Dissertations / Theses: 'Legal Directories'

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Angeles, Tapia Alvaro Arturo, Ñacari Rony Renzo Becerra, Sandoval Jenny Valeria Guevara, Cabrera Milagros Liliana Hermitaño, and Huamaní Ana Belén Martínez. "Proyecto de Directorio de Abogados Online: Vínculo Legal." Bachelor's thesis, Universidad Peruana de Ciencias Aplicadas (UPC), 2019. http://hdl.handle.net/10757/651726.

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El presente trabajo de investigación está basado en la implementación y desarrollo de un negocio a modo de emprendimiento con un gran potencial de escalabilidad, innovación y crecimiento, apoyándonos en modelos de negocio que aprovechan las nuevas tendencias y tecnologías disponibles para la realización de una idea. Nosotros elegimos el desarrollo de una plataforma web, de modo que esta funcione como un servicio de directorio de abogados en línea. Esta plataforma fue desarrollada con el fin de beneficiar a los estudios de abogados, abogados y practicantes de la carrera de derecho que cuenten con dificultades de conseguir nuevos clientes. Por otro lado, también pensamos en las personas que tienen problemas al momento de contactar a un abogado especializado o que necesiten una asesoría legal económica. Este trabajo presenta los fundamentos primarios de investigación, validaciones de todo el modelo de negocio planteado para probar que la idea es factible, los resultados de las ventas realizadas por medio de canales seleccionados, plan operativo propuesto, los planes de recursos humanos, marketing y responsabilidad social corporativa, así también como el plan financiero para poder hacer realidad esta idea de negocios y las conclusiones finales del mismo.
This research work is based on the implementation and development of a business like an entrepreneurship with great potential of scalability, innovation and growth, based on business models that take advantage of the new trends and technologies available for the realization of an idea. We choose the development of a web platform which works as an online lawyer directory service. This platform was developed in order to benefit the studies of lawyers, lawyers and practitioners of the law career who have difficulties for getting new clients. On the other hand, we also think in people who have problems for contacting a specialized lawyer or need economic legal advice. This paper presents the primary fundamentals of research, validations of the entire business model raised to prove that the idea is feasible, the results of sales made through selected channels, proposed operational plan, human resources, marketing and the corporate social responsibility plan, as well as the financial plan to realize this business idea and the final conclusions.
Trabajo de investigación

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Clarke, Blanaid. "Directors and the frustration of hostile takeovers of Irish listed companies : legal and regulatory responses." Thesis, University of Manchester, 2001. https://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.488108.

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Aleshaikh, Abdullatif Mohammed. "Towards legal reform of Saudi law of directors' duties and of enforcement by derivative action." Thesis, University of Glasgow, 2018. http://theses.gla.ac.uk/30630/.

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Directors’ duties of care and loyalty and their enforcement by derivative action, are important elements in the company law system. Such mechanisms are introduced to ensure that directors are subject to a satisfactory level of accountability and control while managing a company. This research employed the comparative law approach to identifying problems in, and to proposing reform for, the Saudi Arabian law of directors’ duty to act with care and in good faith in the company’s general interests, and to avoid conflicts of interest, with particular focus on the corporate opportunities and self-dealing transactions and the Saudi law of derivative actions. The main objective of this study was to propose a reform of Saudi law of directors’ duties and of derivative actions. By using the company law of the United Kingdom (UK) as benchmark, this study evaluates the clarity, certainty and accessibility of Saudi law and identifies weaknesses and deficiencies. The feasibility of transplanting selective legal ideas and rules from the UK company law to its Saudi counterpart in order to develop a framework for legal reform in Saudi Arabia is examined. The argument here is that the Saudi law of directors’ duties of care and loyalty and derivative actions suffers from serious deficiencies, despite the introduction of the new Companies Law of 2015. While the new Saudi Corporate Governance Regulations 2017 have tackled some issues in the areas of directors’ duties, there is still room for improvement. The uncertainty in the law of directors’ duties and enforcement is sufficient in itself to justify the reform of law. Moreover, the limits of other legal and non-legal mechanisms of accountability in the Saudi context suggest that alternative mechanisms would not adequately ensure the accountability of directors. Throughout the examination of the feasibility of reform by way of legal transplantation, the study takes into account that the UK legal model is only transferable if it can be adapted to fit within the institutional structure and legal environment in Saudi Arabia. This is necessary to ensure proper reception of foreign rules by the new environment of the host country. The finding is that transferability of most UK legal models and rules is feasible. Throughout this consideration of a reform agenda for the Saudi law of directors’ duties and derivative actions, the research has been guided by a policy that requires striking a balance between the need to increase directors’ accountability and the need to protect the directors’ exercise of their managerial authority.

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Zhou, Tian Shu. "China's legal reform of corporate governance : from theoretical research to practical solutions." Thesis, University of Edinburgh, 2012. http://hdl.handle.net/1842/6416.

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There are two tasks of this dissertation. Firstly, it will make a contribution from a theoretical perspective. Some Western scholars conclude that rules and institutions transplanted from Western jurisdictions have not worked well in the Chinese legal system so far. This is because the level of consistency between the transplanted rules or institutions and the local context is still at a low level. However, this dissertation takes a different position. By solving a series of unanswered questions, it will make a theoretical contribution to the scholarship on comparative corporate governance in the context of the transitional economy. By and large, it will answer the question: "why can China, as representative of a transitional economy, not escape from the faith of legal transplant in its legal reform of corporate governance". Secondly, this dissertation will make a contribution from a practical perspective. Many Chinese lawyers and Western scholars complain that Chinese company law is suffering deeply from the problem of ambiguity. Indeed, it is poorly and inconsistently drafted. There is, nevertheless, no systematic study on how to solve this problem in a pragmatic manner. In light of the proposed theoretical research, this dissertation will provide an important response on this issue. It rebuilds the director's fiduciary duties and shareholder's fiduciary duties by inserting some workable legal rules from the UK into the existing legal regime in China.

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Pavasant, Nopnuanparn. "Director's responsibilities : a study of Thai corporate governance and ethics." Thesis, The University of Hong Kong (Pokfulam, Hong Kong), 2013. http://hdl.handle.net/10722/197107.

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Corporate governance of Thailand has been developed and reformed, particularly after 1997 Asian financial crisis. However, problems regarding director’s responsibilities are still entrenched in company law and corporate practices. The challenges of Thai corporate governance on director’s responsibilities are found in the areas of director’s accountability and minority shareholders protection. Legal provisions on director’s fiduciary duties and director’s duty of care and skill are unable to regulate director’s misbehaviors. Directors are not fully aware of their proper responsibilities to the company. They tend to act for their own interest or interest of their group, the controlling shareholders. In addition, legal enforcement on director’s responsibilities is not effective in practice. Shareholders litigation or other actions against directors who are in breach of their duties is rare, though there is derivative action provided as remedy for minority shareholders. In finding solutions for those problems, all relevant aspects should be brought into consideration. Corporate governance on director’s responsibilities is related to law, business and ethics. Director’s responsibilities are matters concerning human conducts, actions, behaviors as well as practices. They are related to ethics of each company director and ethics of the board members as a whole. In addition to legal and business aspects, ethical aspect should also be considered in the reform of corporate governance on director’s responsibilities of Thailand. This thesis is the study of Thai corporate governance on director’s responsibilities and ethics in order to find appropriate ethical theory where good corporate governance principles will be built on. Among relevant ethical theories i.e. utilitarianism, Kantian ethics, virtue ethics and contractualism, virtue ethics of Aristotle is the most appropriate ethical theory to be applied to corporate governance on director’s responsibilities of Thailand. It is suitable for the nature of corporate governance on director’s responsibilities, the conditions underlying its problems, and the understanding and practices of people in Thai society. Virtues and means of virtue ethics should be applied as complements to fiduciary principles for enhancing director’s accountability. The doctrine of mean of virtue ethics should be applied as complement to derivative action for enforceability and effectiveness of minority shareholders protection. In this regard, some related regulations and codes of best practices will be prescribed by adopting appropriate virtues or means, and the relevant regulators i.e. the Securities and Exchange Commission (the SEC) and the Stock Exchange of Thailand (the SET) will be given authority to interpret and apply such regulations and codes of best practices on a case by case basis.
published_or_final_version
Law
Master
Doctor of Legal Studies

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Sparis, Lauren Cheryl. "Can directors be held personally liable to shareholders in the context of South African law." Diss., University of Pretoria, 2019. http://hdl.handle.net/2263/73595.

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Considering the recent corporate scandals over the past couple years – VBS Mutual Bank, McKinsey & Trillian, Steinhoff, EOH and possibly Tongaat Hulett to name but a few – many shareholders may seek to hold the directors and management of such entities personally liable for their involvement or negligence. Especially where their actions were tantamount to fraud, they benefited in some way and or as a result the company, and possibly the shareholders, suffered damages. This is especially true when a company as consequence is liquidated and cannot institute action on its behalf. It is submitted that directors are rarely held personally liable for failing to fulfill their duties, let alone liable to the shareholders. The risk of failing to monitor internal controls or business risks, and to hold those acting on behalf of the company responsible and accountable for their actions, is dangerous due to the significant effect that such failure could have on the economy, for example the economic collapse with respect to the recent Steinhoff debacle. Whereas the earlier Companies Act 61 of 1973 did not necessarily ‘spell out’ directors’ duties in detail, the Companies 71 of 2008 comprehensibly records their statutory and common law duties. To this extent the board is held accountable and can ensure proper governance in the company’s internal affairs. Shareholders expect management to maximise the value of a company for the benefit of the shareholders and to act in their best interest. In achieving this, directors are required to act in the best interests of the company. However, directors may use their elevated position for their own personal gain and self-interests. Thus, in which circumstances will courts pierce the corporate veil, stepping aside from a company’s unique legal personality, to impute liability to the wrongdoers lurking behind? The relationship between directors, a company and its shareholders is a fiduciary one which imposes certain duties upon directors. However, it is well established in law that directors’ duties are owed to the company itself. Thus, considering common and statutory law, on what legal basis would shareholders be able to bring a claim against directors for the loss or damage they suffered due to an act of the directors? Considering the above, this paper seeks to explore directors’ liability to shareholders within South Africa’s common and statutory law, bearing in mind entrenched legal principles, such as the argument that fiduciary duties are duties owed to the company and not to individual shareholders; and that as a result only the company can impose liability on its directors.
Mini Dissertation (LLM (Corporate Law))--University of Pretoria, 2019.
Mercantile Law
LLM (Corporate Law)
Unrestricted

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Bersheda, Vucurovic Tetiana. "Civil liability of company directors and creditor protection in the vicinity of insolvency : comparative analysis based on the Swiss and English legal systems /." Zürich [etc.] : Schulthess, 2007. http://aleph.unisg.ch/hsgscan/hm00205133.pdf.

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MARSILI, TOMMASO. "POTERE DI RAPPRESENTANZA E RILEVANZA ESTERNA DEL PROCEDIMENTO DECISORIO NELLE SOCIETA' DI CAPITALI." Doctoral thesis, Università Cattolica del Sacro Cuore, 2012. http://hdl.handle.net/10280/1549.

