a goal, are a potential alternative strategy. This thesis aimed to explore the utility of MCCs in the treatment of overweight and obesity. Firstly, a review evaluated systematically the evidence for weight loss-based MCCs. Findings indicated a significant small-to-medium effect of MCCs on both weight loss and participant retention during treatment, but no significant effects post-treatment. Several intervention characteristics were associated with greater weight loss (group refunds; deposit paid in instalments; participant-set deposit size; use of additional behaviour change techniques) and greater retention (deposit paid as one lump sum; researcher-set deposit size; refunds delivered on an all or nothing basis; refunds contingent on attendance at classes). The findings also revealed that little evidence is available on certain types of MCCs such as those in which refunds are contingent on both the weight loss of an individual and a weight loss partner (pair-based MCCs). In studies 1 (N=56) and 2 (N=14), questionnaires and semi-structured interviews provided an indication of the likely engagement with and acceptability of various types of MCCs for overweight and obese individuals in the UK. In study 1, participants showed a reluctance to pay into pair-based MCCs. Study 2 suggested this stemmed from fear of lack of partner reciprocation, but that emphasising the usefulness of partner contact may encourage participation. Finally, a pilot study was conducted to explore the feasibility and efficacy of a weight loss intervention employing pair-based MCCs. Pair-based MCCs were significantly more effective in reducing adiposity (but not weight loss) compared to individual MCCs or a comparison condition. Findings will contribute to the evidence base for the feasibility and utility of administering weight loss-based MCCs in the UK.

The main objective of the dissertation is to evaluate and compare higher education financing instruments in regard to their practical advantageousness. None of the publications covering higher education financing so far have dealt with the question of practicability and market acceptance of the different higher education financing instruments currently being offered. The author intended to close this gap, providing a practical analysis of the mode of operation as well as a thorough comparison of private higher education financing instruments in respect to their applicability.

The main objective of the dissertation is to evaluate and compare higher education financing instruments in regard to their practical advantageousness. None of the publications covering higher education financing so far have dealt with the question of practicability and market acceptance of the different higher education financing instruments currently being offered. The author intended to close this gap, providing a practical analysis of the mode of operation as well as a thorough comparison of private higher education financing instruments in respect to their applicability.

Behavioral contracts were used to reduce the socially inappropriate and stigmatizing behaviors of adult men diagnosed with an intellectual disability. All three participants were residing in an intensive residential habilitation facility and receiving 24 hour supports due to the intensity of their problem behaviors. A multiple baseline across subjects with a series of reversals within the intervention phase was used to compare and evaluate the effectiveness of two types of behavioral contracts: one based on the function of the behavior and the other based on highly preferred items. Brief functional analyses were conducted to determine the function of the participants' problem behavior and multiple stimulus without replacement preference assessments were conducted to establish a hierarchy of highly preferred items. Based on the results of the brief functional analyses, all three participants' problem behaviors were likely to be maintained by attention. Results showed that the behavioral contracts resulted in a substantial decrease in maladaptive behaviors for all of the participants and, conversely, an increase in the use of functionally equivalent replacement behaviors; one of the participants showed differentiation between the treatment conditions, indicating that a functional approach might be more beneficial for some individuals.

Many students with intellectual disabilities and autism struggle to have meaningful social interactions with their peers. Research shows that using video modeling can increase social skills in students with disabilities, but it has never been studied in comparison to or in combination with “IF….THEN…” behavior contracts. The purpose of this study is to examine the effects of video prompts on elementary-aged students with disabilities to increase appropriate social interactions with their peers through filming the creation of an “IF….THEN…”contract. The participants are four elementary-aged students with intellectual disabilities and autism who have target social skills deficits. The targeted social skills were: greeting peers, initiating conversations, and asking peers to play. The use of “IF….THEN…” contracts, contracts plus structured review, and contracts plus video prompting was evaluated. Each participant had a baseline of zero and after treatment increased the frequency of social skills from one to three instances. Data collected showed both the interventions of “IF….THEN….” contracts plus structured review and contracts plus video prompting were similarly effective at increasing social skills. Treatment had lasting effects in three of the participants when it was completely phased out.

Thesis (Master of Research and Development Management)-Air Force Institute of Technology, 2008.
Title from title page of PDF document (viewed on: Dec 28, 2009). Includes bibliographical references.

