Дисертації з теми "Directors' liability to shareholders"
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1
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.
Анотація:
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
2
Sauls, Daveraj Landor. "Directors Personal Liability for Irregular, Wasteful and Fruitless Expenditure in South African (SA) State owned Companies (SOC)." University of the Western Cape, 2020. http://hdl.handle.net/11394/7705.
Анотація:
Magister Legum - LLMDirectors of companies are the forerunners in overseeing and strategically managing a company.1 The Companies Act 71 of 2008 (the Companies Act) gives the board of directors the legislative obligation for a company to be managed by or under the direction of the board of directors.2 The board of directors have a central role in the decision making and operation of a company; this position also applies to the board of directors of State owned Companies (SOC). This dissertation explores methods to hold directors of SOCs personally liable for irregular, wasteful and fruitless expenditure Irregular expenditure is defined as expenditure that does not comply with the provisions of the Public Finance Management Act 1 of 1999 (PFMA), the State Tender Board Act 86 of 1968 or any legislation that provides for provincial government procedure.3 Fruitless and wasteful expenditure is defined as ‘expenditure which was made in vain and would have been avoided had reasonable care has been exercised’.This research aims to analyse legislative mechanisms put in place that hold directors of SOCs personally liable for irregular, reckless, wasteful and fruitless expenditure. Section 77(2)(b) and 218(2) of the Companies Act contains the legislative basis for the personal liability of directors of SOCs for irregular, wasteful and fruitless expenditure.
3
Mboweni, Pamela. "A Critical Analysis of the Liability of Directors in Light of the Unwarranted Shareholder Involvement in South African State-Owned Enterprises." Diss., University of Pretoria, 2019. http://hdl.handle.net/2263/77415.
Анотація:
South African state-owned enterprises are continually in distress and are failing to meet their objectives. Most of the failures can be attributed to corporate governance contraventions that take place within these enterprises. The regulatory framework of South African state-owned enterprises is wide and diverse in nature. The dissertation will critically analyse the liability of directors in light of the unwarranted shareholder involvement in South African state-owned enterprises.
An overview of the current governance trends within these enterprises will be provided with the view of analysing the existence of effective corporate governance practices. A critic in relation to the current state of governance within these institutions will be provided. The study will outline will the role of the board of the directors and the role of government as a shareholder in state-owned enterprises. And also provide the mechanisms that can be utilized to ensure accountability within state-owned enterprises.Mini Dissertation (LLM)--University of Pretoria, 2019.
Mercantile Law
LLM
Unrestricted
4
Stratton, M. Lee. "Directors' fiduciary duties to shareholders." Thesis, University of Ottawa (Canada), 1993. http://hdl.handle.net/10393/6561.
Анотація:
Since the 1902 decision of Percival v. $Wright\sp1,$ Canadian common law has provided that directors generally have no fiduciary duties to shareholders. Shareholders have continued to assert that directors have such duties, however. Moreover, shareholders have been attracted by the allure of the rigorously restitutionary remedies imposed on fiduciaries. Cases in which share holders have made claims of fiduciary duty against directors since the law reforms of the 1960s and 1970s are examined. The law reformers expected that the courts would develop the law of fiduciary relations within the corporation. Moreover, the nature of securities law reforms confronted the courts with the previously noted gulf between the statutory fiduciary obligations imposed on directors and insiders of widely-held corporations and the lack of such obligations in private companies. This review of judicial decisions begins with an examination of the compulsory acquisition cases which preceded the statutory take-over bid reforms. These cases arise from facts which would constitute take-over bids under the statutory reforms of the 1960s. In these cases, we see a very limited attempt by the judiciary to impose fiduciary obligations of good faith and candour in favour of minority shareholders. The courts' sense of commercial morality seems to have been stirred in these cases, a morality engendered by the arbitrary expropriation permitted by the statutory compulsory acquisition provisions. An examination of latter day cases involving claims of fiduciary duty show that the decisions are sprinkled with references to commercial morality. Despite this moral impetus, the courts seem unwilling to venture beyond the perceived constraints of the corporations statutes. This unwillingness, coupled with the courts' inability to articulate a uniform rationale for imposing fiduciary duties on directors in favour of shareholders contribute to the unsatisfactory state of the law. (Abstract shortened by UMI.) ftn$\sp1$ (1902) 2 Ch 421.
5
Mwaura, Joseph Kiarie. "The Kenyan regulation of company directors : an analytical study." Thesis, University of Wolverhampton, 2003. http://hdl.handle.net/2436/96292.
6
Paolini, Adolfo. "The nature of directors' and officers' liability insurance." Thesis, University of Southampton, 2005. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.430716.
7
Zhang, Huang. "Directors’ liability from the perspective of private international law." Doctoral thesis, Universitat Autònoma de Barcelona, 2014. http://hdl.handle.net/10803/284240.
Анотація:
La responsabilidad de los administradores es una buena herramienta que nos permite revelar las diversas teorías y ideologías en materia de gobierno corporativo. Se trata de un tema societario muy importante en el ámbito jurídico internacional. Esta tesis aborda el problema de la aplicación de las normas del Derecho internacional privado a la responsabilidad de los administradores.
La primera parte de la tesis realiza un análisis profundo del ordenamiento sustantivo de Francia, Reino Unido, Alemania, España y China, partiendo de una perspectiva comparada. A través de una comparación entre los diferentes sistemas jurídicos se obtiene un panorama general de los ordenamientos sustantivos sobre la responsabilidad de administradores. También se estudian las medidas que se adoptan en los países al establecer sus propios sistemas con el objetivo de tener un buen gobierno corporativo.
La segunda parte de la tesis se ocupa de los problemas de competencia judicial internacional en la materia de la responsabilidad de los administradores. Por un lado, se tienen en cuenta aspectos tales como el domicilio del demandado, competencia exclusiva, sumisión de las partes, y obligaciones contractuales y extra-contractuales. El examen se centra en la aplicabilidad del Reglamento Bruselas I en este sector. Por otro lado, se procede tanto a la interacción entre el Reglamento de Insolvencia y el Reglamento Bruselas I, como a la articulación del Derecho europeo con el Derecho nacional. Asimismo, también se presta atención a la búsqueda de una solución para los problemas que se derivan del recurso a los tribunales estatales, y por tanto se tiene en cuenta la aplicabilidad de arbitraje en dicha materia.
La tercera parte de la tesis se dedica a la determinación de la ley aplicable a las cuestiones derivadas de la responsabilidad de administradores. Por un lado, se estudia la articulación entre lex societatis, lex concursus, lex contractus, lex loci delicti y lex fori. Por tanto, se examinan tanto la aplicabilidad del Reglamento Roma I, Reglamento Roma II, Reglamento de Insolvencia, como la de las normas nacionales del Derecho internacional privado. Por otro lado, se tiene en cuenta tanto el principio de la libertad de establecimiento garantizado por el Derecho europeo, así como en qué medida este principio afecta al régimen de la responsabilidad de administradoresDirectors’ liability is an excellent vehicle for revealing the diverse theoretical and ideological approaches to corporate governance. It is a subject of corporate legal work all over the world. Based on directors’ liability, this dissertation focuses on how the private international law rules apply in dealing with this kind of liability. The first part of the dissertation examines comprehensively with detailed analysis the legal systems in France, the UK, Germany, Spain and China from a comparative perspective. By comparing competitive legal systems of different countries, we try to give a panorama on the substantive rules on directors’ liability, and to clarify how the legal systems of different countries are designed to ensure good corporate governance. The second part of the dissertation deals with jurisdictional problems in the regime of directors’ liability. On one hand, we take into account the aspects such as defendant’s domicile, exclusive jurisdiction, party autonomy, and contractual and non-contractual obligations and investigate the applicability of Brussels I Regulation in directors’ liability. On the other hand, we also examine the interaction of Insolvency Regulation with Brussels I Regulation, and the articulation of the EU law and national law in this area. Furthermore, we try to offer another solution to the jurisdictional problems existing in directors’ liability by referring to arbitration as well. The third part of the dissertation deals with the problems relating to applicable law in the regime of directors’ liability. On one hand, we investigate the articulation of lex societatis, lex concursus, lex contractus, lex loci delicti and lex fori. And therefore we examine the applicability of Rome I Regulation, Rome II Regulation, Insolvency Regulation as well as national private international law rules in this area. On the other hand, we also take into account the EU principle of freedom of establishment and therefore study on how it affects the regime of directors’ liability on the basis of ECJ’s interpretation.