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La tesi concerne il potere di rappresentanza degli amministratori e la rilevanza esterna del procedimento decisorio nelle società di capitali. Dall’interpretazione della direttiva 2009/101/CE risulta un sistema che stabilisce l’opponibilità dei limiti legali e l’inopponibilità dei limiti convenzionali. Dalle limitazioni soggettive consentite dalla direttiva si ricava “per sottrazione” che il diritto europeo prevede una regola suppletiva secondo la quale il potere di rappresentanza spetta a ciascun amministratore disgiuntamente. Nel diritto interno, nel silenzio delle fonti convenzionali, la mancanza di un’espressa regola suppletiva determina l’operatività della regola suppletiva europea. La fonte del potere di rappresentanza ha natura legale ma le fonti convenzionali possono stabilire delle limitazioni soggettive opponibili ai terzi ex artt. 2383, comma 4°, e 2448 c.c. Ammessa la rilevanza esterna dei limiti legali ai poteri degli amministratori, accogliendo la tesi secondo cui nelle società di capitali la dissociazione tra potere gestorio e potere rappresentativo costituisce un elemento del modulo organizzativo legale dell’amministrazione pluripersonale, si sostiene che il mancato rispetto del procedimento decisorio sia opponibile ai terzi che la società provi essere stati a conoscenza o aver colpevolmente ignorato il vizio affettante un presupposto legale del procedimento collegiale richiesto dalla legge (art. 2388, comma 5, c.c.).
This thesis concerns the power of representation of the directors and the external relevance of the decisional process in italian companies. The Directive 2009/101/EC provides a system in which the legal limits can be invoked and the internal limits cannot be invoked with respect to third parties. From the subjective limitations allowed by the Directive is obtained "by subtraction" that European law provides a default rule, according to which every director has the power of representation separately. In domestic law, in the silence of the statute, the lack of an explicit rule determines the operation of the European default rule. The source of the power of representation has a legal nature, however the statute can determine subjective limitations that can be invoked with respect to third parties. Admitting the external relevance of legal limits on the powers of the directors and accepting the argument that in case of a board of directors the legal model provides that the decision-making power is dissociated from the power of representation, it is argued that the breach of the decisional process can be invoked if the company proves that the third party knew the lack of a legal condition of the process required by law or ignored it culpably.

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Stenlund, Peik. "Corporate governance in hybrid business entities : a legal analysis of new directors´duties in community interest companies in the United Kingdom and the benefit corporations in the United States." Thesis, Stockholms universitet, Juridiska institutionen, 2015. http://urn.kb.se/resolve?urn=urn:nbn:se:su:diva-121024.

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López, Dalia Cesar Eduardo. "El director de una sociedad: del «ordenado comerciante y representante leal» al «director independiente e imparcial». Propuestas para un nuevo estándar de comportamiento aplicable al director de una sociedad." Master's thesis, Universidad Nacional Mayor de San Marcos, 2020. https://hdl.handle.net/20.500.12672/16503.

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Demuestra que el director de una sociedad debe desempeñar el cargo con independencia e imparcialidad, según los principios de gobierno corporativo, los cuales pueden hacerse exigibles como garantía de transparencia empresarial y siendo que la revaloración del ejercicio del cargo de director de una sociedad conllevará a satisfacer el interés social, generar valor para el socio y/o fortalecer la administración profesional.

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Balkauskaitė, Ramunė. "Bendrovės vadovo civilinė atsakomybė." Master's thesis, Lithuanian Academic Libraries Network (LABT), 2011. http://vddb.laba.lt/obj/LT-eLABa-0001:E.02~2011~D_20110705_125954-47258.

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Darbe analizuojami bendrovės vadovo civilinės atsakomybės teisinio reglamentavimo Lietuvoje trūkumai ir spragos bei, remiantis užsienio valstybių praktika ir tendencijomis, pateikiami pasiūlymai identifikuotų trūkumų šalinimui. Darbe bendrovės vadovų atsakomybė vertinama ne tik iš kreditorių ir bendrovės pozicijų – į vadovo atsakomybės teisinį reguliavimą pažvelgta taip pat ir iš bendrovės vadovo pozicijų. Darbe siūloma bendrovės vadovo, kaip civilinės atsakomybės subjekto, sąvoką, iki šiol neturinčią jokios aiškios koncepcijos ir turinio, deformalizuoti. Išnagrinėjus bendrovės vadovo pareigų bendrovei turinį, prieita išvada, jog šiuo metu galiojantys teisės aktai sudaro prielaidas klaidingai suvokti bendrovės vadovo pareigas bendrovei, kuomet vadovas sudaro sandorį su bendrove, todėl siūloma atitinkamai koreguoti reglamentavimą. Įvertinus vadovo atsakomybę bendrovės kreditorių atžvilgiu, prieita išvada, jog būtina išlaikyti pusiausvyrą, t. y. užtikrinti tik objektyviai pagrįstą kreditorių interesų apsaugą, nepagrįstai neišplečiant jos bendrovės vadovo atsakomybės sąskaita. Kartu atkreipiamas dėmesys, jog dabartinis kreditorių teisių įgyvendinimo mechanizmas dėl specialaus reglamentavimo nebuvimo neužtikrina vadovų teisinės padėties apibrėžtumo ir užtikrintumo.
Weaknesses and lacks of legal regulation of civil liability of a company’s director in Lithuania are analyzed and suggestions, how to eliminate identified weaknesses, are given in this work, referring to the practice and tendencies of foreign countries. The liability of a company’s directors is evaluated not only from the point of view of creditors and a company, but also legal regulation of a leader’s responsibility is reviewed from the point of view of a company’s directors. In this work, the concept of a company’s director, as a subject of civil liability, which has not had a clear concept and content so far, is suggested to be deformalized. After analyzing the content of liability of a company’s director for a company, it was concluded, that recent laws capacitate to wrongly understand, what responsibilities of a company’s leader are to a company, when he transacts with a company; therefore, several suggestions to improve regulation are given. After evaluating the director’s responsibility in respect of a company’s creditors, it was concluded, that it is necessary to maintain the balance – to ensure just such interest security of creditors, which is objectively grounded, and gratuitously not to extend it for account of a liability of company’s leader. What is more, attention is drawn to the recent mechanism of creditors’ rights implementation, which does not ensure the determination and security of director’s legal status due to the absence of special regulation.

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Harvie, Michael Anthonie. "Analysis of the new proposed companies act compared to the old companies act 61 of 1973 and the King II report on corporate governance with specific focus on directors liabilities and responsibilities." Thesis, Stellenbosch : University of Stellenbosch, 2009. http://hdl.handle.net/10019.1/972.

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Thesis (MBA (Business Management))--University of Stellenbosch, 2009.
ENGLISH ABSTRACT: The King II Report on Corporate Governance reported that the 19th Century saw the foundations laid for modern corporations, this was the century of the entrepreneur. The 20th Century became the century of management and that the 21st Century promises to be a century of governance, as the focus swings to the legitimacy and the effectiveness of the wielding of power over corporate entities worldwide. South Africa has come a long way since the companies reform project was formally launched in 2004 when the Department of Trade and Industry published the guidelines for corporate law reform in South Africa. Most critics believe that the new Companies Act is long overdue and will contribute to South Africa’s economic growth and align us with international standards and practices. The aim of this research report is to educate directors and potential directors on the most significant changes brought by the new Act and the responsibilities and liabilities of directors as set out in The King II Report.
AFRIKAANSE OPSOMMING: Volgens die King II Report is die fondasie vir moderne korporasies gedurende die 19de eeu gelê – die eeu van die entrepreneur. Die 20ste eeu het die eeu van bestuur geword, terwyl die 21ste eeu beloof om ‘n eeu van beheer te wees soos wat die fokus verskuif na die geldigheid en die effektiewe beheer van mag oor korporatiewe entiteite wêreldwyd. Suid-Afrika het ‘n lang pad gestap sedert die Maatskappye-hervormingsprojek formeel geloods is in 2004 met publikasie van die Departement van Handel en Nywerheid se riglyne oor korporatiewe regshervorming in Suid-Afrika. Die nuwe Maatskappye wet is lankverwag en meeste kritici glo dat dit sal bydra tot ekonomiese groei in Suid-Afrika en Suid-Afrika in lyn sal plaas met internasionale standaarde en praktyke. Die doel van hierdie navorsingsverslag is om direkteure en potensiele direkteure in te lig omtrent die mees noemenswaardige veranderinge wat deur die nuwe Maatskappye wet daargestel sal word asook die verantwoordelikhede en aanspreeklikheid van direkteure soos uiteengesit in die King II Report.

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呂嘉欣. "中國獨立董事的 "權、責、利" 制度研究." Thesis, University of Macau, 2011. http://umaclib3.umac.mo/record=b2487560.

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Martins, Irena Carneiro. "A importância da limitação da responsabilidade de sócios e da delimitação da responsabilidade de administradores para as relações econômicas no ordenamento brasileiro." Programa de Pós-Graduação em Direito da UFBA, 2008. http://www.repositorio.ufba.br/ri/handle/ri/10752.

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Submitted by Edileide Reis (leyde-landy@hotmail.com) on 2013-04-15T14:00:08Z No. of bitstreams: 1 Irena Carneiro Martins.pdf: 492924 bytes, checksum: adb1e49b063679e6e3940d77a1771caa (MD5)
Approved for entry into archive by Rodrigo Meirelles(rodrigomei@ufba.br) on 2013-05-09T17:39:33Z (GMT) No. of bitstreams: 1 Irena Carneiro Martins.pdf: 492924 bytes, checksum: adb1e49b063679e6e3940d77a1771caa (MD5)
Made available in DSpace on 2013-05-09T17:39:33Z (GMT). No. of bitstreams: 1 Irena Carneiro Martins.pdf: 492924 bytes, checksum: adb1e49b063679e6e3940d77a1771caa (MD5) Previous issue date: 2008
Este trabalho tratou de investigar as origens do instituto da limitação da responsabilidade dos sócios e estabelecer a importância de tal limitação – a partir da harmonização entre os princípios constitucionais de proteção aos direitos sociais e os princípios – igualmente constitucionais – da livre iniciativa do qual decorre também o princípio da preservação da empresa. De modo semelhante buscou se estabelecer a importância da delimitação da responsabilização dos administradores que não possuem vínculo societário com as empresas por eles administradas tanto no âmbito legislativo quanto judicial. Nesse contexto buscou-se demonstrar – para além dos prejuízos – a ociosidade da aplicação da teoria da desconsideração da personalidade jurídica em face dos remédios jurídicos já existentes no ordenamento jurídico brasileiro para as ocasiões em que se verifique a ocorrência de fraude simulação e prática dos atos ultra vires. Advoga-se neste trabalho a possibilidade de se buscar a preservação da empresa atendendo ao chamado do devido processo legal e – simultaneamente– ao chamado da busca pela satisfação do crédito ou reparação de prejuízos ensejados mediante o abuso. da pessoa jurídica seja por administrador seja por sócio fortalecendo assim os caros institutos da segurança jurídica e previsibilidade das decisões judiciais. Concorrem também para a consagração do tudo quanto aqui exposto uma redução do ativismo judicial que se verifica em preterimento de direitos processuais que gozam de status constitucional como os da ampla defesa e do contraditório. Além disso buscou-se evidenciar a necessidade de diálogo entre Direito – através dos magistrados – e Economia a partir da compreensão por parte daqueles dos reflexos de sua atuação para o desenvolvimento econômico e consequentemente para o desenvolvimento social. Nesse tocante acredita-se útil a colaboração que pode ser fornecida pela Psicanálise a partir de uma das três instâncias do aparelho psíquico: o superego no entendimento do Judiciário como superego da sociedade.
Salvador

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Achour, Dehlila. "Cautionnement et droit des sociétés." Thesis, Lyon 3, 2011. http://www.theses.fr/2011LYO30065.