The identification of factors that affect the performance of temporary multi disciplinary organisational teams has been a central aim of management research in the construction industry for over 40 years. This study contributes to what is known about the formation of a construction project organisation by identifying the contingent factors that affect contractor's gathering and analysis of price information from supply chain organisations during the ex ante processes to contract formation. The research methodology adopted a combined approach to data collection and analysis, and used a theoretical framework adapted from transaction economics to identify and explicate a model of contingency factors. The research method for data collection in the dominant quantitative first phase used a postal survey of 760 estimators working for contracting organisations in the United Kingdom in December 2003. The resultant data set was analysed using descriptive statistics. A multi variable general linear model and principal component analysis defined the parameters of a model that informed the second phase of data collection and analysis. This model was explicated using a multiple case study approach that gathered and analysed interview data from estimators working for organisations that had been purposively selected. The findings of this research identified the contingency factors that affect contractors', seeking, gathering, analysing and synthesising of supply chain price data, that can be grouped into four categories, which are; external environment, project environment, task environment and inter-organisational relations. The research also found that the existence and strength of effect of the contingency factors was differentiated by organisational size, and identified the factors that may be influenced by the intervention of the client procurement system, (or the organisation) in the ex ante process of supply chain organisation team development.

L’aléa, véritable « cœur » du contrat d’assurance, ne finit pas de susciter les interrogations lorsqu’il s’agit de préciser plus techniquement son rôle, tout comme sa raison d’être. En première ligne se situe naturellement le débat relatif à la qualification des formes contemporaines d’assurance vie : ce dernier, haut lieu de controverse doctrinale depuis des années, ne s’est toujours pas apaisé malgré l’impressionnant nombre d’études consacrées au sujet. En parallèle, le thème de l’aléa dans les contrats fait également l’objet d’un vif regain d’intérêt, s’invitant dans les colloques et les ouvrages les plus récents. Plus que jamais, les notions de contrat d’assurance et de contrat aléatoire se retrouvent donc au cœur de la polémique. Et cette dernière peut aller bon train, tant le débat reste enfermé dans cette idée courante qu’un contrat est un acte nécessairement créateur d’obligations. Ainsi, l’on s’attache bien souvent à mettre en évidence le déséquilibre des obligations des parties (caractéristique des contrats aléatoires) avant de s’interroger sur son existence dans le contrat d’assurance. Mais cette approche obligationnelle de la structure contractuelle est-elle véritablement pertinente ? Ne devrait-on pas, au contraire, concevoir plus largement les effets de l’acte juridique, et consacrer juridiquement une idée somme toute assez commune dans le langage courant des praticiens : celle d’un transfert de risque ? A l’approche obligationnelle classique, exclusivement focalisée sur l’analyse des prestations des parties (paiement de la prime par le souscripteur ; règlement du sinistre voire couverture du risque par l’assureur), se substituerait ainsi une approche réelle, davantage axée sur le transfert de risque opéré entre les parties. Cette approche réelle, à bien des égards séduisante par rapport à l’approche obligationnelle, permettrait ainsi de porter – entre autres – un regard différent sur la problématique inhérente aux formes contemporaines d’assurance vie
Hazard is well known for being at the heart of the insurance contract. Nonetheless, it does not stop raising questions about its precise role and raison d’être. Firstly, the debate deals with the qualification of contemporary forms of life insurance; Mecca of doctrinal controversy for years, it still remains topical in spite of the impressive number of studies. Meanwhile, contingency is of intense interest in civil contract law, as well as subject to recent seminars and latest books. More than ever, the notions of insurance contract and of aleatory contract appear as being the “core” issues of a controversy which keeps going well, because the debate may be limited by the idea that a contract is necessarily an act that creates obligations. Thus, the imbalance between the parties’ obligations - characteristic of aleatory contracts – is often highlighted before questioning its existence in the insurance contract. However, it may be wondered as whether to know if such an “obligational” approach of the contract is truly relevant. On the contrary, shouldn’t we consider the effects of the contract through a wider point of view, in order to admit – legally – a quite common idea in everyday language: the transfer of risk? Unlike the obligational approach which is solely focused on the performances of both parties (premium paid by the taker; compensation paid out of the claim or even risk covered by the insurer), that “real” approach would be more focused on the risk that is transferred between the contracting parties. Such a real approach, which seems to be highly more attractive than the obligational one, would offer - among others - a different perspective within the debate that is inherent to the contemporary forms of life insurance

Even though proprietary colleges and universities continue to gain market share in the higher education landscape, negative perceptions about proprietary institutions remain including reliance on contingent faculty to meet fluctuating student enrollments. Little research about the experiences of contingent faculty teaching in proprietary settings exists, and even less research exists about the unwritten expectations, or psychological contracts, contingent faculty bring with them to the employment relationship with an institution. As heavy use of contingent faculty continues, campus administrators need a more comprehensive understanding of how to best manage the expectations, benefits, challenges, and resources of this type of employment relationship.

This qualitative inquiry study collected data using open, semi-structured interviews, then analyzed data using phenomenological research methods to better understand what contingent faculty teaching at urban, proprietary institutions experience. This study also used the organizing framework of psychological contracts in order to apply the findings into recommendations for campus administrators working with contingent faculty.