8
Smadja, Clément. "Hostile takeovers and directors' duties: from Delaware to Brussels, what's best for shareholders?" Thesis, McGill University, 2008. http://digitool.Library.McGill.CA:80/R/?func=dbin-jump-full&object_id=18727.
Анотація:
This thesis attempts to address the crucial issue of the appropriate role of corporate boards in response to hostile takeover bids. In such circumstances, directors face an obvious conflict of interests: since they might lose their jobs and benefits once the acquisition is completed, they may use their corporate powers to erect takeover defenses or to simply veto the offer. As a matter of doctrine, the debate falls into two schools of thoughts. The managerialist school supports that boards should be permitted to erect defenses and/or veto on the grounds that directors are better placed to protect the interests of shareholders whereas the shareholder choice school relies on the conflict of interest to support boards' passivity. As a matter of practice, the U.S. system adopts an approach that is more consistent with managerialism, while the recent European takeover directive advocates in essence that shareholders are the only ones that should take the ultimate decision. At the end of the day, we must ask ourselves “What's best for shareholders?”Pléthore d'hypothèses, de théories et d'arguments ont été développées au sujet du rôle des dirigeants de sociétés cotées lors d'offres publiques d'achat hostiles. Le conflit d'intérêts dont les intéressés font face est évident: le risque notable de se voir remercier à la suite de l'acquisition, et de facto de perdre les avantages pécuniaires directement associés à leurs positions, les conduit le plus souvent à rejeter une offre, fut-elle favorable aux actionnaires. De ce débat éminemment important pour le droit des sociétés, deux écoles se distinguent. L'école « managériale », que les Etats-Unis ont pris comme modèle, se fait l'avocate d'un système dans lequel les dirigeants garderaient les pouvoirs de négocier et éventuellement de refuser une offre, ceci dans l'intérêt de leurs actionnaires. L'école actionnariale, au contraire, argue de la nocivité du conflit d'intérêt ainsi que des droits fondamentaux des actionnaires de pouvoir se prononcer sur le destin de la société, afin de leur conférer l'autorité décisionnelle. Ainsi se positionne la toute récente directive européenne sur les offres publiques d'achat. Reste la question cruciale dont la présente thèse s'attache à répondre: lequel de ces deux systèmes bénéficie au mieux les actionnaires ?
9
Chien, Li-Fen. "Do existing laws in South Africa hold directors personally liable for environmental transgressions?" University of the Western Cape, 2020. http://hdl.handle.net/11394/8008.
Анотація:
Magister Legum - LLMThe number of environmental offences taking place continues to increase each year. Despite the special position of responsibility occupied by directors as the ‘directing mind and will’ of the companies responsible for the commission of these offences, directors appear to continue to be shielded unconditionally behind the separate legal personality of the company. This thesis consists of a thorough examination of existing environmental laws, as well as the Companies Act 71 of 2008 and the King IV Report on Corporate Governance, to determine whether the provisions contained therein may be interpreted so as to depart from the principle of separate legal personality (as provided for by corporate law) in order to hold directors personally liable for environmental transgressions.
10
賴佳芳. "The Association among Agency Problem of Controlling Shareholders, Directors’ and Officers’ Liability Insurance, and Earnings Persistence." Thesis, 2011. http://ndltd.ncl.edu.tw/handle/84803683367435964203.
Анотація:
碩士國立彰化師範大學
會計學系
99
More than half of Taiwanese listed companies have concentrated ownership structures that are often controlled by families. The agency problems arise from the conflict of interest between minority shareholders and the controlling owner, who generally has control rights in excess of their cash flow rights via pyramid and cross-shareholdings. The divergence between control rights and cash flow rights provides controlling owners with the ability and incentives to derive private control benefits at the expense of minority shareholders. With the raising awareness of investor protection and the competent authorities pay attention to the corporate governance, directors and officers confront the higher liability risk. Therefore, the demand for purchasing Directors’ and Officers’ Liability Insurance (D&O insurance) has become increased. This paper mainly examine the association between ownership structure and D&O insurance and further test whether the earnings quality of the corporations purchasing D&O insurance are better than those not purchasing D&O insurance. The empirical results reveal that when the divergence between the ultimate owners’ voting rights and the cash flow rights is larger, the corporation has a greater tendency to purchase D&O insurance. The paper also finds that the earnings persistence of these companies purchasing D&O insurance are higher than those without purchasing D&O insurance, hence the earnings quality are also better.
11
Cheng, Mei-Hui, and 鄭美慧. "The effects of controlling shareholder and board on directors and officers liability insurance." Thesis, 2010. http://ndltd.ncl.edu.tw/handle/76191969253137187097.
Анотація:
碩士國立高雄第一科技大學
財務管理所
98
In response to the financial scandals of firms such as Procomp and Infodisc, the Securities and Futures Investors Protection Center was established, and the Securities Investor and Futures Trader Protection Act came into effect in 2003. As a result, board members and managers face increasing litigation risks, which can be mitigated by purchasing Directors and Officers Liability Insurance（D&O Insurance）. While assessing insurance purchase requests, insurance companies must evaluate the purchasing firm''s financial condition, relevant risks, as well as corporate governance. This study examines the effects of controlling shareholder and board on D&O Insurance. The empirical results show 1) the controlling stockholder cash flow rights and board size have negative impact on the D&O insurance, 2) deviation of control rights from cash flow rights of the controlling shareholders and independent director have positive impact on the D&O insurance.
12
Luo, Ling-yuh, and 羅玲郁. "A Study on Shareholder Derivative SuitFrom Corporate Governance and Directors' Liabilty Prespective." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/59470051983161110789.
13
Morin, Luc. "Le devoir fiduciaire d'agir dans le meilleur intérêt de la compagnie insolvable: comment concilier les intérêts de l'actionnaire et du créancier?" Thèse, 2007. http://hdl.handle.net/1866/2641.