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À l’heure actuelle, le droit du cautionnement est une matière totalement désagrégée. Cet éclatement du droit du cautionnement provient essentiellement de l’abondance et de la superposition des textes : on ne compte plus les multiples interventions du législateur, ni les rebondissements jurisprudentiels. La matière aurait pu être simplifiée si elle avait bénéficié de la réforme du droit des sûretés avec l’ordonnance du 23 mars 2006. Mais il n’en est rien.Associée au droit des sociétés, cette matière en devient d’autant plus complexe. En droit des sociétés, le cautionnement est une garantie des plus répandues. Il constitue la plupart du temps, pour la société, un acte dangereux car il peut avoir des conséquences préjudiciables pour celle-Ci. En même temps, la réglementation doit garder une certaine souplesse afin de respecter les exigences de rapidité de la vie des affaires. Cette conciliation est délicate à réaliser.Cette étude se propose d’appréhender le lien existant entre le cautionnement et les règles du droit des sociétés. Pour mener à bien cette entreprise, il convenait d’envisager le sujet sous deux angles, à savoir d’une part le cautionnement donné par une société, et d’autre part, celui consenti au profit d’une personne morale.Un tel cautionnement qu’il soit donné par une société, ou en sa faveur, est de nature à soulever des difficultés au regard des principes gouvernant le droit des sociétés. C’est pourquoi, certaines règles ont été fixées. Le cautionnement se trouve ainsi gouverné par des règles de droit des sociétés spécifiques, au-Delà des règles de droit commun qui le régissent. Mais cela passe également par l’exploitation du formalisme supposé protéger la caution personne physique, les obligations du créancier telles que l’obligation d’information, de mise en garde, le principe de proportionnalité…Si la loi Dutreil a échoué dans son impératif de cohésion et de simplification du droit du cautionnement, peut-On dire que l’avenir est à une unification des différentes législations relatives au cautionnement ?
At present, surety law is a matter that has totally been breaking apart. This fragmentation of surety law is mainly due to the abundance and overlapping of legislative acts: there are more interventions on the part of the legislator, more jurisprudential developments than we can count. The matter could have be simplified, had it benefited from the reform of security law in accordance with the order of 23 March 2006. But that was not the case.In relation to corporate law, the subject is becoming even more complex. In corporate law, surety is the most widespread guarantee. To a company it represents, most of the time, an unsafe act because it may suffer adverse consequences from it. At the same time, regulation should retain some flexibility to meet the speed requirements of the business world. This is a delicate balance to achieve.This study aims at grasping the relationship between surety and the rules of corporate law. To carry out this undertaking, it was appropriate to consider the subject from two different angles, namely the surety bond as it is issued by a company, and that as granted for the benefit of a legal person.Such guarantee whether it is granted by a company or to it, is liable to give rise to difficulties with regard to the principles governing corporate law. Which explains why certain rules have been set. The guarantee is therefore governed by specific corporate rules that transcend the common law rules made to that effect. But it also involves meeting the formal requirements designed to protect the individual guarantor, and binding the creditor to obligations such as the duty of disclosure, duty of warning, the principle of proportionality ...If the Dutreil law has failed to observe the requirements of cohesion and simplification of surety law, can we therefore say that the future is dependent on a unification of the various laws pertaining to surety?

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En, Chang Sung, and 張頌恩. "The Reaserch of Legal Persons as Corporate Directors ─ From Director’s Fiduciary Duty." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/u9p4u5.

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Liu, Chunlan, and 劉俊蘭. "The Legal Persons as Corporate Directors and Corporate Governance." Thesis, 2011. http://ndltd.ncl.edu.tw/handle/74716395854643547993.

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Sekouti, Sarah Samara. "A Comprehensive Analysis of the Legal Issues Relating to Nominee Directors." Thèse, 2009. http://hdl.handle.net/1866/4042.

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Dans la foulée des scandales financiers ayant secoué le milieu des affaires ces dernières années, l’efficacité des pratiques de régie d’entreprise, et, en particulier celles liées à l’indépendance des administrateurs, a été passée au crible. L’administrateur désigné par une partie pour la représenter est un type d’administrateur que l’on rencontre fréquemment au sein des conseils d’administration des entreprises. Toutefois, l’on peut se questionner sur l’indépendance réelle de ces administrateurs, considérant leur loyauté envers la personne les ayant désignés, laquelle détient habituellement un intérêt à titre d’actionnaire ou de partie prenante dans l’entreprise visée. En outre, alors que les principes légaux requièrent que les administrateurs agissent dans le meilleur intérêt de l’entreprise, la réalité pratique est parfois toute autre: aux prises avec les instructions ou les souhaits de la personne les ayant nommés, les administrateurs désignés se retrouvent placés en situation inhérente de conflit d’intérêts. Ce texte vise à offrir une analyse détaillée au sujet de l’administrateur désigné et du conflit d’intérêts résultant de cette double exigence de loyauté. L’objectif est de présenter un examen approfondi des diverses difficultés résultant de la nomination d’un administrateur désigné ou associées à celle-ci, ainsi que des réponses judiciaires et législatives liées à cette problématique. Cette réflexion mènera à une exploration de certains systèmes législatifs et légaux, en particulier ceux du Royaume-Uni, de l’Australie et de la Nouvelle-Zélande, afin d’obtenir une meilleure compréhension et d’offrir une perspective éclairée quant aux enjeux analysés par la présente.
Following the wave of corporate scandals that have surfaced over the past decade, significant attention has been showered on the efficiency of corporate governance practices, with particular scrutiny on the issue of director independence. One specific category of directors frequently nominated to sit on corporate boards is the nominee director. However, these directors often lack veritable independence given their extraneous loyalty towards their appointer, usually either a shareholder or stakeholder of the corporation. Furthermore, while legal principle requires that all company directors exercise their statutory duties with a view to the best interests of the corporation, in practice nominee directors are expected to follow the instructions or wishes of their appointer, resulting in their inherent position of conflict. This text focuses on the nominee director and the conflict of interest resulting from such director’s position of dual loyalty. Its objective is to provide a comprehensive examination of the various difficulties arising from, and associated with the appointment of nominee directors as well as the judicial and legislative responses to these difficulties. In examining the various complications associated with nominee directors, the legal framework in several foreign jurisdictions, particularly the United Kingdom, Australia and New Zealand is also explored throughout this text to provide further insight and perspective on the different issues analysed herein.

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yu-quenhurng and 洪裕焜. "A Study of the Corporate Directors’ and Officers’ Legal Responsibilities of Tunneling." Thesis, 2010. http://ndltd.ncl.edu.tw/handle/23958796604965766777.

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碩士
國立成功大學
科技法律研究所
98
This article topic research of for the company person in charge benefit transportation legal liabilityThe goal lies in the resolution company people in charge behavior of for when any benefit transportation how to be suitable our country law. Wants to reach this goal. This article take the following scope as the discussion. Defines clearly of legal liability the company person in charge benefit transportation. First, state of what benefit transportation, does the benefit transportation have these, goal of the benefit transportation why. Second, who is the company person in charge, how to recognize the company person in charge. Third, when company people in charge for benefit transportation, being suitable of our country law. Fourth, our country law has much on the benefit transportation prevention in deliberates law of standard the American, therefore in the American law may place of the capital profiting by observing others, when is helpful spirit to the understanding benefit transportation legal norm. Fifth, in our country practice do the company people in charge for the benefit transportation case, how the practice interpret the applicable legislation at present.

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20

CHANG, I. TING, and 張逸婷. "A Study of Director’s Nomination and Election Legal System：From the Corporate Governance Perspective." Thesis, 2009. http://ndltd.ncl.edu.tw/handle/14497509997287663849.

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碩士
國立臺北大學
法律學系一般生組
97
When it comes to the issue of corporate governance, shareholders start to focus on the reformation of the director election in recent years. On the basis of “shareholder democracy”, the whole process of the election should be fairness and ensure shareholders have meaningful participation. The shareholder franchise should not be viewed fundamentally as a “rubber stamp”. Only when shareholders participate effectively in the director election could make company boards more accountable to investors. This paper introduces the development of the director election process in U.S that starts from SEC’s proposed “Shareholder Access Rule”(shareholder access to the issuer's proxy statement) in 2003. However, the failure of the shareholder access rule made shareholders shift by public companies from a plurality voting standard for the election of directors to a majority voting standard in a uncontested election. The reforming consideration of the director election by shareholder activist also had effect on the states corporation law, such as：Delaware, California, MBCA. This paper also introduce the new shareholder access rule that proposed by SEC in June 2009.There are some differences in the new proposed rule but has the same corporate governance purpose. I tried to compare the director election process between the U.S and Taiwan’s regulations at the end of the paper in Chapter 5. The director nomination process which established in our corporation law are apparently different from the U.S proposed rule, but still remains its corporate governance purpose. Our stipulation of the nomination process still have some questions need to be solved. I observed both the nomination and the cumulative voting standard in Taiwan, and considered if it could reach the goal of promoting corporate governance.

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21

WANG, SHANG-HAN, and 王尚涵. "A Comparative Legal Study on the Pledge of Shares of Directors and Supervisors." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/8pf27a.