The results of this study indicate that a contingent faculty member's early experiences with an institution significantly determined the way the psychological contracts with the institution were formed and maintained in later experiences. For most, once the initial relationship was formed, little experienced afterwards changed the relationship with the exception of major changes regarding institutional focus and/ or position within the institution.

Consistent with the literature, contingent faculty perceiving their overall experiences and relationship with the institution as positive had longer tenure with the institution, identified more with the institution, and exhibited more organizational commitment behaviors. Contingent faculty perceiving their experiences as negative tended to have shorter tenures with their institutions, did not identify with the institution, and exhibited less organizational commitment behaviors. However, even though organizational practices and experiences varied greatly, two types of experiences and perceptions remained consistent. First, participants were surprised and disappointed in student level of preparation for college academic work yet expressed commitment to their students' success as greater than their commitment to institutional expectations. Second, participants expressed overall satisfaction with teaching experiences, and began to identify themselves as teachers, regardless of prior professional affiliation or relationship with the institution.

This study examined the effects of a contingency contract on the behavior of a sixth grade class in The Saturday Academy Program. Disruptive and off-task behavior was monitored and charted according to the frequency of occurrences that took place within the sixth grade classroom. Results showed that the frequency of occurrences in disruptive and off-task behavior decreased dramatically. Teachers within The Saturday Academy Program stated that the behavior of the sixth grade students had improved.

Doctor of Philosophy
An organisation’s knowledge base is a valuable asset that serves as a source of sustainable competitive advantage for the firm. Organisations have become increasingly reliant on the application of knowledge work and the contributions of professionals to the creation of valued organisational knowledge. Implicitly, the literature has assumed permanency in the employment relationship between professionals and organisations and focused on issues such as organisational identification and commitment, and extra-role behaviours of professionals as impacting on their knowledge sharing behaviours. However, the nature of professional or expert employment has become more transient. There has been a marked increase in the use of professionals in contractual roles where the association with the organisation is often temporary and contingent. But the organisational implications of such practices remain largely unexplored. In particular, there is a dearth of research examining the impact of contract professionals on knowledge flows within the firm and on their motivations to participate in knowledge sharing within organisations. This dissertation addresses this gap in the literature. This study examines the knowledge sharing practices of contract professionals in contemporary organisations. Conceptualising knowledge as socially situated and constructed, this qualitative study examines professionals employed as contractors in two large organisations: a large bank and an insurance company; and, based on in-depth semi-structured interviews with contractors and managers, considers why and how professionals engaged as contractors choose to share what they know with the contracting organisation. Engaging with research literatures from knowledge management, professional identity, newer career forms, and psychological contracts, the study generates a typology of contract professionals that suggest distinct knowledge sharing orientations. The study constructs three categories of contractors: Free Agents, Specialists and Consultants, identifies factors that influence and inhibit the knowledge sharing motivations of these categories of contractors and provides recommendations for a more holistic knowledge management strategy for organisations utilising contract professionals. The findings from this doctoral research show how identity work can have practical implications for knowledge management. For example, by exploring the dynamics of professional identity and image construction, the research shows how identity and image influences both the contractor’s knowledge sharing behaviours and the organisation’s knowledge management strategies. Exploring new areas of professional contingent work, this research aims to make a significant contribution to the understanding of knowledge sharing, professional identity and the management of contract professionals within organisations.