Анотація:
Le présent mémoire analyse l'impact du contexte d'insolvabilité sur le devoir fiduciaire d'agir dans le meilleur intérêt de la compagnie, devoir imposer aux administrateurs de compagnies par la législation corporative canadienne. L'objectif du mémoire est de déterminer un standard de conduite à être adopté par l'administrateur d'une compagnie insolvable en vue de répondre à ce devoir fiduciaire. Dans un premier temps, comment peut-on définir ce que constitue le « meilleur intérêt de la compagnie» ? L'auteur en vient à la conclusion que l'intérêt de la compagnie est au carrefour d'une communauté d'intérêts lui étant sous-jacents. L'intérêt de la compagnie, bien qu'indépendant de ces intérêts sous-jacents, ne peut s'analyser en faisant abstraction de ces derniers. La jurisprudence et la doctrine récentes laissent entrevoir que l'impact du contexte d'insolvabilité se fait sentir sur la détermination de ces intérêts sous-jacents à celui de la compagnie susceptibles d'être affectés par la finalité poursuivie par la compagnie, finalité axée sur la maximisation des profits à partir des opérations de l'entreprise exploitée par la compagnie. Dans un contexte d'insolvabilité, le créancier, à l'instar de l'actionnaire dans un contexte de solvabilité, supporte le risque commercial résiduel et doit recevoir une attention appropriée par les administrateurs. Par conséquent, dans la détermination de ce que constitue le meilleur intérêt de la compagnie, l'administrateur ne peut, lorsque la compagnie est insolvable, faire abstraction de l'intérêt des créanciers. Ainsi, dans un deuxième temps, qui sont les véritables bénéficiaires du devoir fiduciaire d'agir dans le meilleur intérêt de la compagnie dans un contexte d'insolvabilité? L'auteur en vient à la conclusion que le créancier est un bénéficiaire indirect de ce devoir fiduciaire lorsque la compagnie est insolvable. Tout comme l'actionnaire dans un contexte de solvabilité, le créancier doit être en mesure d'intenter un recours de nature dérivée en vue d'obtenir réparation, pour et au nom de la compagnie. Le contexte d'insolvabilité fait naître, à l'endroit des administrateurs, une obligation de nature fiduciaire de prendre en considération l'intérêt des créanciers tout en permettant à ces derniers d'intenter un tel recours dérivé en vue d'obtenir réparation à la suite d'une violation du devoir fiduciaire d'agir dans le meilleur intérêt de la compagnie. En plus d'être soutenue par une revue de la législation, de la jurisprudence et de la doctrine canadiennes, cette conclusion s'appuie sur une revue de la législation, de la jurisprudence et de la doctrine de certains pays du Commonwealth (Angleterre, Australie et Nouvelle-Zélande) et des États-Unis, juridictions avec lesquelles le Canada entretient des relations privilégiés, historiquement ou économiquement. Finalement, que doit faire l'administrateur d'une compagnie insolvable en vue de répondre à ce devoir fiduciaire d'agir dans le meilleur intérêt de la compagnie? L'auteur arrive à la conclusion que cette obligation de prendre en considération l'intérêt du créancier dans un contexte d'insolvabilité se traduit par un exercice de conciliation entre les intérêts du créancier et ceux des actionnaires. Les paramètres de cet exercice de conciliation sont déterminés en fonction du scénario envisagé par les administrateurs face à la situation d'insolvabilité. Plus le scénario se rapproche d'une liquidation plus ou moins formelle des actifs tangibles et facilement dissociables de la compagnie, moins cet exercice en sera un de conciliation et plus l'intérêt du créancier devra recevoir une attention prépondérante. À l'opposé, plus le scénario en est un de restructuration fondée sur une relance de l'entreprise exploitée par la compagnie insolvable, plus l'intérêt de l'actionnaire devra recevoir une attention particulière.The following thesis analyses the impact of a company's insolvency on the fiduciary duties of its directors and officers, as imposed by Canadian corporate law. More specifically it shall examine the repercussions of an insolvency on management's fiduciary duty to act in accordance with the company's best interests. The objective shall therefore be to assess the extent of such fiduciary duty in the context of an insolvency and to establish a guideline to be followed by directors and officers in view of complying with said duty. Firstly, what constitutes the "best interests of the company"? The author concludes that a company's interests are comprised of a community of underlying interests. Although the interests of the company remain independent, it cannot be determined without taking into account said underlying interests. Amongst this community of underlying interests, shareholders and creditors, members of such community that supports the financing of the company's operations, occupy a predominant place. Recent case law and doctrinal authorities have concluded that the impact of a company's insolvency does not affect the ultimate objective pursued by the company, i.e. the maximisation of profit, but rather affects the determination of the members of the community of underlying interests that shall be affected by the pursuit of such finality. As such, in a context of insolvency, creditors, similar to shareholders in a context of solvency, are the residual risk-bearers of the company's commercial expenditure. Consequently, in view of determining what constitutes the best interests of the company, when it is insolvent, directors and officers may not ignore the creditors' interests. Secondly, who are the real beneficiaries of the fiduciary duty to act in a company's best interests when it becomes insolvent? The author concludes that creditors are indirect beneficiaries of such fiduciary duty in a context of insolvency. Similarly to shareholders in a context of solvency, creditors must be entitled to institute a derivative claim against directors and officers in order to obtain, in the name and for the company, compensation for the violation of said fiduciary duty. Insolvency triggers the existence of an obligation, fiduciary in nature, to take into account the creditors' interests. As such, directors and officers are to consider the creditors' interests in exercising their fiduciary duty to act in strict compliance with the best interests of the company. This conclusion is based on a review of the Canadian statutory law, jurisprudence and doctrinal authorities. Furthermore, this conclusion is supported by a review of same from certain Commonwealth jurisdictions (England, Australia and New-Zealand) and from the United States of America, jurisdictions with whom Canada has a privileged relationship, historically and/or economically. Finally, how does the obligation to take into account the creditors' interests translate in practice for directors and officers of an insolvent company? The author concludes that the obligation to take into account the creditors' interests is, in reality, an obligation to reconcile the shareholders' and creditors' interests with that of the company's best interests. The parameters of such obligation shall be determined with respect to the scenario conceived by directors and officers in order to effectively manage a situation of insolvency. Should such scenario focus on the liquidation of the core assets of the company, then the interests of the shareholders shall be subjugated to that of the creditors'. Conversely, should such scenario focus on the reorganisation of the company's commercial expenditures, based on the company's existing structures, then the shareholder's interest shall receive a more extensive attention by directors and officers.
14
Tzu-Kai, Wei, and 魏子凱. "Liability and Responsibility of the Controlling Shareholders." Thesis, 2005. http://ndltd.ncl.edu.tw/handle/88206137484141513337.
Анотація:
碩士國立中正大學
財經法律學研究所
93
Taiwan’s Company Law provides that the controlling company should be liable for non arm’s-length transactions and unbeneficial dealings with subsidiaries (controlled companies), but offers non proper compensation and leads to the determinants of the controlled companies(Section 369-4 of Taiwan’s Company Law of 2001). However, the object which it regulates is limited in type of corporate organizations; it gives no regulations to individual persons, even though they virtually do take control of the company(It’s named Controlling Shareholders in USA). Considering the situations of developed nations such as USA, UK and France, all of them provide the same liabilities and responsibilities to controlling shareholders and overlook whether they are presented in type of corporate organizations or not. From the view points of comparative law, there seems to be a legal hole in the regulation of controlling shareholders’ liability and responsibility. As a result of the hole, should Taiwan introduce the statutes of developed nations into Taiwan’s Company Law or exert jurisprudence methods by courts to fill the hole? It is the first target of this thesis. Actually, in the developments of American cases and statutory, controlling shareholders are seemed as directors and have to take the “Fiduciary Duty” to company and minority shareholders. It may be referable to Taiwan’s judgments. Second, in order to differentiate the jurisprudential grounds of controlling shareholders, this thesis will introduce the important thoughts of legal scholars and leading cases of developed nations such as America and European countries to organize the frames of controlling shareholders’ liability and responsibility of Taiwan’s Company Law, and to regulate the civil liabilities of controlling shareholders like so-called “president”, “shadow director”, “spiritual leader”; etc. Besides, the contemporary company law wants to regulate the dealings between controlling company and subsidiaries. However, which dissolves both the provisions of Germany’s Stock Company Law and rationales of leading cases of America. Actually, it’s very weird to make a single protection mechanism which combines the two different rationales of minorities and creditors. In sum, the contemporary corporate law wishs to combine the strengths of continental jurisprudence and Anglo-American law, however, it ends up making more problems and contradictions with the indistinctness of unclear conditions and the complexity of applying it. Therefore, this thesis also offers recommendations to solve the problems and the proper legislating techniques.
15
Yang, Ｈsin-Yi, and 楊欣怡. "Directors’ and Officers’ Liability Insurance." Thesis, 2005. http://ndltd.ncl.edu.tw/handle/65527559834841602725.
16
CHEN, YU-SHENG, and 陳育昇. "Directors’ and Officers’ Liability Insurance and Independent Directors Recruiting." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/7g7h38.
Анотація:
碩士銘傳大學
風險管理與保險學系碩士班
107
It is directors’ and officers’ liability insurance (D&O insurance) which the government promotes enterprises to insure currently. One of the aims of D&O insurance is to empower enterprise to hire outstanding independent directors. However, there are rarely literatures to discuss about this. The public disclosed information on D&O insurance in Taiwan provides us with an opportunity to explore the relationship between D&O insurance and the recruitment of independent directors. Taking Taiwanese listed companies as research objects, we find, compared to corporations without D&O insurance, corporations with D&O insurance are able to hire more and outstanding independent directors. Corporations with higher D&O insurance coverage in the industry they belong to are able to hire more and outstanding independent directors. However, companies with D&O insurance coverage more than they need are difficult to hire more and outstanding independent directors.
17
Lee, Yun-Chin, and 李昀瑾. "A Study of Shareholders’ Right to Nominate Directors." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/09338230378031314551.