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碩士
東吳大學
法律學系
106
After the financial crisis shocking the world in 2018, there had been lots of fraud scandals among corporations around the world. All financial supervisions in government in the world then focused their attention on revising the relevant rule, which violating the doctrine of corporation governance to reform the market. Later, by following this trend, the congress of Republic of China (Taiwan) had reviewed the Company Act and figured out that one of the most important problem against corporation government in former rules was that corporations, which directors and supervisors usually pledged their holding share which belong to the company they employed to get more money had higher chance to trap into fraud or financial problem. Therefore, the congress tried to establish a new legal control system and revised the Company Act Article 197-1, Section 2, “In case a director of a company whose shares are issued to the public has created a pledge on the company’s shares more than half of the company’s shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares shall not be exercised and the excessive portion of shares shall not be counted in the number of votes of shareholders present at the meeting.” in 2011. The congress hoped the new rules will enhance the corporation governance and perfect the capital market. In the meantime, the congress hoped that the new rules will avoid directors and supervisors speculating on stock and credit problem. Critical from the academia has been furious since then. Comments have suggested that the revised rules were inappropriate and law reviews have indicated that in order to apply the new rules properly, the explanation of the Company Act Article 197-1, Section 2 should be limited by the strict explanation methods. The supreme court however stands on the opposite side and takes up amplified interpretation. The supreme court makes the practice even worse than before. As referring to other countries’ rules, such as the regulation in America and United Kingdom, there is no such kind of example of legislation. Thus, it is necessary to review the Company Act Article 197-1, Section 2 again. From the viewpoint of Principle of equality of shares, Restriction of Voting Right, Performance of Enterprise, Constitutionality and Risk on the Pledge of Shares of Directors and Supervisors, the thesis analyzes the question that if it is proper to establish a new legal control system of pledging company’s share held by directors or supervisors according to the Company Act Article 197-1, Section 2? The thesis suggests it is common that directors or supervisors always pledge their holding shares which belong to the company they employed while having financing request. The thesis also suggests that by deeply thinking over the necessity and the risk of directors and supervisors pledging their holding shares which belong to the company they employed, the Company Act Article 197-1, Section 2 that the legislator revised is considered so inappropriate and should be deleted or revised. Besides, the thesis then suggests the legislator that we should consider other methods, which will eventually treat the common shareholder and shareholders who are also directors or supervisors of the company equally to prevent the problem mentioned above. Until then, the new rules and the supervision system will make the investment environment suitable to the international investment.

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22

HUANG, SHU-CHEN, and 黃淑真. "The Relationship between Financial Crisis and Legal Entity Directors and Supervisors of Business Groups." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/favn6e.

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碩士
國立雲林科技大學
會計系
106
This study explores the relationship with the financial crisis by using the system of directors and supervisors of the corporate juridical person, and then analyzes the influence of the pledge ratio and the financial crisis of directors and supervisors. This paper takes Taiwanese listed companies as the research object, selects 43 companies that have been exposed financial crisis between 2007 and 2012 as a sample, with a 1: 3 matching method and with reference to the research by Lin Chanjuan and Zhang Zhejia (2009) (1) the sample year is the year of crisis corresponding to the financial crisis company; (2) the market of the listed (counter) market is the same as the financial crisis company; (3) the same TEJ sub-company name as the corresponding financial crisis company, (4) The corresponding matched companies with the absolute value of the total assets of the financial crisis companies not exceeding 40% of the total assets of the financial crisis company as the control group of the matched samples and returned by Probit The model validates the hypothesis of this study. The results show that there is a significant positive correlation between the directors and supervisors of the corporation and the financial crisis, and the pledge ratio of the directors and supervisors also has a significant positive correlation with the financial crisis, which means the higher the ratio of directors and supervisors of the corporation, the control of the board of directors can not be exerted Effective supervisory function, and directors and supervisors pledged their shares, often based on self motive motives for the future worries planted insecurity, so that the risk of financial crisis greatly enhanced.

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23

Scott, Ronald W. Brown Ronald M. "Attitudes toward, and perceptions of, consulting legal counsel by physical therapy professional education program directors." 2004. http://wwwlib.umi.com/cr/utexas/fullcit?p3143467.

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24

Yen, Tien-Tsung, and 嚴天琮. "A Legal Study on Director's Duty of Good Faith in Taiwan from the Perspective of Legal Regime and Practice of the United States." Thesis, 2010. http://ndltd.ncl.edu.tw/handle/54537768872774673335.

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25

Scott, Ronald W. "Attitudes toward, and perceptions of, consulting legal counsel by physical therapy professional education program directors." Thesis, 2004. http://hdl.handle.net/2152/1260.

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26

LIN, CHIEN-JU, and 林倩如. "The Relationship between Related-Party Transactions and Legal Entity Directors and Supervisors of Business Groups." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/hf3ua4.

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碩士
國立雲林科技大學
會計系
106
This article uses the companies in-stock in Taiwan to examine the relationship between legal entity directors/supervisors of business groups and related party transactions during 2007 to 2012. Our empirical results found, that the parties or percentages of legal entity directors/supervisors of business groups had positive correlation with related party transactions, which shows the more number of parties or percentages are of legal entity directors/supervisors of business groups, the worse efficiency of supervising on board of directors are, and thus, weaken the corporate governance, causing more related party transactions. The study also found that under the system of legal entity directors/supervisors, the board of directors trend to grouping, making the audit committee could not prove their functions of restraining the related party transactions.

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27

Luo, Bing-Yun, and 羅秉昀. "Legal Entity Directors and Supervisors of Business Groups, Corporate Governance Associated with Information Exposure Quality." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/s2nzkz.

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碩士
國立雲林科技大學
會計系
106
This study examines the relevance of corporate governance and information disclosure quality, and examines the relationship between group enterprise corporations serving as directors and supervisors and information disclosure. This study also classifies corporate governance into aspects of company policy, shareholding structure, and directors and supervisors for further discussion. At the company policy level, whether it is audited by a large accounting firm, the remuneration of directors and supervisors, and the chairman of the board concurrently serving as a general manager represent the self-variables. At the shareholding structure level, the shareholding ratio of government agencies, the shareholding ratio of overseas corporations, and the shareholding ratio of large shareholders represent the self-variables. At the directors and supervisors level, the directors and supervisors of sister company, the ultimate controlling shareholders serving as directors and supervisors, the ratio of group enterprise corporations serving as directors and supervisors, and the directors controlling seats represent the self-variables; besides, this study also independently examines the influence of group enterprise corporations serving as directors and supervisors on information disclosure. The research object of this study is all listed companies in Taiwan. The subject is the impact of corporate governance on information disclosure. The study period is from 2011 to 2014. The sample size is 641 listed companies in Taiwan. A regression analysis was conducted. The analysis results are as follows: the information disclosure level is significantly negatively correlated to the ratio of group enterprise corporations serving as directors and supervisors, the ultimate controlling shareholders serving as directors and supervisors, the directors and supervisors of sister company, the shareholding ratio of large shareholders, the chairman of the board concurrently serving as a general manager;on the other hand, the information disclosure level is significantly positively correlated to the family business management, the shareholding ratio of government agencies, the shareholding ratio of overseas corporations, and whether it is audited by a large accounting firm, and the remuneration of directors and supervisors.

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HSU, TZU-TING, and 許慈庭. "The Relationship between Legal Entity Directors and Supervisors and Corporate Fraud: Evidence from Business Groups." Thesis, 2016. http://ndltd.ncl.edu.tw/handle/06754650255464034263.

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碩士
國立雲林科技大學
會計系
104
The study uses “News Archive” to collect corporate fraud cases between 2004 and 2014 as the research sample. The non-fraud firms then were chosen on the percentage of one to ten as the control group. Probit regression model was used to examine the study hypothesis and provide additional analysis. The study aims to investigate the relation between legal entity directors/supervisors and corporate fraud in business groups. The results showed that the legal entity directors/supervisors of business group set by the boards does not necessarily increase the probability of corporate fraud. However, when there are more legal entity directors/supervisors of business group, the board will be controlled by group enterprise, and thus lose the surveillance function of the board, increasing the probability of corporate fraud. The results also revealed that the occurrences of corporate fraud were more frequent in family firms. Besides, under the interaction between legal entity directors/supervisors of business group and related party transactions, managers will more chances of tunneling through related party transactions, increasing the probability of corporate fraud.

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29

Dyke, Michael John. "The business judgment rule : its application in South Africa." Diss., 1995. http://hdl.handle.net/10500/16728.

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The business judgment rule is used by American courts to establish whether a director has fulfilled his duty of care. It is based on the concept that the directors are legally empowered to manage a corporation's affairs, and the courts accordingly do not interfere with the exercise of those powers unless a board's action is tainted by fraud or self-interest. The courts will not review a business decision where, acting in good faith, the board has truly applied itself to making an informed decision. In certain circumstances, where self-interest on the part of directors is more likely to be a factor, a stricter test is applied. The business judgment rule is implicit in the judgments of English and South African courts and the King Committee has recommended its formal recognition in South Africa. The need for such formal recognition and stricter interpretation of the duty of care and skill discussed.
Private Law
LL.M.

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30

KUO, CHU-YUAN, and 郭筑媛. "The Legal Issues in Midst of Tender Offer－Focus on Director’s Fiduciary Duty and Insider Trading." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/b67ha7.

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碩士
銘傳大學
財金法律學系碩士班
106
Tender Offer is an effective way of corporate M & A strategy, and the public takeover process from the preparation of the merger to the end of the tender offer, the board of directors of the enterprise management, must preserve the company strategy and management. The management of a series of acts, which gives rise to concerns of legality, is of particular importance for public companies that use the capital markets for a wide range of investors. In addition, as another feature of the tender offer, the acquirer must attract shareholders to sell at a price higher than the target transaction price, which in a short period of time will inevitably have a significant impact on the share price. Therefore, during the entire takeover bidding process, often accompanied by the occurrence, and in judicial practice, the most important impact on the insider trading case to determine the stock price is particularly important. This article is based on the topic of "Legal Issues in the Process of Tender offerings - Focusing on Director's Duty and Insider Trading". In this article, we discuss the tender offerings of general public participation in the open acquisition involving the following aspects: the false statement of the tender offer, the duty of attention of the board of directors (especially the independent directors), the insider trading and the non-fulfillment responsibility, and other legal issues. Then it focuses on the duty to pay attention to the management level under the framework of corporate governance in the process of tender offerings. It also uses the system of directors in the United States law to clarify its responsibilities as the object of comparative legal system in our country. For the insider trading, according to the enforcement of the law enforcement in the United States a series of judicial interpretations of the United States and other laws and regulations, related laws and regulations and other supplementary information, to conduct a comparative study. This article explores the opportunity for the law of the United States to evolve more mature with its reference value for our country, discussing the United States Rule 14e-3 arising from the situation of illegal acquisition of illegal insiders. In the theory of property rights, this article explores the insider transaction in the process of tender offerings with the view of the legitimate right of internal information property right, and focuses on the analysis with the message of greatness.

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31

Alexander, Sarah Mehta. "Directors Duties under the CBCA:Shareholder Theory versus Stakeholder Theory Consideration of Stakeholder Theory's Legal and Moral Supremacy." Thesis, 2012. http://hdl.handle.net/1807/33316.

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Traditional scholarship on corporate law evidences the lack of analysis undertaken to understand the interconnectivity between businesses and the societies in which they operate where , scholarship and case law had favored shareholder primacy. However, an analysis of Section 122 of the Canadian Business Corporations Act (CBCA), reveals that the ambiguous language of director’s duties under the CBCA allows for the courts to continue modernize the law inclusive of stakeholder rights without requiring statutory amendments. Therefore, this thesis argues that courts have the flexibility to interpret that directors are within their duties to balance the rights of both shareholders and stakeholders. In fact, this thesis argues that stakeholder theory is superior to shareholder theory in consideration of law and morality. By concluding that stakeholder theory is the new accepted standard in Canadian Corporate law, this paper offers directors guidance on how to perform their role in accordance with the CBCA.