Draudimo teisinius santykius pakankamai išsamiai reglamentuoja Lietuvos Respublikos teisės aktai, tačiau įgyvendinant draudiko ir draudėjo teises bei pareigas kyla nemažai problemų. Magistro baigiamajame darbe atskleidžiama, kaip draudiko teisė atsisakyti mokėti draudimo išmoką yra apibrėžiama draudimo sutartyje, kokie draudimo sutarties elementai yra reikšmingi šios teisės įgyvendinimui. Apibendrinus draudiko teisės atsisakyti mokėti draudimo išmoką sampratą yra išskiriami trys pagrindiniai atvejai, kuomet draudikas, vadovaudamasis teisės aktų reglamentuojamomis taisyklėmis ir patikrinęs visą su draudiminiu įvykiu susijusią informaciją, gali įgyvendinti teisę atsisakyti mokėti draudimo išmoką: draudėjas padarė draudimo sutarties pažeidimą, draudžiamasis įvykis atsitinka dėl draudėjo tyčios ar didelio neatsargumo, įvykis yra nedraudžiamasis. Atsižvelgiant į šiuos atvejus, analizuojant doktriną ir Lietuvos teismų praktiką yra atskleidžiamos ir moksliškai bei teisiškai išanalizuojamos problemos, su kuriomis susiduria draudikai, įgyvendindami teisę atsisakyti mokėti draudimo išmoką. Magistro baigiamajame darbe kritiškai vertinama Lietuvos teismų praktika, kuri draudiko teisės atsisakyti mokėti draudimo išmoką įgyvendinimo klausimais yra nevienareikšmė ir diskutuotina. Taigi pasitelkiant analitinį, lyginamąjį, sisteminį ir aprašomasis tyrimo metodus, išanalizavus magistro baigiamajame darbe iškeltą problemą, pabaigoje pateikiamos išvados ir pasiūlymai.
Insurance legal relationships seems to be detail regulated by the Republic of Lithuania law, however enforcement of the insurer and the policyholder rights and obligations raises a number of problems. The Master's thesis reveals how the insurer right to pay the insurance premium is defined in the insurance contract, which insurance contract important elements are for this right enforcement. Summarizing the conception of insurer's right to refuse to pay the insurance premium there are extracted three main cases in which the insurer, in accordance with laws and regulations governed by verifying all the insured event related information, may enforce his right to refuse to pay insurance premium: the policyholder has breached the insurance contract, prohibition event occurs on the insured's intent or gross negligence, the event is non contingency. In light of these cases, analysis of the doctrine and practice of the Lithuanian courts there are disclosed and scientifically and legally analyzed problems which face insurers enforcing the right to refuse to pay the insurance premium. The Master's thesis criticizes the Lithuanian judicial practice which is ambiguous and debatable according to the insurer's right to refuse to pay insurance premium. Therefore through an analytical, comparative, systematic and descriptive research methods, analysis of the master's thesis raised issue, master's thesis ends with conclusions and recommendations.

Le legislateur est a l'origine de la prise en consideration de la contingence par le droit; celle-ci est definie comme l'etat de ce qui peut etre ou ne pas etre, ou comme l'exception a la regle generale. En effet, il a ete necessaire d'adopter des dispositions permettant de contourner le refus du juge francais de proceder a l'adaptation des contrats desequilibres au cours de leur execution. En instaurant, chaque fois que la necessite s'en faisait sentir, des procedures judiciaires d'adaptation des obligations en raison de l'apparition d'un desequilibre non prevu, telles que le redressement des entreprises, ou le traitement du surendettement des particuliers, le legislateur a suscite la creation du contrat contingent. On propose de definir celui-ci comme un contrat inexecute en raison de la survenance d'un desequilibre, qui apres avoir ete adapte par le juge, sur habilitation du legislateur, devient un acte hybride, a la fois contrat et jugement, susceptible de connaitre de nouvelles modifications. Le contrat contingent est un contrat solennel. La protection de certaines categories de contractants et la volonte de preserver une relation productrice de richesses, ou de bien-etre, caracterisent sa cause finale. L'adaptation des conventions initiales afin de parvenir a leur execution totale, ou partielle, represente son objet. La cause et l'objet des obligations initiales sont maintenus. Le jugement qui procede a l'adaptation confere autorite de chose jugee aux modifications apportees aux obligations initiales ; celles-ci ne subissent pas de novation. Il attribue au creancier un titre executoire qui est garanti par le maintien de toutes les suretes consenties. Un contractant peut solliciter, ulterieurement, une nouvelle adaptation, quand un autre evenement vient perturber l'execution. Comme pour tout contrat, une inexecution injustifiee conduit ineluctablement a la resolution. Le contrat contingent ne represente pas une nouvelle remise en cause de la theorie generale des obligations; au contraire, celle-ci se trouve enrichie d'un nouveau contrat susceptible d'assurer l'avenir de tous les autres.

We argue that the 'New Debt Sustainability Framework' (DSF), as recently introduced by the Bretton Woods Institutions, is tailored to suit the aid allocation mechanism centred on the Country Policy and Institutional Assessment (CPIA), but fails to take into account low-income countries' economic vulnerability and exposure to exogenous shocks. As a result, the DSF further undermines the effective delivery of aid by the International Development Association (IDA), and fails to support recipient countries in their efforts to achieve lasting debt sustainability. Furthermore, we demonstrate that the findings of the empirical studies underlying the DSF and IDA14 replenishment are not robust to the introduction of vulnerability measures, such as the Economic Vulnerability Indicator (EVI), which undermine the significance of the CPIA in predicting debt distress episodes. In order to overcome the shortcomings of the DSF, we propose the introduction of a Contingency Debt Sustainability Framework (CDSF), which distinguishes between the causes of vulnerability underlying the external debt problem affecting most of the low-income countries. Drawing on the most established strands of sovereign debt and contract theory literature, we argue that state-contingent debt contracts represent the most effective financial instrument to link aid allocation and debt relief to recipient countries' financial requirements, contingent on the state of nature. To implement state-contingent contracts in the specific context of low-income debtor countries, we devise an accounting method by which shock and trend factors in the balance of payments are distinguished by their exogenous or endogenous origin. On the basis of this distinction, the CDSF financially compensates debtor countries for exogenous shock and trend factors, without giving rise to significant moral hazard implications. The CDSF is then simulated for the case of Uganda during the period 1988-2002, demonstrating its effectiveness in dealing with Uganda's severe exposure to price shocks and negative terms of trade.