Анотація:
碩士國立臺北大學
法律學系一般生組
100
In 2005, the Company Law in Taiwan added new provisions so-called “Director Candidate Nomination Rule” into Article 192-1 to rule that in case a candidates nomination system is adopted by a company offering its shares to the public for election of the directors of the company, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the company; and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. However, excluding the corporate be forced to use the rule, only a few companies choose to adopt the institution. What is the cause responsible for the low utilization rate of the regulation? And what is the purpose of such details designed of the regulation? Can these designs achieve the purpose? Trying to find out the answers of these questions, this paper starts from introducing the recent developments on U.S. shareholder’s right to nominate directors, and the regulations of shareholder’s right to nominate directors on Germany. In Chapter 5, the paper tried to analysis treatises and statistics to search out the problems of the rule application in Taiwan, and find out the shareholder’s right to nominate directors on U.S. and Germany that we can learn from. Wish that the conclusion provides foundation of the legislation in Taiwan.
18
Wu, Ying-Jhih, and 吳英志. "A Study of Directors'' civil liability to Directors'' liability and Corporate indemnification." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/16984103603637502837.
Анотація:
碩士國立臺灣大學
法律學研究所
100
Resulted from enriching fiduciary duty in Article 23, Section 1 of the Company Act in 2001, enacting Securities Investor and Futures Trader Protection Act in 2002, establishing the securities and futures investors protection center and the appearance of class action in Civil Procedural Law in 2003, reforming Securities and Exchange Act for prohibiting corruption in 2006, authorizing securities and futures investors protection center to take derivative suit in 2009, and reforming unnecessary suits in insider trading cases in 2010, directors being sued for taking their duties mistakenly or illegally increased a lot in our nation. Accordingly, the market of D&O insurance grew flourishingly, and transformed from listing abroad in early stage, to distributing the risk of compensation among domestic directors and decreasing payment to settlement , defence and litigation , which is different from the evoluion of directors insurance system under mechanism of contingent fee in America. Secondly, although it is the traditional thinking that shareholders play a role of filing a suit to prohibitg directors from taking duties illegally and supervising directors to correctly fulfill their duties, this function in reality could be replaced with professional insurers, since by economic deterrence of directors liability insurance, they could prevent directors’ moral hazard of taking duties negligently, put an end to directors obtaining excessive compensation, and reduce continuously occurring insurance diputes. For example, through differentiation of premium rate and mandatory disclosure, the quality of directors’ decision making could be reflected through the cost of increasing insurance premium every year; design of retention and limit of liability of insurance payment could avoid excessive expenditure of clams financially impacting on the safety of a insurance corporate; rendering the insured dual obligation to notify insurers after insured peril occurred, and abolishing the rights of those who did not fulfill their duties; in compromise and settlement procedure, insurer should simultaneously have rights to consent the content of compenstion and the obligation to participate for balancing the interests; the insurer paid necessary and reasonable defense cost for litigation in order to assist directors to protect their rights and exclude unnecessary suits, so as to meet the preliminary intention of the directors insurance proposed by the corporation. Finally, in order to prevent the high rate of claims on directors insurance and the negative effect caused by the deficiency of single type of directors insurance, bringing into the American corporate indemnification mechanism which has distribution of risk of directors liability and damages alike seems to deserve taking into consideration. Of course, as to transplantation, the history of American corporate indemnification mechanism, the method to establish such mechanism, and the difference between America and our nation should be cautiously taken into account. Besides, though there was no habit of corporate indemnification in our country, the existed corporate indemnification insurance clause should be maintained, so as to provide corporate the choice to propose corporate indemnification insurance, or to prepare indemnification fund for filling up the damages of directors in advance.
19
Jhu, Hao-Yan, and 朱浩延. "Directors' Liability Insurance and Operating Risks." Thesis, 2017. http://ndltd.ncl.edu.tw/handle/3e24wy.
Анотація:
碩士國立高雄應用科技大學
會計系
105
The samples of this study are Taiwan's listed companies from year 2008 to 2015. This study explores the relationship of directors' liability insurance and operational risks, and discusses whether the coverage of directors' liability insurance will also affect the operating risk, and then further analyze the moderating effect of the director's gender, education and financial background characteristics. The empirical results show that the directors' liability insurance is positively correlated with the operating risks, but the coverage of the directors' liability insurance is negatively correlated with the operating risks. The results of board characteristics show that when the directors' liability insurances have insured, female directors will give up the inherent risk aversion characteristics and increase the company's operating risks, but high the director's education degree can reduce operating risks, and the financial background has no significant impact on operating risks.
20
Wang, Ping-Hwei, and 王品惠. "The Relationship between Corporate Governance and Directors’ and Officers’ Liability Insuranceincluding the Analysis of Independent Directors’ Liability Insurance." Thesis, 2006. http://ndltd.ncl.edu.tw/handle/67000257409172547189.
Анотація:
碩士東吳大學
法律學系
94
There is a close relationship between coroperate management and coroperate governance. Improper coroperate management cause serious damage of the investor; as a result, the events regarding to the litigation for an indemnity remain unceasingly. The government proposed a series of reformations for the current defect. 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.The compamies and their management department realize the great importance of Directors’ & Officers’ Liability Insurance（hereinafter referred as D&O Liability Insurance）. As described previously, the D&O Liability Insurance originated from the United Kingdom, but it became enhancement and glorification in the United States. Cosequently, the worldwide capacity of the insurance acceptance for D&O Liability Insurance is from United States. From a positive viewpoint, D&O Liability Insurance supports operation human resources with protection from being sued to run business, especially when current law regulates business unit to conform by punishing who run the business. Under this circumstance, the company is responsible for business to purchase D&O Liability Insurance for directors and management. Also, oweing to the risk management nature of the insurance issuer, the insurance company will, with its professional knowledge, serve as a gatekeeper to prevent loophole, therefore protect the interest for the stakeholders. From a passive point of view, with the D&O Liability Insurance, business unit has transferred the risk to insurance company; therefore, enable business owners to face the fact to keep the business going on. Corporate governance and D&O Liability Insurance stand on both sides the scale to keep the business balance. D&O Liability Insurance helps corporate to reduce running risk, and D&O Liability Insurance also encourage corporate to disclose information and to raise integrity to the public. Undoubtedly, the company manages to complement each other with D&O Liability Insurance. D&O Liability Insurance has been already quite popular on the practice of the United Kingdom and the United States. The academic research category of D&O Liability Insurance are also popular in Taiwan, and there are a great deal of references and remarks concerning the D&O Liability Insurance. But under the circumstances that the government promotes the coroperate governance with the inducement of raising overseas funds of enterprise, to set up and elect the directs and officers liability gets more and more important in the modern coroperate governance. Due to the independent directors’ obligation and responsibility with the characteristic of the independent directors’ liability insurance including the difference with the inside directors’ libbility insurance, there are still a lot of topics that are worth studying progressively on the system. In order to seek the orientation of the independent director, this text plans by expounding coroperate governance in the begining, and then from the directors’ obligation and responsibility, through the analysis and review duty of care, duty of loyalty and the tort responsibility; we channel into the relevant concepts of the liability insurance and distinguish the difference between inside directors’ liability insurance and independent directors’ liability insurance, trying to put forward some view and suggestion suitable through refering both foreign and domestic important research for the establishment and improvement the suitability of our D&O Liability Insurance system.
21
Jiang, Tsuey Pyng, and 江翠萍. "Studying Of Directors'' and Officers'' Liability Insurance." Thesis, 1994. http://ndltd.ncl.edu.tw/handle/86177979836607622953.
22
Chiang, Cheng-Jung, and 江政融. "The Linkage between Directors’ and Officers’ Liability Insurance and Independent Directors’ Busyness." Thesis, 2017. http://ndltd.ncl.edu.tw/handle/sqx2wx.
Анотація:
碩士國立彰化師範大學
財務金融技術學系
105
Based on the data of Taiwan-Stock Exchange-listed companies covering the period 2008~2015, this paper examines the relationship between firms with DOLI (insurance coverage/the ratio of insurance coverage to total asset/the ratio of insurance coverage to net sales/average insurance coverage on each independent director) and the degree of independent directors’ busyness (with multiple directorships/average number of board appointment). Using Probit model and OLS as empirical method, the findings show that insured firms tend to have higher probability of multiple directorships as well as more board appointments of independent directors. These result indicate insured firms have the higher degree of independent directors’ busyness.
23
Chan, Ya-shi, and 陳雅詩. "Eliminating and Limiting the Liability of Independent Directors." Thesis, 2009. http://ndltd.ncl.edu.tw/handle/30188415568522418411.