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32

YU-CHENGHSIEH and 謝育錚. "Independent Directors of Legal Experts’ Influence on the Risk of Litigation in Taiwan’s Publicy Inssued Companies." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/9bf6gj.

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碩士
國立成功大學
財務金融研究所碩士在職專班
106
Summary When a significant operational crisis occurs in public companies, its effects will be expanded to the entire financial market. The study collects information on the database of Taiwan Economic Journal, the Market Observation Post System, the Securities and Futures Investors Protection Center from 2015 to 2017 and discusses whether independent directors of legal professional background in the listed companies will contribute to corporate governance in the hope that the results of the study will provide the Financial Supervisory Commission with an idea on how to regulate the members of the board of directors. By using logistic regression analysis, the study has found a negative correlation between the existence of independent directors of legal professional background in the listed companies is negatively related to the company’s litigation events. Although the results are not statistically significant, they are of economic significance in preventing or avoiding major litigations. INTRODUCTION Corporate governance is an important issue for management of public companies because when a major operational crisis occurred, it will often involve the entire financial market. Independent directors play the role of company supervisors. Although China’s independent director system has been in operation for many years, there have been a number of litigations involving corporate governance happened recently. This article studies whether independent directors of legal professional background in the listed companies will contribute to corporate governance and achieve their function of overseeing the company, particularly in terms of litigation prevention, and expected to provide references to the Financial Supervisory Commission when it requires the public companies to set up independent directors and to consider how to regulate its member so as to effectively implement corporate governance. MATERIALS AND METHODS The study has collected information on the database of Taiwan Economic Journal, the Market Observation Post System, the Securities and Futures Investors Protection Center from 2015 to 2017, and adopted logistic regression analysis to prove the hypothesis: “Independent directors with legal expertise are positively related to avoiding the company’s risk of litigation.” RESULTS AND DISCUSSION Test： “Independent directors with legal expertise are positively related to avoiding the company’s risk of litigation.” Model： Litigation＝ a+b1 Lawyer+b2 Seats +b3 Shareholding +b4 Pledge +b5 Corporate CONCLUSION The study has found through the logistic regression analysis that the results of the hypothesis are not statistically significant, but it can still be known that if an independent director of a listed company has a legal professional background, it may have the economic implications of avoiding major lawsuits. The study analyzes the reasons for this statistical result. The reasons may be that the independent directors still rely on the information provided by the management of the company at the current corporate governance level, but seldom use the company’s external professionals, as a result, the information acquisition is mostly one-sided and uncompleted and has led to blind spots in making decisions. Therefore, independent directors should be able to make good use of the company’s external professionals when performing their duties so that independent directors can better obtain necessary information and effectively perform their obligation of supervision. In addition, the independent directors in China have a good relationship with the management, so there is a doubt that if they can fulfill their responsibility for independent supervision when they perform their duties. However, in recent years, the Center for Securities Investors and Futures Traders Protection Center have filed civil claims against independent directors to the courts, which allowed independent directors to express their objections or reservations in the event of a dispute on the company’s board of directors. Therefore, after aggravating the legal responsibilities of independent directors, this deficiency should be effectively improved. Accordingly, the study believes that if these phenomena can be improved, independent directors should be able to effectively give full play to their independent and professional functions and to monitor the operation of the company's board of directors in an impartial, objective and effective manner, improve the inherent weaknesses of the company’s internal supervision, protect the interests of shareholders and thus ensure the stable economic development and sound financial order of the country.

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33

Catterson, Michelle Karen. "The liability of companies and that of directors in their personal capacities, in relation to legal warranties." Diss., 2019. http://hdl.handle.net/10500/26389.

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This research looks at the need and enforceability of legal warranties that companies include in contracts and/or public displays/notices to limit the company’s liability exposure to third parties. It also discusses the liability incurred by a company and that of its directors in their personal capacities (if any) should the legal warranty implemented be found to be unenforceable. The liability that may be incurred by the company and/or its director/s is dependent on whether the legal warranty which it implemented is enforceable or not and therefore it is important to establish what would constitute an enforceable legal warranty. In order to determine what is likely to constitute an enforceable legal warranty the study looks back at what has previously been deemed to constitute an unenforceable legal warranty. This is done by analysing the common law principles of contract, being the freedom to contract and the sanctity of contract, and its development in accordance with our constitutional dispensation through case law precedents. The provisions of the Consumer Protection Act 68 of 2008 that apply to legal warranties are also analysed in order to determine the anticipated outcome of future case law where the Consumer Protection Act 68 of 2008 may be applicable to a dispute involving legal warranties. Once what constitutes an unenforceable legal warranty is established, the study will discuss the legal position of a third party, and that of the company, where a third party has suffered damages as a result of the company’s acts or omissions and the company is unable to raise a legal warranty as a defence against such liability, as the legal warranty is found to be unenforceable. Thereafter the study will discuss the measures available to the company where the company is found liable to the third party for the aforementioned damages and the company wishes to mitigate its losses in this regard. Such measures shall include director insurance as well as the recovery of such liability against a director, in the director’s personal capacity, where the company either does not have director insurance or is unable to enforce the director insurance due to the actions of a director. In order to determine the director’s accountability to the company in this regard an assessment is made of the duties imposed on a director in terms of the common law and Companies Act 71 of 2008 to establish whether such duties are wide enough to include a duty on the director to ensure legal warranties he/she plays a part in implementing are enforceable.
Mercantile Law
LL. M. (Corporate Law)

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34

Moyo, Nomusa Jane. "South Africa principles of corporate governance : legal and regulatory restraints on powers and remuneration of executive directors." Diss., 2010. http://hdl.handle.net/10500/4254.

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The corporate governance set-up in South Africa has undergone fundamental changes during the past decade, with the country today being responsive to most corporate governance issues. South Africa should be complimented for its King Code on Corporate Governance, the Companies Act and Johannesburg Securities Exchange Listing Requirements which have significantly strengthened the country’s corporate governance framework. These legal instruments have been influential in limiting directors’ powers and regulating the way directors are remunerated as a way of achieving good corporate governance. The research discusses the South African corporate governance framework with particular focus on the legal and regulatory framework that seeks to regulate directors’ powers and remuneration. An evaluation of the extent to which the legal and regulatory framework restrains directors’ powers and curbs excessive remuneration is undertaken. Recommendations are then provided on how the existing framework can be improved to adequately and effectively regulate directors’ powers and remuneration so as to achieve good corporate governance.
Mercantile Law
LL.M.

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35

WU, YA-LING, and 吳雅玲. "The Relationship between Director and Supervisor's Self-interest Behavior and Legal Entity Directors and Supervisors of Business Groups." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/592hd9.

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碩士
國立雲林科技大學
會計系
106
This study examines the relationship between directors’/supervisors’ self-interested behavior and legal entity directors/supervisors of business groups by using the listed companies on the Taiwan Stock Exchange from 2007 to 2012 as the research sample. The results show that legal entity directors/supervisors of business group affect the efficiency and operations of the board of directors and, consequently, weaken the internal corporate control mechanism. The higher ratio of legal entity directors/supervisors of business group increases, the easier for them to influence the decision-making and to maximize self-benefits through controlling over the board seats. Thus, a higher ratio of legal entity directors/supervisors of business group is more likely to have higher probability and degree of self-interested behavior of directors/supervisors. This study may provide individual investors as a reference. Our government and policy makers also can take this study as the Value-Relevance Information on the issue of revision system for legal entity directors/supervisors.

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36

Sun, Cheng-Wei, and 孫誠偉. "The Structure, Policy and Monitoring of Legal System for the Directors Compensation under the Aspect of Corporation Governance." Thesis, 2008. http://ndltd.ncl.edu.tw/handle/ee8bw9.

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碩士
國立東華大學
財經法律研究所
96
Abstract Due to the separation of the management and ownership of the corporate nowadays, it makes the authority of corporate management controlled by the board of directors. The shareholders can’t help wonder if the board of directors cares about the interests of the shareholders? It is not necessarily a positive answer. Therefore, how to prevent the directors from going against the interests of the shareholders ? The solution is to offer the directors adequate and reasonable compensation. As far as the paper herein is concerned, what kind of compensation should be offered to the directors in order to reasonably assess the time and effort which the directors have devoted for the entire corporate and the shareholders? How much of the directors compensation is called reasonable? How much is the directors compensation offered so as not to infringe on the deserved interests of the corporate and shareholders? And, who is the appropriate one to determine the directors compensation? Moreover, the board of directors possesses the management authority and takes advantage of information accessibility. Under such situation, how should the shareholders supervise the directors compensation? For the aforementioned questions, there is probably no positive answer. Nevertheless, directors compensation is closely related to the interests of corporate and shareholders, and it is meanwhile related to whether the corporate governance is sound and integrated. Generated from all these crucial points, the paper herein tries to reveal the problems from the viewpoint of corporate governance to investigate the change and development of directors compensation offered and the directors’ pleading right for compensation. Besides, the paper herein also investigates how the directors compensation is constructed in order to reflect the time and effort which the directors have devoted for the corporate, and in the mean time to take the interests of corporate and shareholders into consideration. In addition, if the directors compensation is determined by the board of directors, it is likely that the directors might do for their own good. Hence the directors compensation still should be resolved by the shareholders’ meeting. However, apart from the resolution of shareholders’ meeting, if there is any other possible solution to determine the directors compensation which of that is the issue the paper herein will also explore. Last but not least, no matter how the directors compensation is schemed or if it is reasonable as well as who or what kind of organization should determine the directors compensation, it is the only way to acquaint the shareholders with the details of directors compensation that the directors compensation is brought into the public and related information disclosure of directors compensation is done. The most important of all, how could the shareholders supervise the directors compensation under the rights which are entitled by the Corporate Law, Securities and Exchange Law and other relevant legislation. In the meanwhile, only if the directors compensation is monitored and supervised by the corporate owners who are the shareholder themselves, it is the most safe and assured solution for the shareholders. After all, only the shareholders themselves are the ones who the shareholders truly trust.

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37

Havenga, Michele Kyra. "Fiduciary duties of company directors with specific regard to corporate opportunities." Thesis, 1995. http://hdl.handle.net/10500/18316.