This study examined commitment levels of two groups of employees: core government employees and contract employees who directly supported the Federal Government. The sample included 85 government employees and 131 contract employees. The research identified each group's level of commitment to various work entities. These included: immediate government office, government organization, employer, and occupation. The focus was on affective commitment, i.e., an employee's emotional attachment to, and desire to maintain membership with, a work entity. A measure was also taken for socialization-related learning. The purpose was to determine if there were: (1) differing levels of affective commitment among the immediate government office, government organization, the employer, and the occupation within each group, (2) differences in work entity affective commitment levels between the two groups, (3) differences in levels of socialization-related learning between the two groups (4) relationships between socialization-related learning levels and work entity affective commitment levels for each group, (5) differences in work entity affective commitment levels in relation to certain demographic variables, and (6) relationships between certain demographic variables and work entity affective commitment levels for each group. Findings indicated that both groups of employees did vary in commitment levels to various work entities. Government employees displayed the most commitment to the occupation and least to the immediate office. Contract employees also displayed the most commitment to the occupation but the least to the government organization. Between the two groups, commitment level to the employer differed significantly with contractors displaying a higher level to the employing firm than government employees recorded to the Federal Service. Work entity had a significant effect and a significant employee group-by-work entity interaction was found. Differences in socialization-related learning levels and a relationship between socialization-related learning and work entity affective commitment levels were found for both groups. Several relationships between demographic variables and work entity affective commitment levels were also found for both groups. Formal and informal interventions and work delegation strategies are recommended for organizations involved in employment relationships involving core and contract employees. Areas for future research are also presented.
Ph. D.

This document investigates the relationship between the usage of relational forms of governance and the completeness of contractual documents. It further examines howthis relationship is presided by the development of social norms between contracting parties. A case study was conducted within Company X, a top European company in the Energy Sector, where interviews to managers and contractual documents were inspected for aqualitative analysis of the aforementioned relationship. The results indicate that the employment of relational governance mechanisms does affect contractual completeness on one of its two dimensions: contingency adaptability. This aspect is enhanced as relational norms are interwoven in the exchange agreement. A clear connection with the second dimension, term specificity, could not be identified, and is instead attributed to contextual idiosyncrasies such as industry type andgovernance structure design. A theoretical model depicting this phenomenon was developed, including mediating effects by situational variables.

Ökade flexibla anställningsformer har inneburit ett ökat intresse för det psykologiska kontraktet. Psykologiska kontrakt har visats ha en avgörande funktion i anställningsrelationen. Forskning gällande konsulters psykologiska kontrakt och specifikt ingenjörer är begränsad. Studien syftar därför till att undersöka ingenjörskonsulters upplevda innehåll i deras psykologiska kontrakt med konsult- respektive kundföretag. Semistrukturerade intervjuer genomfördes med sju konsulter från fyra konsultföretag och intervjuerna analyserades induktivt och tematiskt. Resultatet identifierade 4 centrala teman: kundföretagets förväntningar på konsulten, konsultens förväntningar på kundföretaget, konsultföretagets förväntningar på konsulten samt konsultens förväntningar på konsultföretaget. Vidare har 14 kategorier inordnats under respektive tema. Resultaten som bidrar med nya kunskaper avseende på innehållet i det triangulära psykologiska kontraktet utifrån ingenjörskonsulters perspektiv, diskuteras i relation till tidigare forskning om psykologiska kontrakt.