Анотація:
碩士東吳大學
法律學系
97
With the revision of Securities Exchange Act in 2006, most of public companies are required to set up independent directors in board. When directors make misrepresentation, inside directors and independent directors have the same liabilities. However, the roles and responsibilities of independent directors are different from inside directors. Independent directors play the role of monitoring and their responsibilities focus on monitoring the decision-making process in board, not running the business. Furthermore, independent directors are not involved in daily operation and depend deeply on inside directors and management to provide information. Therefore, whether independent directors should have different liabilities is an important problem. Referring foreign legislation directors’ duty of care can be eliminated or limited by bylaws or shareholder meeting resolution. Reviews our country, whether the independent directors’ duty of care can be eliminated or limited in advance is another important problem in this paper. In Taiwan law, independent directors can not handle the litigation risk in advance through indemnification. Besides, independent directors are minorities in board, inside directors and management predominate companies’ business operation policy. In this situation, independent directors should not be liable for management policy decision. Moreover overemphasize the importance of fiduciary duty might deter the potential candidates for independent director from taking these positions. And those who already hold the positions would therefore become strong risk-averse and tend to make conservative decisions without keeping close eye on the maximization of shareholder welfare. Our court also realizes the outside director is the information weaker. Judgement decide to separate the outside director and the inside director responsibility . The independent director has outside director identity, therefore also has the above predicament. Under some circumstances are independent directors likely to face out-of-pocket liability when a lawsuit launched by shareholders or creditors under corporate or securities law goes to trial. Independent directors should be forced to make substantial payments out of their own pockets to settle securities class action lawsuits even though there was no evidence in either case that the independent directors knowingly participated in fraudulent activity. It is unfair to independent directors. Therefore, this paper suggests that independent directors’ liability should differ from inside directors’ liability. This article also considers the scope for the courts power to grant relief from liability to act as a de facto due diligence defence. In view of the spirit of American corporate governance system and raising efficiency of corporation governance, a proposal of “no liability for independent director” is made in this article as a strategy aimed to successfully transplant the legal institutions. With the introduction of eliminating or limiting the liability of independent directors, the qualifications for obtaining the positions could be greatly enhanced. Independent director can be absorbed in monitoring the decision-making process in board for protecting shareholder’s profit because of eliminating or limiting their liability. Furthermore, reduces or the absolution independent director responsibility in advance can also reduce the company agency cost. It is helpful in the corporate growth. The “eliminating or limiting liability ” rule is good for Taiwan’s current corporate governance system.
24
Chen, Yi-Ling, and 陳怡伶. "Directors’ and Officers’ Liability Insurance and Corporate Performance." Thesis, 2013. http://ndltd.ncl.edu.tw/handle/34520213793834842181.
Анотація:
碩士國立雲林科技大學
財務金融系碩士班
101
The purpose of this paper is to explore whether the directors’ and officers’ liability insurance (D&;O insurance) is related to corporate performances, risks, and transparency. The main finding is that the D&;O insurance is positively related to operating performances and equity performances, suggesting the capability of D&;O insurance to diversify the risk of proceedings and lawsuits makes executives focus on their decisions beneficial to corporation and shareholders. However, the positive relationship between D&;O insurance and risks might be due to the reason that the separation of directors and executives from the threats of proceedings and lawsuits reflects potential stock variability in the future. Lastly, the paper finds that firms with greater D&;O insurance protection cannot improve the disclosure transparency. Such empirical results reveal the important role of D&;O insurance and the trade-off between performances and corporate governance.
25
TSENG, SZU-WEI, and 曾思瑋. "Directors’ and Officers’ Liability Insurance under Corporate Governance." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/qtt4zs.
Анотація:
碩士東吳大學
法律學系
107
Nowadays, the large-scale enterprises generally separate its ownership and management rights. Especially in public companies with large equity and scattered shares, most of the shareholders are mainly to invest and have no intention to participate in the operations of the company. In the construction of Unitary Board, the board of directors plays an important role in business decision-making. How to effectively execute director’s duties is important for corporate governance. If being a director leads to excessive risk, it will result in conservative decisions of the business or even no willingness to take office. It is not a good situation for the company. Therefore, moderately protecting directors from liabilities is necessary. Directors’ and Officers’ Liability Insurance has been developing for more than 20 years in Taiwan since the first approval in 1996. The insurance is mainly for the listed companies. With this commercial insurance mechanism, the director can appropriately transfer the liabilities for which the third person request due to director’s position to the insurer. It provides protection for the directors and let director be peace of mind. Chapter Two indicates the importance of directors to Corporate Governance and the directors’ liabilities protection mechanism. Second, Chapter Three represents the character of liability insurance and the beginning and the type of directors’ and officers’ liability insurance. Chapter Four then reviews the development and current status of Directors’ and Officers’ Liability Insurance in Taiwan. Chapter Five will discuss the related issue of Directors’ and Officers’ Liability Insurance in Taiwan, then make some recommendations. Finally, the conclusion of this thesis includes a summary in Chapter Six. It is hoped that the Regulations and the Practices of Directors’ and Officers’ Liability Insurance will be more complete in Taiwan, so as to become the support of directors, and further promote the company's sustainable management and improve corporate governance in Taiwan.
26
Yang, Hiu-Xin, and 楊惠欣. "Directors’ and Officers’ Liability Insurance and Cost Stickiness." Thesis, 2016. http://ndltd.ncl.edu.tw/handle/28076307915953810509.
Анотація:
碩士國立中正大學
會計與資訊科技研究所
104
When directors and offices (hereinafter abbreviated as D&Os) insure liability insurance, it decreases their litigation risks. The higher insurance offers better protection to directors and offices. This study shows cost stickiness exists in companies with D&Os’ liability insurance and higher D&Os’ liability insurance. Cost stickiness also exists in companies with lower amount of D&Os’ liability insurance than last year.
27
Liu, YaoWen, and 劉耀文. "Directors’ Liability Insurance and The Cost of Capital." Thesis, 2011. http://ndltd.ncl.edu.tw/handle/01491035590488443621.
Анотація:
碩士東海大學
財務金融學系
99
Due to the outbreak of enterprise corrupting practices and law cases in recent years, not only has directors’ liability insurance been evoking academic and practical circles discussion, many countries also have been dedicated to putting directors’ liability insurance into effect and compulsively revealing insurance policies of enterprises. Although positive feedbacks from past records on the value of this kind of insurance are abundant, some studies doubt that directors’ liability insurance may generate moral hazard and even deteriorate the seriousness of agency problems. In view of the unsettled discrepancy mentioned above, this thesis is trying to dissect the motives of taking out insurance policy by the viewpoint of the cost of capital and is trying to enrich the studies about directors’ liability insurance by this untouched subject. By means of inspecting total 1,792 samples from listed companies in Taiwan, this thesis found that the cost of capital of enterprises which do not take directors’ liability insurance policy is significantly higher than those which do take directors’ liability insurance policy. This significance does not vary as the sample selection and the adjustment in calculation of the cost of capital. The practical result of this thesis not only explains the continues increase of policy ratio but also indirectly supports the connotative surveillance effect of directors’ liability insurance and fortifies the role of investor equity, also provides the reference for policy effect of enterprises’ reveal in policy insurance legislated by domestic and foreign regulations.
28
Tsui, Chin-Lin, and 崔靜菱. "A Study On Directors'' And Officers'' Liability Insurance." Thesis, 2004. http://ndltd.ncl.edu.tw/handle/53906085636975121023.
Анотація:
碩士淡江大學
保險學系保險經營碩士班
92
Abstract: The Directors’ and Officers’ Liability Insurance（D&O Liability Insurance） is a mature insurance product in UK and US insurance market. Because of the variable financial environment, increasingly legal responsibility and to encourage directors and officers committed in their official capacity, many companies depend on the D&O Liability Insurance to transfer the operating risk more and more, which has become a necessity protection for directors and officers when they face potential liability for wrongful acts. Directors’ and Officers’ Liability Insurance usually contains Basic Coverage and Allied Coverage： 1. Basic Coverage (1) Directors’ and Officers’ Liability Insurance（Side A Coverage） (2) Company Reimbursement Cover（Side B Coverage） 2. Allied Coverage (1) Entity Securities Claims Coverage（Side C Coverage） (2) Employment Practices Liability Coverage (3) Personal Directors Liability Insurance (4) Outside Directorship Liability Coverage (5) Fiduciary Liability Insurance Through compare with the domestic and overseas D&O policy provision, and to refer to the disaster of Enron which brought the claim dispute, then to find the way to solute domestic D&O policy provision’s disputes . The domestic dispute due to the D&O policy is not a standard policy, and every policy provision are not the same. For example：the definition of insured are incomplete; the issue of bankruptcy, the allocation of defend cost, the contains of notice and the retroactive in the claims-made and reported basis policy. To prevent and decrease the dispute, the conclusion are： 1. To train the professional salesman and to make widely known D&O Liability Insurance. 2. To define the D&O basic provision to provide insured to select. 3. To collect dispute cases to amend the provision.