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South African company law is currently the object of comprehensive review. One o f the areas under scrutiny is that of corporate governance. Control over management is vital in the interests of the company itself, its shareholders and its creditors. Effective accountability should be balanced against the need to allow those who manage a certain measure of freedom and discretion in the exercise of their function. Company directors are subject to various duties. This thesis concentrates on their fiduciary obligation. It is suggested that this sui generis obligation is owed to the company as a separate entity. Interests of other groups may sometimes merit con sideration. Against the background o f a com parative investigation, a "corporate opportunity" is defined as any property or economic opportunity to which the com pany has a claim. South African law protects a company’s claim to an opportunity if it is in the company’s line of business and if the company has justifiably been relying upon the director(s) to acquire it or to assist in its acquisition for the company. The application of established fiduciary principles suffice to resolve corporate opportunity matters. Essentially the application o f these rules amount to a determination whether the director has complied with his fundamental duty to act in the company’s best interests. There seems to be no need for a separate doctrine of corporate opportunities.' A director should only be absolved from liability on account of the company’s inability to pursue an opportunity or its rejection by the company if there was no real conflict of interest. The appropriation of corporate opportunities should not be ratifiable, both because the ratification constitutes a fraud on the minority, and because the decision to ratify cannot be regarded as being in the interests of the company. The relationship between the appropriation of corporate opportunities, misuse of confidential information and competition is investigated. These aspects fre quently overlap, but should be distinguished because their bases, and accordingly their appropriate remedies, may differ. Effective control may benefit by a restatement of directors’ fiduciary duties in the Companies Act. To this end certain amendments to the Act are recommended.
Mercantile Law
LLD

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38

Kaminski, Kelly L. "Legal issues in Wisconsin television newsrooms an exploratory study of trends related to market size and news directors' experience /." 1999. http://catalog.hathitrust.org/api/volumes/oclc/41883943.html.

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Thesis (M.A.)--University of Wisconsin--Madison, 1999.
Typescript. eContent provider-neutral record in process. Description based on print version record. Includes bibliographical references (leaves 37-40).

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39

CHIEN, MIN-LUN, and 簡民倫. "The Correlation between Legal Person Directors and the Non-Performing Loans Ratio and Capital Adequacy Ratio in Banking Industry." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/6q6hvs.

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碩士
國立中正大學
會計資訊與法律數位學習碩士在職專班
107
The main purpose of this study is to investigate the legal person director system and corporate governance, whether affects the Non-performing loan ratio and the capital adequacy ratio variable for the Banking industry. The research sample include the domestic bank from 2008 and 2017. The final sample number is 305 observations. The multiple regression analysis method is used to test the relevant hypothesis. The research results show that: 1.The number of legal person directors has a significant positive correlation with the Non-performing loan ratio and a significant negative correlation with the capital adequacy ratio. 2.The legal person directors of private banks have a significant positive correlation with the Non-performing loan ratio and the capital adequacy ratio. 3.There is a significant negative correlation between the academic director's academic qualifications and the Non-performing loan ratio, and a significant positive correlation with the capital adequacy ratio. 4.The legal person shareholding ratio is significantly positive to the capital adequacy ratio, but isn’t significant to the Non-performing loan ratio. The results of the empirical analysis in this paper hope to help clarify whether the legal person director system can implement corporate governance and improve the efficiency of the company's operations to provide reference for the supervisory authority.

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40

Chang, Chiet-Te, and 張捷德. "American Laws as a central viewpoint to study the Directors ＆ Officers Liability Insurance and criticize our current legal systems." Thesis, 2005. http://ndltd.ncl.edu.tw/handle/yt8n54.

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碩士
銘傳大學
法律學系碩士班
93
Requirement for the Directors & Officers Liability Insurance (hereinafter referred as D & O Insurance)becomes more significant since the occurrence of Procomp Informatics Ltd. Incident due to the problem of internal control. Many investors feel helpless when the firms go into bankruptcy. Therefore, the events regarding to the litigation for an indemnity remain unceasingly. The government proposed a series of deformations for the current defect. The purpose is to elevate the probability for the investors of getting an indemnity for their lost. Besides, the director of a company realizes the importance of the D&O. D&O Insurance resulted from the countries of England and USA. However, the D&O Insurance is about to commence in Taiwan. Because of the low insured rate, the market of D&O Insurance in Taiwan is huge. Most of the market for the D&O Insurance is controlled by the foreign insurance company. It was not allowed until the Fubon Insurance first issued the D&O Insurance policy in May, 2002. Recently, the government gives an impetus to internal control. After the Investors Protection Act was enforced, the companies will pay if they do not fully declare and emphasize the financial policy of the company, interpret the loss of turn-investigation, or give a reason for the mismanagement according to the Company Act Article 23. As described previously, the D&O Insurance originated from the England, but it became enhancement and glorification in USA. Thus, the worldwide capacity of the insurance acceptance for D&O Insurance is from USA. From the formulation of insurance premium, the issuance of an indemnification, to the designs of article and various insurances, all of them are the products of Continent Law. Therefore, the D&O Insurance is required to be modified. In the past, the studies of the D&O Insurance were less mentioned in the academic researches, most of relative subjects in the literatures focused mainly on the review the Policy of D&O Insurance. Since the D&O Insurance is one of insurance widely accepted in England and USA, the judgements for the cases of D&O Insurance must have been an excellent resource. To operate the D&O Insurance more smoothly, many cases from the resource were cited in the article, which may become an important reference. Besides, we believe that the establishment of our D&O Insurance contract should focus mainly on the identification of directors’ responsibilities for the indemnification. Therefore, we need to clarify the positions and responsibilities of the directors and officers in the legal institutions of England or USA prior to the suitable establishment of our D&O Insurance. Then, the issues should be analyzed as follows: Do all of the responsibilities of D&O Insurance need to be converted through the Responsible Insurance System? What are the contents and characteristics of D&O Insurance Policies defined by England and USA? Do any differences in phraseology exist among these insurance systems? How to position and explain the relative laws? Could the exempt responsibility developed in USA be cited, and how? Are they comparable with our regulations? In the article, we tried to make a comparison, give an opinion, and address an ideal regarding to the different regulative systems on the basis of the experiences of other countries. The objectives of the studies are to provide an excellent reference for the establishment and improvement the suitability of our D&O Insurance system.

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41

Soares, Elisabete Fernandes. "O Governo das sociedades anónimas em Cabo Verde." Master's thesis, 2009. http://hdl.handle.net/10071/2057.

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Um dos grandes desafios que as organizações enfrentam actualmente é o da definição e aplicação de práticas de governabilidade empresarial que permitam atingir uma boa reputação e um crescimento sustentável e onde as expectativas dos diversos stakeholders possam ser harmonizadas. Cabo Verde é uma pequena economia aberta que foi recentemente considerado como país de rendimento médio. A sua adesão à Organização Mundial do Comércio, o estabelecimento da parceria especial com a União Europeia, o processo de privatização das empresas estatais e o interesse que tem despertado a investidores externos, justificam a implementação de padrões de governabilidade empresariais internacionais, ainda que adequados às características do país. Esta dissertação tem como objectivo caracterizar o governo das sociedades anónimas em Cabo Verde, contribuir para a compreensão e conhecimento do tema e servir de orientação para a melhoria do desempenho das empresas. Para o efeito colocámo-nos a seguinte questão: quais são as práticas de governo das sociedades anónimas em Cabo Verde? Para responder à nossa questão aplicámos um questionário a 77 empresas, o qual foi respondido por 35. As respostas obtidas permitem identificar as práticas de governo das sociedades anónimas em Cabo Verde durante o ano de 2008 e compará-las com as práticas europeias com base no relatório da Heidrick & Struggles (2007). Os resultados alcançados validam a nossa hipótese de partida de que sociedades anónimas em Cabo Verde ainda não utilizam as práticas normalmente aceites como Best Practices do Governo das Sociedades. Apesar de haver um Código das Sociedades Comerciais que procura modernizar e adequar a gestão das empresas aos desafios da globalização, a estrutura empresarial existente, constituída na sua grande maioria por pequenas e médias empresas familiares, a pequena percentagem de sociedades anónimas, o facto de não haver uma entidade com a responsabilidade de avaliar a gestão das empresas e, consequentemente, não existirem incentivos que promovam a adopção de boas práticas de „Corporate Governance podem justificar estes resultados.
One of the biggest challenges facing companies today is that of defining and applying corporate governance practices that allow them to reach a good reputation as well as sustainable growth, where stakeholders‟ expectations could be harmonized. Cape Verde is a small open economy that has recently been considered a middle-income country. Its adhesion to the World Trade Organization, the special partnership with the European Union, the privatization of state-owned companies and the aroused interest of external investors, justify the implementation of international corporate governance standards, yet adjusted to the characteristics of the country. This work aims to characterize the corporate governance of joint-stock companies in Cape Verde, to contribute to the understanding and knowledge of the subject and function as a guideline for the improvement of companies‟ performance. For this purpose, we asked ourselves the following question: what are the corporate governance practices of stock-joint companies in Cape Verde? To answer this question, we have applied a questionnaire to 77 companies, which was answered by 35. The answers have allowed us to identify the practices of the corporate governance of the joint-stock companies in Cape Verde in 2008 and to compare them with the European ones, based on Heidrick & Struggles Report (2007). The outcome validates our starting hypothesis that stock-joint companies in Cape Verde still don‟t apply the practices usually accepted as Best Practices of corporate governance. Although there is a Code of Commercial Companies directed at modernizing and adjusting companies‟ management to the challenges of globalization, the existing business framework, mostly constituted by small and medium-sized family companies; the small number of joint-stock companies and the fact that there is no entity responsible for assessing the management of companies and, subsequently, no incentives to promote the adoption of good practices of corporate governance, may justify our results.

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Collins, Jamie D. "Social capital's dark side: knowledge, reciprocity, and the liability of relationships." Thesis, 2006. http://hdl.handle.net/1969.1/ETD-TAMU-1163.

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Social capital resources for the firm can be conceptualized as those executive-to-executive connections held by a firm’s top management team, as well as firm-to-firm relationships that exist fairly independently of particular individuals. This type of resource can compose an important portion of any firm’s overall resource portfolio. The potential benefits associated with social capital include enhanced economic exchange opportunities, improved innovation capabilities and increased firm survival rates, among others. This study adds to the literature stream focusing on the positive consequences of social capital by demonstrating the cross-level influence of social capital on the development of reciprocity within a joint venture network. It also highlights the link between social capital resources and the quality of knowledge available to a firm via its joint venture partnerships. More importantly, though, we specifically investigate the conditions under which a firm’s social capital (firm-to-firm relationships or the social capital held by key executives) can contribute to undesirable firm-level behaviors. One often mentioned, yet rarely explored dimension of social capital is the phenomenon frequently called the ‘dark side’ of social capital. This dark side of social capital is argued to exist whenever the behavioral expectations accompanying social capital limit contribute to undesirable outcomes for the firm. Several hypotheses are tested in the context of joint ventures among S&P 500 firms. The likelihood of a firm having legal action taken against it by federal regulatory agencies or other firms is demonstrated herein to be related to the number and strength of social capital relationships. In general this research supports the view that having a large number of weak ties is beneficial for firms. More specifically, we found that in the wake of the passage of the Sarbanes-Oxley Act of 2002, an inverse relationship exists between the likelihood of firms engaging in the undesirable behaviors investigated and the number of Boards of Directors on which the firms’ respective executives held seats. Conversely, firms were more likely to engage in these undesirable behaviors whenever the firm-to-firm ties within their network of joint ventures were strongest. Furthermore, executive discretion was highly related to the likelihood of firms engaging in undesirable behaviors.

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43

CHEN, JUN-WEI, and 陳均瑋. "Are Family Businesses Less Likely to Implement Real Earnings Management - an Empirical Analysis of the System of Legal Directors and Supervisors in Taiwan?" Thesis, 2018. http://ndltd.ncl.edu.tw/handle/z7fcr4.