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This master’s dissertation aims at making a thorough, critical and careful analysis of the earn-out clause (contingent price) inserted in purchase and sale agreements of mergers and acquisitions transactions involving the purchase and sale of equity interest or company’s assets. Given the intrinsic characteristics of the earn-out and its great potential for litigation, there is a clear need to verify which key elements should be included in the wording of such clause widely used in the transactions carried out under Brazilian Law in order to meet its nature, its economic rationale and achieve its goals while minimizing at large the potential of future disputes between the contractors. It is expected to provide to the reader, business law operator, the essential elements for the rational drafting of the wording (leaving aside the mere translation of foreign clauses and importation to the contract under Brazilian Law) and, even more, to the counseling to be given to its clients on the functioning of such clause under Brazilian Law and on the measures that the clients must take to avoid unfavorable decisions in future disputes. All the above should influence the reader to inquire on the option of using the earn-out clause in transactions that it may assist, considering the particular characteristics of each party involved, the target company and the other negotiating circumstances. To achieve these goals, this dissertation seeks to first examine the determinability and the legal nature of the earn-out clause under Brazilian Law, specifically on the rules governing the contractual relationship between the parties. Then it will begin a detailed analysis of the earn-out clause, including its typical elements, its operation and the main items to be taken into account in the negotiation and drafting of its wording. Finally, a description of two specific litigation cases discussed and prosecuted by United States courts involving earn-out will be given, followed by an analysis of such cases under the perspective of the principle of objective good faith (boa-fé objetiva) established under the Brazilian legal system to verify whether the judges’ decisions would be the same if the decisions were to be issued in the light of such principle that governs Brazilian contractual relationships.
A presente dissertação de mestrado tem por objetivo fazer uma análise aprofundada, crítica e criteriosa da cláusula de earn-out (preço contingente) introduzida em contratos de compra e venda em operações de fusões e aquisições envolvendo compra e venda de participação societária ou de estabelecimento. Dadas as características intrínsecas do earn-out e seu grande potencial de litigiosidade, nota-se uma clara necessidade de se verificar quais os elementos fundamentais devem constar do texto dessa cláusula inserida nos negócios realizados sob a égide do direito brasileiro, de forma a atender à sua natureza, ao seu racional econômico e a atingir os seus objetivos, minimizando ao máximo o potencial de disputa futura entre os contratantes. Espera-se propiciar ao leitor, operador do direito empresarial, os elementos essenciais à elaboração racional de seu texto (deixando de lado a mera tradução de cláusulas estrangeiras e importação ao contrato nacional) e, mais ainda, ao aconselhamento que será dado aos seus clientes sobre o funcionamento do instituto no direito pátrio e sobre as atitudes que estes deverão tomar para evitar futuras decisões desfavoráveis em litígios. Tudo isso deve influenciar o leitor a questionar a própria opção de se utilizar o earn-out no negócio que vier a assessorar, consideradas as características particulares de cada parte envolvida, da sociedade alvo e as demais circunstancias negociais. Para atingir esses objetivos, esta dissertação, inicialmente, fará uma verificação da determinabilidade e da natureza jurídica da cláusula de earn-out no direito brasileiro, especificamente diante das normas que regem a relação contratual entre as partes. Em seguida, terá início uma análise pormenorizada da cláusula de earn-out, incluindo seus elementos típicos, seu funcionamento e os principais itens a serem levados em consideração quando da negociação e elaboração de seu texto. Por fim, a descrição de dois casos concretos de litígios judiciais discutidos e julgados pelas cortes norte-americanas envolvendo earn-out será feita, seguida de uma análise desses casos concretos sob a ótica do princípio da boa-fé objetiva consagrado no sistema jurídico brasileiro de maneira a se verificar se as decisões dos juízes seriam as mesmas caso as sentenças tivessem de ser proferidas à luz desse princípio que rege as relações contratuais locais.

The World Health Organization (WHO, 2016) reports that 3.2 million deaths per year are attributable to physical inactivity, making it the fourth leading risk factor for global mortality. Physical inactivity is also a key risk factor for noncommunicable diseases such as cardiovascular disease, cancer, and diabetes (WHO, 2018). Globally, 1 in 4 adults is not active enough and, therefore, foregoes a myriad of health benefits associated with Physical Activity (PA; WHO, 2018). In the United States, only about 1 in 5 (21%) adults meet the 2008 Physical Activity Guidelines set by the Centers for Disease Control and Prevention (CDC, 2018). The CDC currently recommends adults engage in 150 min of moderate-intensity aerobic activity per week (CDC, 2018). Translated to steps, the recommendation can be met by taking 3,000 steps in 30 min, 5 days per week (Marshall et al., 2009). Physical inactivity is also a major contributor to obesity (WHO, 2018). According to the WHO (2018), worldwide prevalence of obesity almost tripled since 1975. In the United States, the medical costs of obesity were estimated to be $147 billion, or 10% of all medical spending (Finkelstein, Trogdon, Cohen, & Dietz, 2009). To combat the many problems associated with physical inactivity, the CDC (2015), the WHO (2018), and the American Heart Association (2018) prescribe increased PA. Furthermore, increased PA contributes to a variety of other health benefits, including a decreased risk for cardiovascular disease, type 2 diabetes, some cancers, as well as improved mental health, and increased life expectancy (CDC, 2018).