29
粘嘉玲. "The Effect of Directors’ Remuneration and Directors’ and Officers’ Liability Insurance on Disclosure Transparency." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/29427043021231019078.
Анотація:
碩士國立彰化師範大學
會計學系
100
After the global financial tsunami broke out, the problem of “Director Fat Cats” have occurred. When directors are under self-interest motivation, their efficiency of governance may reduce. In addition, when directors are under the protection of Directors’ and Officers’ Liability Insurance, they can shift their litigation risk to insurance companies, which may affect their effectiveness of monitoring firms’ management. Therefore, the purpose of this study is to examine the relationship between directors’ remuneration, Directors’ and Officers’ Liability Insurance and corporate disclosure transparency. This research chooses the listed companies which contain 1862 observations from 2008 to 2010 and uses ordered probit regression method to examine the relationship between directors’ remuneration, Directors’ and Officers’ Liability Insurance and disclosure transparency. The results are summarized as the following: 1. It is significantly negative association between directors’ remuneration and corporate disclosure transparency, which means that because of incentives to maintain high remuneration, the directors and supervisors may reluctant to disclosure corporate bad information, reducing corporate disclosure transparency. 2. It is significantly positive association between Directors’ and Officers’ Liability Insurance and corporate disclosure transparency, which means that Directors’ and Officers’ Liability Insurance can reinforce the monitoring ability of directors, enhancing corporate disclosure transparency. 3. Firms with greater corporate performance have higher directors’ remuneration, reducing corporate disclosure transparency. 4. Firms with higher coverage or increased coverage have greater corporate disclosure transparency.
30
Han, Kai-Shih, and 韓愷時. "Determinants of Demand for Directors’ and Officers’ Liability Insurance." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/41855967468751896351.
Анотація:
碩士國立臺北大學
會計學系
100
In recent years, there are many financial statement fraud around the world, making the investors cast doubt on the management of the enterprise. In order to regain investors' confidence in the corporate managers, governments worldwide have worked out the relevant laws and regulations, and strengthen the corporate governance, to protect the interests of investors. At the same time, they have increased the responsibilities and related specifications of directors and the management. Therefore, the directors and the management face considerable personal financial risk, so the company will provide protective mechanisms, for example, the Directors’ and Officers’ Liability Insurance (D&O insurance), for their directors, supervisors, managers and other management. Acts as companies purchase D&O insurance may have different economic incentives and meaning, so the purpose of this study is to explore the determinants of local companies’ demand for D&O insurance. However, previous studies about the D&O insurance in our country are few and because of the sample limitations, their findings may lack the representative. It’s now available to obtain the data of D&O insurance from the Market Observation Post System. The high reliability of the sample and a substantial increase in the number of sample observations, making the empirical results more representative than the previous study. After reviewing the literature, this study divided the factors may affect companies into three categories – the risk of litigation, corporate governance and ownership structure, to explore the determinants of enterprise’s demand for D&O insurance. This study expected that if the enterprise has a high risk of litigation, the higher the demand for D&O insurance. Under the Monitoring Hypothesis, D&O insurance and other monitoring mechanisms are substitutes or complementary relationship, it is expected that the rest of the monitoring mechanisms of the company and D&O insurance have a negative relationship. When the executives have the ownership of companies, it may raise a Entrenchment Effect or a Incentive Alignment Effect, so the relationship of executives ownership and D&O insurance is still fuzzy. The institutional investors have the ability of sue more, when they have ownership of the company, the demand of D&O insurance may be higher. The sample of this study is the listed and OTC companies of Taiwan during the period from 2008 to 2010. After excluding the financial industry and the observation that is information-insufficiency, the amounts of available observations are 3,155, which includes 1,530 observations that represent companies have the D&O insurance. This study uses two way to measure the demand for D&O insurance : whether buy the D&O insurance and the insurance amount, to do the empirical analysis. The empirical results show that whether buy the D&O insurance and seven variables as well as the insurance amount and four variables are related significantly and conform the expectation. The risk of litigation has more effect on the demand for D&O insurance, because most of the risk variables have a positive relationship with D&O insurance. The marginal effect of those variables are greater, too. The proportion of external directors’ and supervisors’ and the D&O insurance have a inverse relationship, complying with the Monitoring Hypothesis. The executives ownership raise a Incentive Alignment Effect that makes companies not to buy the insurance.
31
陳虹羽. "Directors’ and Officers’ Liability Insurance and Firm’s Credit Ratings." Thesis, 2014. http://ndltd.ncl.edu.tw/handle/f5j4re.
Анотація:
碩士國立彰化師範大學
財務金融技術學系
102
While empirical studies on the relationship between directors’ and officers’ liability insurance (DOLI) and firm’s financial performance are well-documented yet far from reaching consensus, the number of studies examining the effects of DOLI on firm’s credit ratings is relative rare. Theoretically, firm with DOLI tends to have lower directors’ and officers’ litigation risk and thus reduces the loss of company value. In this paper, we examine whether firm with DOLI /greater DOLI coverage has better credit ratings. Using data of companies listed on the Taiwan Stock Exchange (TWSE) covering the period 2008~2012, our empirical results showed that companies with DOLI and greater DOLI coverage corresponded to better credit ratings. Therefore, DOLI has capital market benefit in terms of improved credit ratings.
32
CHEN, YU-TING, and 陳鈺婷. "Directors' and Officers' Liability Insurance and Corporate Social Responsibility." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/7qq979.
Анотація:
碩士輔仁大學
會計學系碩士班
106
We investigate the effect of directors’ and officers’ liability insurance (D&O insurance) on the firms’ Corporate Social Responsibility performance. Our sample comprised the firms listed on Taiwan Stock Exchange from 2013 to 2016. The environmental dimension score, community dimension score, human rights dimension score, employee relations dimension score, diversity dimension score, product dimension score and governance dimension score are used to create the CSR performance database to conduct the research. We find that D&O insurance purchase has a significant positive relationship between CSR performance. Further results show that firm with higher D&O insurance coverage tends to have better CSR performance, especially in employee relations and governance dimensions; however, D&O insurance coverage has a negative relationship between diversity dimension score. In sensitivity analysis, we find that D&O insurance is positively associated with CSR positive subtotal score, and negatively related to CSR negative subtotal score. Our finding indicates that directors’ and officers’ liability insurance appears to improve CSR performance.
33
Chung, Yi-Ting, and 鍾宜庭. "Directors’ and Officers’ Liability Insurance and Analysts’ Earnings Forecasts." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/r27b4v.
Анотація:
碩士輔仁大學
會計學系碩士班
106
This study examines the relation between Directors’ and Officers’ Liability Insurance (hereafter, D&S) and Analysts' Earnings Forecasts by using the listed firms in Taiwan. The empirical results show that D&O insurance is significantly positive related with Analysts' Forecast Errors/Dispersion, and suggesting that the greater the D&O insurance coverage, the more Analysts' forecast Errors/Dispersion. This study performs several sensitivity tests, including (1) the average D&O insurance test; (2) two-stage least squire test; (3) dividing D&O insurance into the normal part and the abnormal part; (4) measuring analysts' forecasts error with mean value instead of median value; and (5) using Analysts' forecast Dispersion sample to compute analysts' forecasts error test. The empirical results of the sensitivity tests are similar to the main empirical results, except the abnormal part of D&O insurance.
34
LEE, CHIAO-NI, and 李巧妮. "The Necessity of Compulsory Directors' and Officers' Liability Insurance." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/9e283a.