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碩士
國立雲林科技大學
會計系
106
The purpose of this study is to explore whether family businesses are less likely to implement earnings management - an empirical analysis of the system of legal directors and supervisors in Taiwan? In the Taiwan stock exchange listed companies between 2013 and 2016, data analysis, the empirical results found that corporate entity directors and supervisors ratio is larger, the lower board effectiveness, cannot develop supervisory function effectively, the substance may be enforced by earnings management. On the system of legal directors and supervisors in Taiwan, the family firms can make control with relatively few holdings, has higher control, board seat-control and cash flow right deviation degree, so the family interests and corporate interests, deprivation effect, result in family business is not necessarily more not to be real earnings management. In addition, compared with non-family firms, family firms are more likely to carry out substantial earnings management in terms of discretionary expenditure.

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44

Cassim, Rehana. "A critical analysis of the removal of directors by the board of directors and the judiciary under the Companies Act 71 of 2008." Thesis, 2018. http://hdl.handle.net/10500/25255.

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Section 71(3) of the Companies Act 71 of 2008 has introduced into South African company law a provision which for the first time permits the board of directors to remove another director from office in certain specific instances. A further significant innovation in the Companies Act 71 of 2008 is contained in section 162, which empowers a court to make an order declaring a director delinquent or placing him under probation in specific instances. The effect of section 162 is that a court is empowered to remove a director from the board of directors. The focus of this thesis is the removal of directors from office by the board of directors and by the judiciary. The thesis explores the underpinning philosophy of the statutory provisions relating to the removal of directors from office. It also examines the impact of the power given to the board of directors and to the courts to remove a director from office. The grounds and the procedures for the removal of directors by the board of directors and the judiciary are examined. The fiduciary duties applicable to directors in removing a director from the board of directors are also explored. In addition, this thesis examines the removal of directors holding multiple positions or capacities in relation to a company, such as an employee or a shareholder with loaded voting rights. The remedies which may be relied on by a director who has been removed from office by the board of directors are examined. Recommendations are made to strengthen and improve the provisions in the Companies Act 71 of 2008 relating to the removal of directors from office by the board of directors and the judiciary. Amendments to the Companies Act 71 of 2008 are suggested to remove ambiguities; to guard against the abuse of sections 71(3) and 162; to improve the grounds and procedures for the removal of directors by the board of directors and the judiciary, and to enhance the remedies that may be relied on by a director who has been removed from office by the board of directors.
Artikel 71(3) van die Maatskappywet 71 van 2008 het ’n bepaling tot Suid-Afrikaanse maatskappyreg toegevoeg wat die direksie vir die eerste keer in staat stel om ’n ander direkteur in sekere spesifieke gevalle uit sy of haar amp te verwyder. ’n Verdere belangrike vernuwing in die Maatskappywet 71 van 2008 word in artikel 162 vervat, wat ’n hof magtig om ’n bevel uit te vaardig wat ’n direkteur misdadig verklaar of hom of haar in spesifieke gevalle aan ’n proeftydperk onderwerp. Die effek van artikel 162 is dat ’n hof by magte is om ’n direkteur uit die direksie te verwyder. Die fokus van hierdie tesis is die verwydering van direkteure uit hul ampte deur die direksie en die regbank. Die tesis verken die onderliggende filosofie van die statutêre bepalings wat met die verwydering van direkteure uit hul ampte verband hou. Dit ondersoek ook die impak van die bevoegdheid wat aan die direksie en die howe verleen word om ’n direkteur uit sy of haar amp te verwyder. Die gronde en prosedures vir die verwydering van direkteure deur die direksie en die regbank word ondersoek. Die fidusiêre pligte van toepassing op direkteure by die verwydering van ’n direkteur uit die direksie word ook verken. Daarbenewens ondersoek hierdie tesis die verwydering van direkteure wat veelvuldige posisies of hoedanighede met betrekking tot ’n maatskappy beklee, soos ŉ werknemer of aandeelhouer met gelaaide stemregte. Die regsmiddele waarop ’n direkteur, wat deur die direksie uit sy of haar amp verwyder is, kan steun, word ondersoek. Aanbevelings word gemaak om die bepalings in die Maatskappywet 71 van 2008, wat met die verwydering van direkteure uit hul ampte deur die direksie en regbank verband hou, te versterk en te verbeter. Wysigings aan die Maatskappywet 71 van 2008 word voorgestel om dubbelsinnighede uit te skakel; om teen die misbruik van artikels 71(3) en 162 te waak; om die gronde en prosedures vir die verwydering van direkteure deur die direksie en die regbank te verbeter, en om die regsmiddele waarop ’n direkteur wat deur die direksie uit sy of haar amp verwyder is kan steun, te versterk.
ISigaba 71(3) Somthetho weZinkampani 71 ka 2008 sewuze wangenisa emithethweni yezinkampani zaseNingizimu Afrika, umthetho ongowokuqala ovumela ibhodi labaqondisi ukuthi libe namandla wokugudluza omunye umqondisi esikhundleni sakhe ngaphansi kwezimo ezithile. Olunye ushintsho olusha kuMthetho wama-71 weZinkampani ka 2008 uqukethwe yiSigaba 162, wona ugunyaza inkantolo ukuthi ikhiphe umyalelo owazisa umqondisi ngokuthi unecala noma obeka umqondisi ngaphansi kophenyo, phecelezi “probation” ngesinye isikhathi. Inhloso yeSigaba 162 wukunikeza inkantolo igunya lokugudluza umqondisi kwibhodi labaqondisi. Impokophelo yale thisisi wukugudluzwa kwabaqondisi, bagudluzwe yibhodi labaqondisi kanye nomthetho/nobulungisa. Ithisisi ihlola ifilosofi yemithetho ekhishiwe emayelana nokugudluzwa kwabaqondisi ezikhundleni zabo, Kanti futhi ihlola umthelela wamandla anikezwe ibhodi labaqondisi kanye nezinkantolo ukuthi zigudluze umqondisi esikhundleni. Izizathu kanye nengqubo elandelwayo mayelana nokugudluzwa kwabaqondisi yibhodi labaqondisi kanye nomthetho nazo ziyahlolwa. Imisebenzi emayelana nokuthembeka eyenziwa ngabaqondisi ukugudluza umqondisi kwibhodi labaqondisi nayo iyacwaningwa Ngaphezu kwalokhu, le thisisi .iphenya ukugudluzwa kwabaqondisi abaqokwe ezikhundleni eziningi noma abanegunya elithize ngokwengqubo yenkampani, enjengesisebenzi, phecelezi “employee” noma umabelwa-mashezi onamalungelo amaningi okuvota, phecelezi, “loaded with voting rights”. Izeluleko ezingasetshenziswa wumqondisi ogudluzwe esikhundleni sakhe yibhodi labaqondisi nazo ziyahlolwa. Izincomo nazo ziyenziwa ngenhloso yokuqinisa kanye nokuthuthukiswa kwamandla oMthetho we-71 weZinkampani ka 2008, mayelana nokugudluzwa kwabaqondisi ezikhundleni yibhodi labaqondisi kanye nomthetho. Izinguquko zoMthetho wama-71 weZinkampani ka 2008 ziqonde ukususa izixakaxaka, ukulwa nokudlelezelwa kweSigaba 71(3) kanye no 162, ukuthuthukisa izizathu kanye nezingqubo zokugudluzwa kwabaqondisi yibhodi labaqondisi kanye nomthetho, ukuqinisa izindlela zokulungisa ezingasetshenziswa wumqondisi osegudluziwe esikhundleni yibhodi labaqondisi.
Mercantile Law
LL. D.

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45

Kleynhans, Stefan Anton. "The corporate opportunity rule: a comparative study." Diss., 2016. http://hdl.handle.net/10500/22604.

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Company directors, being human, may be tempted to promote their own interests rather than those of the companies on whose boards they serve. Directors are subject to a number of legal duties. A director has a fiduciary duty to act in good faith and in the best interests of the company. A number of other duties flow from this duty such as the duty to avoid a conflict of interests. The duty of a director not to appropriate a corporate opportunity belonging to the company of which he or she is a director, also flows from the duty to avoid a conflict of interests. The common-law duties of directors which have their origins in English law, have developed over a number of years. Because of the difficulty that directors had in establishing what their duties were, a number of jurisdictions embarked on a process of codifying or partially codifying these duties. South Africa, Australia and England are three countries that have promulgated legislation which has resulted in the codification or partial codification of directors’ duties. The purpose of the codification or partial codification of directors’ duties was firstly to clarify the duties of directors, and secondly to make the duties more accessible to those affected by them – the directors of companies. In South Africa the Companies Act 71 of 2008 has partially codified the duties of directors. Because directors’ duties have only been partially codified there is uncertainty regarding their scope. This dissertation will focus on the possible effect of the 2008 Companies Act on the duty of a director not to take a corporate opportunity falling to the company. In this dissertation I address two issues involving the effect of the 2008 Companies Act on the duty of a director not to appropriate a corporate opportunity belonging to the company. Firstly, I consider whether the partially codified directors’ duties are wide enough to cover issues involving the appropriation of corporate opportunities. Secondly, I consider the appropriate common-law test or tests to be applied in determining whether, in the specific circumstances, an opportunity should be classified as a corporate opportunity. In considering whether the partially codified duties of directors are wide enough to include the corporate-opportunity rule, I compare the approach to corporate opportunities and the corporate-opportunity rule in South Africa, Australia and England.
Mercantile Law
LL.M. (Corporation Law)

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46

Coetzee, Johannes Hendrik. "Sustainability-environmental risks and legal liabilities of South African banks / Johannes Hendrik Coetzee." Thesis, 2013. http://hdl.handle.net/10394/10644.