碩士
淡江大學
財務金融學系
91
The financial policies of liberalization and internationalization make the change of interest rate become violent and frequent, so liquidity management is an important issue for a banking firm. Theories on financial futures hedging generally based on a portfolio-choice approach. This paper presents an alterative: a firm-theoretic model of bank behavior with financial futures under deposit insurance. According to the theory, we can discuss the optimal rate-setting of a banking firm. In the first place, we assume the bank is a certificate of deposit (CD) rate-setter and loan rate-setter. Then using Black and Scholes model to derive the optimal loan rate, certificate of deposit rate, and the optimal futures hedge. The major conclusions of this paper are shown as follows. When the bank is in a bad state of the world, but expects it is profitable in futures market, then the increase of futures makes the bank decrease loan rate. When the bank is in a bad state of the world, and expects it is profitless in futures market, then the decrease of futures makes the bank increase certificate of deposit rate. As to the effect of the change of per deposit insurance premium on loan rate and certificate of deposit rate, under the assumption of a bad state of the world, an increase in the per deposit insurance premium increases the bank,s loan rate and decreases the bank,s certificate of deposit rate. We also show that the bank,s amount of futures increases with a lower expected futures interest rate.

博士
國立中山大學
企業管理研究所
83
The conventional actuarial models tend to reflect the loss distribution of the supply side on the insurance market i.e., the price of the insurance contract is determined unilaterally by the insurers so as to meet the least requirement that the insurers will not go bankrupt. However, there also exist some defectsin most of the fiancial pricing models.In order to regul- ate the pricing of property-liability insurance contracts, this study , based on the theory of contingent claim valuation, devel- ops the insurance pricing formulas, which will lead to fair insurnce pricing . Firstly, this stdy constructs a general valua- tion model for property-liability insurance contracts, which takes into account the cash flows consisting of both the claim indemnity and the investment income. Secondly, to obtain a closed form solution of the pricing formula , this study considers the specific case which the insurer confronts with the frgequency and the severity risk , and thence derives a pricing formula , into which the jumps incurred in claim indemnity are considered. The results show that the pricing of property-liability insurance contracts will depend on the ratio of the claim indemnity relat- ive to the the investment income. Furthermore, the jumps incurred in claim indemnity will exert significant impact upon both the assets and liabities of the insurer.Hence, the price of property- liability insurance contracts will also increase drastically with these jumps.

博士
國立中山大學
財務管理學系研究所
96
A European option is a contract in which the seller of the option grants the buyer the right, but not the obligation, to purchase from or sell to the seller the underlying asset at pre-specified price at maturity date. Herewith the buyer should pay out a premium for the value of flexibility that he was granted. Such premium as the compensation to the seller was provides in close form by Black and Scholes (1973) and Merton (1973). Even since then the option pricing methodology, or otherwise known as “contingent claim analysis” has found its application in many prospects. Otherwise known as the real option analysis first induced by Myers (1977) and the structure form model of the credit risk analysis first induced by Merton (1974). In the thesis, we consider the application of the optional pricing methodology to the rationality and valuation of penalty in a contract and extent the penalty to the money back guarantee. In the former, we provide the general form solution to illustrate the both parties all hold the right to default the contract, and prove the existence of the optimal penalty is a policy to protect the disadvantaged minority such as to make the trade contract to be fair. In the latter, we prove the suitable way to evaluate that the consumer buy a good and long a MBG is the call option but the put by reviewing the final cash flow of the replicated strategy and the put-call parity at firstly, and then we find out the better way to grant the consumer to return the good to the vendor is penalty if the good is normal and the utility function of the consumer is concave. In sum, we integrate the penalty and in the MBG with the contingent claim analysis in this thesis, we find out we can use the uncomplicated model to explain the real world. Herewith we consider the option pricing model as another methodology to illustrate the social environment.

碩士
淡江大學
企業管理學系碩士班
95
Enterprises look for the flexibility of the labor force in order to response guickly to fast changing environments. They employ more contingent workers for quick responses. To acquire more information about contingent workers, this study investigates contingent workers by using web and mail questionnaire. This study is to evaluate the impact of different contingent jobs on the dual psychological contracts, perceived organization supports, and organizational commitments of contingent workers. Our results support or partially support hypotheses 1. The violation of psychological contracts held by the clerical contingent workers about the staffing agency was negatively related to their perceived organization supports. 2. The violation of psychological contracts held by the clerical and professional contingent workers about the client organization was negatively related to their perceived organization supports. 3. The perceived organization supports held by the clerical, industrial, and professional contingent workers about the staffing agency were positively related to their organizational commitments 4.The perceived organization supports held by the clerical, industrial, and professional contingent workers about the client organization were positively related to their organizational commitments . 5. The violation of psychological contracts held by the clerical contingent workers about the staffing agency was negatively related to their organizational commitments