Анотація:
碩士國立臺北大學
法律學系一般生組
107
With the concept of corporate governance and internal control have been gradually emphasized, the liability risk of the responsible person of a company has also increased. For the purpose of reducing litigation risk and avoiding from brain drain, companies will buy D&O insurance for their responsible person. In Taiwan, buying D&O insurance is not mandatory now. However, after the XPEC Entertainment case, Mega Bank case and other companies in various financial crises, many proponents argue that D&O insurance should be mandatory in Taiwan. The Financial Supervisory Commission (FSC) also indicated that buying D&O insurance will be required for new listed company from 2018. Besides, the current listed companies should buy D&O insurance from 2019. The purposes of compulsory D&O insurance are to reduce litigation risk, protect the investors and avoid from brain drain. However, compulsory D&O insurance is not the only way for corporate governance and protecting investors. Also, the litigation risk to directors and officers is not that high in Taiwan. In conclusion, this study argues that compulsory D&O insurance is not necessary in Taiwan.
35
Huang, Jui-Hsing, and 黃瑞興. "Directors and Supervisors Liability Insurance and Internal Control Weakness." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/25959069075879887008.
Анотація:
碩士輔仁大學
會計學系碩士班
103
This study aims to examine the effect of directors and Supervisors liability insurance (hereafter, D&S) on the internal control werkness (hereafter, ICW). The sample of this study consists of TSE-listed companies, OTC-listed companies from year 2006 to 2013. The empirical result of his study shows that there is significant-positive relationship between D&S and the fine of ICW. It means that the company insures more liability for their directors and Supervisors, the more chance of ICW will occur. This study performs several sensitivity tests, included replacing the fines of ICW dummy variable with ICW dummy variable, the number of ICW tests. The empirical results of these sensitivity tests are similar to the previous empirical results. Finaly, this study find that the positive correlation between D&S and the ICW variable is only found in the non-electronic subsample.
36
Wang, Yu-Chu, and 王玉足. "Directors and Supervisors Liability Insurance and Financial Reports Lag." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/83188745791805468374.
Анотація:
碩士輔仁大學
會計學系碩士班
103
The purpose of the research is to investigate the effect of directors and supervisors liability insurance on the timeliness of financial reports. The sample of this study consists of TSE-listed companies, OTC-listed companies from year 2006 to 2014. The empirical results of this study are as follows: 1. The higher the dollar amount of directors and supervisors liability insurance, the shorter the financial reports lag. 2. The higher the dollar amount of directors and supervisors liability insurance per insurance company, the shorter the financial reports lag. 3. The higher the dollar amount of directors and supervisors liability insurance per director/supervisor, the shorter the financial reports lag.
37
CHEN, CHUN-YEN, and 陳俊彥. "The Liability Limitation and Indemnification System of Independent Directors." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/w6gvv6.
Анотація:
碩士國立中正大學
會計與法律數位學習碩士在職專班
107
To improve the effectiveness of corporate governance, strengthening the responsibilities and obligations of independent directors through legislation and preventing the abuse of their rights, which, in turn, harm the interests of the company, shareholders, and the public, were expected to enhance the company’s operational performance. However, if there is an imbalance between the rights and obligations of independent directors due to excessive responsibilities, the directors may be encouraged to perform their duties in a conservative manner or worry about being sued, thereby affecting their personal reputation and causing financial losses. As a result, independent directors may choose to resign. The mechanism for protecting independent director liability can be divided into the limitation of and indemnification for director liability. Although Taiwan (R.O.C.) introduced the Directors’ and Officers’ liability insurance (D&O Insurance) into its amended Company Act in 2018, there is still room for discussion on the limitation of directors’ liability and other compensation systems. To solve the problem of excessive risk of liability of independent directors, competent authorities should introduce exemption clauses or liability limitation systems and more reasonable compensation mechanisms under existing laws and regulations. This avoids an imbalance between the rights and obligations of independent directors due to legal issues, and improves the protection system for independent directors. Taiwan introduced the independent director system in 2002, over a decade ago. However, whether independent directors genuinely play a role in corporate governance and whether they are given appropriate liability limitations and reasonable indemnification systems, remains a worthwhile debate among academics and the authorities. Therefore, this paper aims to put forward appropriate recommendations that improve the limitations of independent directors’ liability and develop an exemption and compensation system, in turn, enhancing the structure of the independent director system. Keywords：Independent Director, Directors’ Liabilities, Indemnification, D&O Insurance
38
THANT, MA MA. "Directors’ Duties and Shareholders’ Remedies in Myanmar: A Comparative Approach to Reform." Thesis, 2012. http://hdl.handle.net/2237/16421.
39
Chung, Wei Han, and 鍾維翰. "The obligation of directors and controlling shareholders in the related party transactions." Thesis, 2010. http://ndltd.ncl.edu.tw/handle/88040395553286109016.
40
徐祥程. "The Effect of Directors’ Remuneration and Directors’ and Officers’ Liability Insurance on Analyst’s Earnings Forcasts." Thesis, 2014. http://ndltd.ncl.edu.tw/handle/62766656084279475288.
Анотація:
碩士國立彰化師範大學
會計學系
102
After the financial crisis broke out, the problem of “Director Fat Cats”are focused by mass society. But some people questioned that whether paying higher director’s remuneration is beneficial for firms or not? Furthermore, because of the rise of investor protection awareness, firms will face higher litigation risk. With Directors’ and Officers’ Liability Insurance, directors’ and officers’ could transfer theirs litigation risk to others,whether purchasing directors’ and officers’ insurance is good for investors or not? Therefore, the purpose of this study is to examine the relationship between directors’ remuneration, Directors’ and Officers’ Liability Insurance and analyst’s earnings forcasts behavior. This research chooses the listed companies from 2008 to 2012 and uses ordinary least squares method to examine the relationships between directors’ remuneration, directors’ and officers’ liability insurance and analyst’s earnings forcasts behavior. The results are summarized as the following: 一、Directors’ remuneration is significantly negative with analyst’s earnings forcasts accuracy. 二、Directors’ remuneration is significantly positive with analyst’s earnings forcasts dispersion. 三、Directors’ remuneration is significantly negative with analyst coverage. 四、Directors’ and officers’ liability insurance is significantly positive with analyst’s earnings forcasts accuracy. 五、Directors’ and officers’ liability insurance is significantly negative with analyst’s earnings forcasts dispersion. 六、Directors’ and officers’ liability insurance is significantly positive with analyst coverage.
41
LU, HSUEH-CHENG, and 呂學政. "The Study on Corporate Governance and Types of Judicial Person Shareholders and Directors." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/9zpnpc.
Анотація:
碩士輔仁大學
會計學系碩士班
108
This study examines the association between corporate governance and judicial person shareholders, judicial person directors or judicial person supervisors by using a sample of the listed companies in Taiwan from 2014 to 2018. The empirical results indicate that the company who dominated by a single family, the higher shareholding ratio of judicial person shareholders, the lower corporate governance rating. This is mainly because the company who dominated by a single family is more inclined to acquire the company's management rights through the shareholders who composed of group subsidiaries, and the corporate culture is human governing over the rule of laws, which is not good for the corporate governance. But this study also finds that the external judicial person shareholders are more independent of the ultimate controller in the company who dominated by a single family, their representatives play the role of director in the board of directors and improve the corporate governance. In contrast, the company who dominated by a non-single family, the shareholding ratio of the external judicial person shareholders was significantly negatively correlated with the corporate governance rating, but the shareholding ratio of the friendly judicial person shareholders was significantly positively correlated with the corporate governance rating. Under mutual checks and balances, this study did not find that the shareholding ratio of the judicial person shareholders as well as the seats ratio of judicial person directors or supervisors were related to the corporate governance.
42
Lin, Chi Yi, and 林季誼. "Directors and Shareholders' Interlock Networks Towards Small World ：Taiwan Semiconductor Industry（2000-2015）." Thesis, 2016. http://ndltd.ncl.edu.tw/handle/84073891884147153488.
43
唐有曦. "The Study on Directors’ and Officers’ Liability Insurance Purchase Intention." Thesis, 2011. http://ndltd.ncl.edu.tw/handle/13199090204110351286.