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In the environmental context banks face direct, indirect and reputational risks from their internal operations and their external business activities. The current specific focus on the protection of the environment makes it essential for banks and their directors to be aware and stay on top of potential risks and liabilities. This is especially so because banks’ directors can be criminally prosecuted for environmental crimes. The application and effect of the Prevention of Organised Crime Act 121 of 1998 (POCA) on persons convicted of an environmental crime or crimes has been identified as a possible new or added risk for banks and their directors. Banks in addition to their normal environmental risk and liabilities also need to contend with the possibility of lender liability. Existing legislation pertinent to lender liability does not expressly or specifically deal with lender liability. Absence of judgements on lender liability further exacerbates the risks and the uncertainty for banks in South Africa. Therefore, banks remain subject to legal uncertainty and associated risks. The issue of lender liability specifically with regard to the implication of “the person in control” requires clarification. Hence, it is recommended that legislation relevant to lender liability (National Environmental Management Act 107 of 1998; National Water Act 36 of 1998 and the National Environmental Management: Waste Act 59 of 2008) be revised to specifically accommodate and protect lenders (lending banks) in certain distinct circumstances. The role of banks is that of an intermediary between borrowers and lenders of money. Therefore, it influences the direction and pace of economic development and by default steers and promotes either sustainable or non-sustainable development. Currently, mainstream banks are in effect financing a brown economy and hence subscribe to a weak form of sustainability. It would seem that mainstream banks are more concerned with managing the impact that environmental risk may have on bank lending than the impact of bank lending on the environment. The evolving nature of sustainability (from weak to strong and from a brown to green economy) demands a fundamental policy change for banks. It is expected that mainstream banks will be put under even greater pressure than before to make the transition from weak to strong sustainability. Hence, banks’ current environmental risk management systems will not be sufficient to cater for new environmental risks and liabilities that the move to stronger sustainability (in the form of the green economy) will present. Banks should adopt the stronger version of sustainability; formulate environmental principles that the bank will adhere to; incorporate these environmental principles into all aspects of its lending cycle, develop an environmental risk management system that should include as a minimum the identification of all the applicable legislation pertaining to the specific financing or lending of capital, risk identification, assessment of the specific risk, implementation of risk control measures, mitigation of the risk, risk monitoring and auditing.
LLM (Environmental Law and Governance), North-West University, Potchefstroom Campus, 2014

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47

Kuo, Chao-yin, and 郭昭吟. "Exploring the Legal Responsibility of Directors,Supervisors,and senior managers in light of China's New Corporation Law(2005):With Focus on the Duty of Loyalty and Duty of Care." Thesis, 2009. http://ndltd.ncl.edu.tw/handle/93317144025173054401.

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碩士
東吳大學
法律學系
97
The main purpose of the thesis is discussing Company Law of the People’s Republic of China 2005(CLPRC) ,regarding duty of loyalty and duty of care that corporate directors, supervisors, and senior managers should have. Both of the duties are the core of the amendments of CLPRC in 2005, as well as the essential value and issue of modern corporate governance. It is rooted and well developed in common law countries, and applied thoroughly in court cases and practice. The contents of the thesis are as following: The 1st chapter focuses on the motivation and purpose of this research. The 2nd chapter is about the legal obligation of directors ,supervisors and senior managers in corporate governance, especially focusing on the influence from the spirit of corporate governance on the China’s corporation law 2005.It also have the different upon duty of care,duty of loyalty and qualifications,which about directors, supervisors and senior managers between China’ Corporate Law 1993 and 2005.It also talks about legal vision of both of the duties and responsibilities that the above persons have in company Laws of Taiwan and China. The 3rd chapter describes the theory foundation regarding duty of care and duty of loyalty ,compared with the common law and the civil law.In common law,it’s about agency relationship and fiduciary relationship.In civil law,it’ about agency and trustee. The 4th chapter introduce the duty of loyalty.There are some legislative materials related to duty of loyalty.It also have some discussing in article 149 of China’s corporation law 2005,touch upon the every type the article have,as well as the usual type which obey the duty of loyalty.It concluding as following:The directors, supervisors, and senior managers of a company shall not exploit their position to accept bribes or other illegal income or wrongfully take over company property.The directors or managers shall not misappropriate company funds or loan such funds to others.The directors or managers shall not open accounts in their own names or in the names of other individuals for the deposit of the company's assets.The directors or managers shall not provide a guarantee for debts of a shareholder of the company or other individual(s) with the company's assets.The directors or managers shall not engage on their own behalf or on behalf of others in any business similar to the business of the company in which they hold.They shall not disclose the secrets of the company.The others are self-trading,relevant trade without authorization,and etc. The 5th chapter provides duty of care,and a review of “ standard of business judgment rule” in the US.It also takes about the duty of disclosure upon independent directors. The 6th chapter describes the criminal liability and the administrative liability.This chapter introduces the history of legislations and the orders of penal code in China when the obedience of duty of loyalty occurs. The 7th chapter is about civil liability.When directors, supervisors, and senior managers violate the rule about duty of loyalty and duty of care,they have to face the responsibility on compensation and the system of disgorgement.It already has the lawsuits about direct action and derivative action in China’s corporation law 2005.It also provides that independent directors and independent supervisors may be free of liability in some way which law permits. The 8th chapters is writer’s point of view and conclusion about duty of care and duty of loyalty.

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Esser, Irene-Marié. "Recognition of various stakeholder interests in company management." Thesis, 2008. http://hdl.handle.net/10500/2277.

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Good corporate governance should be the cornerstone of all company management. Directors ought to know in whose interests the company should be managed. This thesis attempts to answer the following question: whose interests must be granted primacy in the management of a company? In chapter 1 it is stated that shareholders' interests are traditionally granted primacy in the management of a company. There has, however, been a shift in public opinion towards recognition of a wider variety of interests that should be considered than only those of the shareholders. These interests include, inter alia, environmental interests and those of the investors, employees and consumers. This thesis thus focuses on the primary stakeholders, namely individual shareholders, creditors, employees, consumers and suppliers. In chapter 2 a theoretical foundation is provided on the nature of a company. The different theories on the nature of a company, emphasising either shareholder primacy or stakeholder protection, are discussed. A combined new theory is proposed. It is suggested that the confusion relating to the meaning of "the company" needs to be eliminated. Chapters 3, 4 and 5 provide an international comparison of the company law in Botswana, Australia, New Zealand and the United Kingdom. The focus falls, firstly, on directors' duties, secondly, on the question in whose interests directors should manage a company and, thirdly, on the codification of their duties. In chapter 6 the South African position is evaluated. First, the possible stakeholders are identified and the protection currently afforded them is explained. The reports of the King Committee on Corporate Governance, the Policy Document on company law reform as well as the Companies Bill of 2007 are discussed. Draft clauses are recommended to be incorporated in new company legislation to provide directors with clarity on what is expected of them. It is the aim of this thesis to provide clarity on whose interests should receive primacy when directors manage a company. The outcome of this research should provide a clear indication to South African directors of what is expected of them and who the beneficiaries of their fiduciary duties are.
Law
LL.D.

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Procházková, Tereza. "Diskvalifikace členů statutárních orgánů z výkonu funkce v kapitálových obchodních společnostech a srovnání s úpravou ve Velké Británii." Master's thesis, 2017. http://www.nusl.cz/ntk/nusl-365305.

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This diploma thesis deals with the disqualification of directors. With regard to the proclaimed inspirational source from the United Kingdom, the work is focused on comparing the British legal framework with its Czech counterpart. Certain theories and methods presented in comparative literature are used for this comparison, especially the theory of legal transplants and the functional method. The work is divided into five parts, including the introduction and the conclusion. Firstly, the theoretical starting points and the objectives of the work are presented, followed by the part devoted to the British legislation and subsequently followed by the part devoted to the Czech regulation, which also contains aforementioned comparison. Last ones are the chapters devoted to answering the research questions and conclusion. In the section on British legislation, emphasis is placed on the grounds for disqualification, especially on the disqualification for unfitness. There are described main features of the regulation, which are relevant for the Czech legislation. In the part devoted to Czech version, the emphasis is also put on the grounds for disqualification, the past development of regulation in the Czech Republic and the personal scope of the disqualification. Czech legislation is also analytically...

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50

Frantzen, Erinda. "The powers and authority of directors to act on behalf of a company under South African law." Diss., 2019. http://hdl.handle.net/10500/25735.

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As a company is a juristic person it can only act through human agency. A question that arises because of this fact is under what circumstances a company can be held to a contract by a third party where its representative was unauthorised to enter into such contract. There should be a careful weighing and balancing of the interests of the shareholders and the company on the one hand and the contracting third party on the other. It is further important to have legal certainty on the validity and enforceability of contracts concluded by and with companies as the absence of certainty can hamper business dealings with companies which would have an impact on the economy. The common-law principles of agency form the foundation upon which representation within the context of company law takes place. The law of agency has been adapted in the context of company law to satisfy the unique needs that have originated in this regard. One such adaptation is the creation of the Turquand rule by the English courts which rule was taken over by the South African courts. One of the primary reasons for creating the Turquand rule was due to the harsh effect that the common-law doctrine of constructive notice had on third parties dealing with a company. In this study an examination of the current legal position regarding representation of a company in South Africa was undertaken. The history and development of the common-law principles of agency and doctrines that are unique to representation in a company law context are analysed and the relevant sections of the Companies Act 71 of 2008 are discussed. The integration of the common-law principles with the relevant provisions of the Companies Act 71 of 2008 is considered and recommendations are made in respect thereof. In support of the analysis, a comparative study was undertaken of the history and development of this subject matter in England. It was concluded that South African company law, with all its shortcomings and uncertainties is still to be preferred above the position in England.
Aangesien ‘n maatskappy ‘n regspersoon is, kan dit slegs deur middel van natuurlike persone as agente optree. ‘n Vraag wat as gevolg van hierdie feit ontstaan is onder watter omstandighede ‘n maatskappy deur ‘n derde party gebonde gehou kan word aan ‘n kontrak waar die maatskappy se verteenwoordiger nie gemagtig was om die kontrak aan te gaan nie. Daar behoort ‘n versigtige afweging te wees tussen die belange van die maatskappy en sy aandeelhouers aan die een kant en ‘n derde party wat met die maatskappy kontrakteer aan die ander kant. Dit is verder belangrik om regsekerheid te hê oor die geldigheid en afdwingbaarheid van kontrakte wat met maatskappye aangegaan word aangesien die afwesigheid daarvan besigheidsverkeer met maatskappye kan kortwiek wat ‘n impak op die ekonomie tot gevolg sal hê. Die gemeenregtelike beginsels van verteenwoordiging vorm die basis waarop verteenwoordiging binne die konteks van maatskappyereg plaasvind. Verteenwoordigingsreg is aangepas binne die konteks van maatskappye om voorsiening te maak vir die unieke behoeftes wat in hierdie verband ontstaan het. Een sodanige aanpassing is die skepping van die Turquand reël deur die Engelse howe, welke reël deur die Suid-Afrikaanse howe oorgeneem is. Een van die hoofredes vir die skepping van die Turquand reël is die onregverdige uitwerking wat die gemeenregtelike leerstuk van toegerekende kennis op derde partye gehad het wat met ‘n maatskappy onderhandel. ‘n Studie van die huidige regsposisie rakende verteenwoordiging van ‘n maatskappy in Suid-Afrika is hierin gedoen. Die geskiedenis en ontwikkeling van die gemeenregtelike beginsels van verteenwoordiging en leerstukke eie aan verteenwoordiging in die konteks van maatskappyereg is geanaliseer. Die betrokke artikels van die Maatskappywet 71 van 2008 word bespreek. Die integrasie van hierdie gemeenregtelike beginsels met die betrokke bepalings van die Maatskappywet 71 van 2008 is oorweeg en aanbevelings in verband daarmee gemaak. Ter ondersteuning van die analise is ‘n vergelykende studie van die gekiedenis en ontwikkeling van hierdie onderwerp in Engeland onderneem. Daar is tot die slotsom gekom dat die Suid-Afrikaanse maatskappyereg, met al sy tekortkominge en onsekerhede nogsteeds bo die posisie in Engeland te verkies is.
Mercantile Law
LL. M.

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Dissertations / Theses on the topic 'Legal Directories'

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