Tese de mestrado integrado em Psicologia (Psicologia dos Recursos Humanos do Trabalho e das Organizações), apresentada à Universidade de Lisboa através da Faculdade de Psicologia e de Ciências da Educação, 2008
Assumindo como enquadramento teórico basilar a literatura no âmbito do Contrato Psicológico, o presente estudo debruça-se sobre as relações tripartidas de emprego contingente, as quais envolvem o colaborador contingente, a agência empregadora e a organização cliente, na qual este colaborador desempenha as suas funções. A presente investigação visa explorar, empiricamente, o contrato psicológico dos colaboradores contingentes, partindo da premissa de que a percepção de cumprimento das obrigações da agência é influenciada pela percepção de cumprimento das obrigações do cliente, pela atractividade deste mesmo cliente, pela insegurança no trabalho e pela empregabilidade. As hipóteses colocadas foram testadas com base em questionários respondidos por colaboradores de quatro agências, localizadas em Portugal. A amostra abrangia oitenta e oito colaboradores diferenciados que trabalhavam em organizações clientes, cujas actividades se enquadravam no sector financeiro e no sector das tecnologias de informação. Os resultados obtidos sugerem que a percepção de cumprimento das obrigações da agência é influenciada positivamente pela percepção de cumprimento das obrigações do cliente. A segunda hipótese apresentada não foi corroborada, na medida em que não se verificou uma influência significativa por parte da atractividade da organização cliente, na percepção de cumprimento das obrigações da agência. Adicionalmente, os resultados demonstraram que a percepção de cumprimento das obrigações da agência é influenciada negativamente pela percepção de insegurança no trabalho, o que suporta a terceira hipótese em análise. No que concerne à quarta hipótese, os resultados não a suportaram, não se constatando uma influência significativa da percepção de empregabilidade, na percepção de cumprimento das obrigações da agência. Numa secção final, os resultados mencionados são discutidos, sendo apresentadas as impl
Drawing on psychological contract literature, the present study examines the emerging contingent employment relationships, which involve the contingent employee, the employing agency and the client organization on whose premises the contingent employee works. This investigation will empirically explore the psychological contracts of contingent employees, anticipating that the perceived fulfilment of agency's obligations is influenced by the perceived fulfilment of client's obligations, by client organization attractiveness, by job insecurity and by employability. We tested our hypotheses using a survey collected from employees working in four Portuguese agencies. The sample included eighty-eight white-collared employees, working for client organizations in the financial and information technologies sectors. The results suggest that the perceived fulfilment of agency's obligations is positively influenced by the perceived fulfilment of client organization's obligations. Our second hypothesis was not supported by the results, meaning that perceived client organization attractiveness did not significantly influence the perceived fulfilment of agency's obligations. Furthermore, as expected, we found that the fulfilment of agency's perceived obligations is negatively influenced by the perception of job insecurity. Concerning our fourth hypothesis, it was not supported by the results, meaning that the perceived fulfilment of agency's obligations is not influenced by the perception of employability. In a final section, the obtained results are discussed and their possible implications on human resource practices for contingent employees are presented. There will also be suggested some new paths for future investigations.

碩士
臺北巿立體育學院
休閒與運動管理碩士班
96
In recent years, cinema industry has undergone multi-services gradually. Hiring contingent employee for job flexibility has become a trend for cinema management, which makes the psychological contract, organizational commitment and job satisfaction of these employees an important area of study. In this study, data were collected from 236 employees of the best two market share cinemas in Taipei. The result show that contingent employees in the cinemas mostly tend to have the transactional psychological contract and affective organizational commitment. As for the relationships among each type of psychological contract, organizational commitment and job satisfaction, data reveal that balanced contract positively influence affective and normative commitment, and relational contract positively influence normative and continuance commitment, while transactional contract negatively influence affective commitment, and the job satisfaction is significantly influenced by balanced as well as relational contract and affective commitment. Therefore, focus on improving job-related training, education and work ambiance for cinema contingent employees will affect organizational commitment and job satisfaction positively, but focus on performance to exchange advantage will not affect organizational commitment and job satisfaction but negatively affect the affective commitment of cinema contingent employees.

International businesses bring with them additional negotiation complexities and extra risks, thus calling for negotiation integrative solutions and additional legal protection. The recent economic crisis forced, companies, including SMEs, to look for international markets and face these additional complexities and issues. In the search for a practical and simplified solution, to serve less sophisticated companies, this paper brings insights from the negotiation literature to a specific legal issue. Specifically, I investigate the negotiation and use of contingent agreements as a tool for facilitating the negotiation process and managing risk in international deals. Looking into an international sale of goods from Portugal to Brazil, this paper proposes the structuring of two contingent contracts related to two category of products in order to demonstrate the potential benefits of some of its relevant features, specifically the creation of incentives and identification and allocation of future risks. In general, the structuring of contingent agreements is likely to provide positive results in mitigating the issues of lack of trust and dealing with the additional risks derived from international deals, therefore facilitating and improving the overall quality of the deal.