Анотація:
碩士佛光大學
管理學系
100
Enron Corporation, once was the biggest energy companies in the world, has the plan to make up the false report earnings, the insider trading to cheat the shareholder, and forge financial reporting for a long time. Finally, declared bankruptcy at the end of 2001. Enron’s most senior managers either suicide, died of illness, in jail, or loses money. This cheating case becomes the biggest financial scandals in American history. Before the financial Tsunami, the unhealthy Taiwan enterprises sent the financial danger signal out and some operation not well companies were shut down. The issues of the corporate governance are getting more and more important. Directors’ and Officers’ liability insurance become available in the developed countries for many years. It was mainly to guard against Directors’ and Officers’ some improper behaviors which cause the company in the lawsuit and serious losses. However, D&O liability insurance still belongs to the start stage in Taiwan. Recently, Taiwan enterprise internationalization footsteps speed up, if we create the similar insurance environment with the European and North American countries as soon as possible, the Taiwan enterprise not only be able to reduce the Directors’ and Officers’ liability risk, but also increase the ability of the corporate governance. The purpose of this paper is to examine the impact of determinants of the corporate demand for D&O liability insurance on the D&O liability insurance purchase intention. After the empirica analysis, I find that sales risk has a significant impact on the demand for D&O liability insurance; the financial risk has a significant impact on the demand for D&O liability insurance; the corporate governance risk has a significant impact on the demand for D&O liability insurance; the indemnification risk has a significant impact on the demand for D&O liability insurance; the perceptive demand for D&O liability insurance has a significant impact on the attitude of demand for D&O liability insurance; other factor has a significant impact on the attitude of demand for D&O liability insurance; other factor has a significant impact on the purchase intention of demand for D&O liability insurance; and the attitude of demand for D&O liability insurance has a significant impact on the purchase intention for D&O liability insurance. Fianally, the goodness of fit index of the model indicates an acceptable level.
44
Lin, Wen-Chun, and 林玟君. "Directors’ and Officers’ Liability Insurance, Debt Contracting, and Earnings Conservatism." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/09547929319607101202.
Анотація:
碩士國立臺灣大學
會計學研究所
100
Prior studies argue that the purchase of directors’ and officers’ (D&O) insurance can reduce litigation risks and increase managerial opportunism. As Watts (2003) and Ball and Shivakumar (2005) argue that earnings conservatism can mitigate agency problems through constraining opportunistic behavior of managers, I evaluate whether this earnings conservatism holds when firms with high debt contracting demands purchase D&O insurance. Using data on firms listed in the Taiwan Stock Exchange Corporation and the GreTai Securities Market during 2008-2010, and employing the Basu (1997) specification to measure earnings conservatism, I find that firms with D&O insurance and higher external demand for debts report more earnings conservatism. These results are consistent with prior studies (Ahmed et al., 2002; Watts, 2003) that debtholders demand greater earnings conservatism as a means of addressing agency problems. This study also provides evidence that debtholders appear to be the primary driver of the demand for earnings conservatism.
45
CHEN, ZI-FU, and 陳子甫. "Information Transparency, Directors’ and Officers’ Liability Insurance and Earnings Management." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/64681773330520677151.
Анотація:
碩士真理大學
經濟學系財經碩士班
103
Using publicly-available D&O insurance data and information transparency data for public companies in Taiwan from 2008 to 2012, this study examines the effects of directors and officers liability insurance (D&O insurance hereafter) and information transparency on earnings management behavior of managers. The empirical results find that there exists a positive relationship between information transparency and discretionary accruals in firms managing earnings upward. Furthermore, When the company information transparency is more transparent, we find that there exists a positive relationship between D&O insurance and Discretionary accruals in firms managing earnings upward. However, we find no significant evidence on the above-mentioned relationship for firms managing earnings.
46
Lien, Yi-Sheng, and 連毅昇. "Directors’ and Officers’ Liability Insurance, Diversification and Corporate Innovation Capability." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/6n4899.
Анотація:
碩士國立臺中科技大學
會計資訊系碩士班
103
This paper investigates the relationship between Directors’ and Officers’ (hereafter D&;O) liability insurance, diversification and corporate innovation capability for Taiwanese publicly-traded semiconductor firms for the period from 2008 to 2013. Based on prior literature, this study employs the two-stage estimation approach in Heckman (1979) and empirically tests the managerial moral hazard opportunism argument of D&;O insurance coverage by investigating the association between D&;O liability insurance, diversification and corporate innovation capability. The empirical evidence shows that firms with D&;O liability insurance have a higher innovation capability. In addition, there is a significantly positive association between the degree of diversification and corporate innovation capability for firms with D&;O liability insurance. Overall, the empirical results support the notion of managerial moral hazard opportunism argument of D&;O liability insurance.
47
Liao, Yi-Cyuan, and 廖翊筌. "Directors’ and Officers’ Liability Insurance, Financial Restatements and Financial Risk." Thesis, 2016. http://ndltd.ncl.edu.tw/handle/k3w727.
Анотація:
碩士國立臺中科技大學
會計資訊系碩士班
104
The purpose of this article is to investigate the relationships between Directors’ and Officers’ (hereafter D&O) liability insurance and corporate financial restatements and risk for firms listed in Taiwan for the period from 2008 to 2014. This study forms one-to-two matched-pairs by matching each firm that disclosures a financial restatement (restatement firm) with a firm that does not (non-restatement firm) based on industry, time, and size to examine the effect of D&O insurance on corporate financial restatements. The results show that D&O insurance coefficients are all positive but not significant and do not provide evidence in support of the hypothesis. As to the impact of D&O insurance on corporate financial risk, this study conducts the two-stage estimation approach in Heckman (1979) to mitigate the sample selection-bias problems. The empirical evidence demonstrates that D&O liability insurance purchasers are more likely to face more financial risk than non-purchasers. Further, the empirical evidence reveals a significantly positive association between the D&O liability insurance limits and financial risk and provides evidence in support of the managerial opportunism argument and implies that a firm may raise the financial risk by purchasing D&O insurance.
48
You, Jing-Tang, and 游景棠. "Effects of Directors’ and Officers’ Liability Insurance on Firm Value." Thesis, 2017. http://ndltd.ncl.edu.tw/handle/4g38q6.
Анотація:
碩士國立臺中科技大學
會計資訊系碩士班
105
The objective of this study is to examine the relationship between directors’ and officers’ (hereafter D&O) liability insurance and firm value for firms listed in Taiwan for the period from 2008 to 2015. This study uses stock price and Tobin’s Q value to proxy for firm value and investigates the effects of D&O liability insurance purchase and the amount of insurance coverage on firm values. The empirical evidence shows that D&O liability insurance purchasers have higher firm values than non-purchasers. Further, firms with more D&O liability insurance limits have higher firm values. In sum, the empirical evidence demonstrates that D&O liability insurance is positively related with firm value and plays an effective corporate governance role in governing Taiwanese listed firms and thereby increasing firm values.
49
Ke, Jhih-Sin, and 柯智馨. "Directors’ and Officers’ Liability Insurance and Resignation of Independent Director." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/49d6wp.
Анотація:
碩士國立彰化師範大學
財務金融技術學系
108
Based on data of listed non-financial companies on the Taiwan Stock Exchange and Taipei Exchange Markets covering the period of 2008~2017, this master thesis examines the linkage between Directors' and Officers' Liability Insurance (DOLI) and Resignation of Independent Directors. Existing research has documented the effect of DOLI on corporate performance and other economic consequences, but among them has rarely explored the impact of DOLI on the resignation of independent directors. While greater degree of DOLI coverage may protect independent from litigation risk and result in lower degree of independent director resignation, greater degree of DOLI coverage may imply and cover higher firm risk thus result in higher potential resignation of independent director. In the thesis, six proxy variables is employed to proxy the extent of DOLI coverage, and the resignation of independent directors is measured by three proxy variables. Through descriptive statistics, correlation analysis and multiple regression estimation, the empirical result is that the degree of DOLI coverage is positively correlated with the extent of independent director resignation.
50
CHANG, SHU-TING, and 張舒婷. "Directors’ and Officers’ Liability Insurance and R&D Expenditure." Thesis, 2017. http://ndltd.ncl.edu.tw/handle/13449574030829790863.
Анотація:
碩士靜宜大學
會計學系
105
Directors’ and officers’ liability insurance (hereinafter D&O insurance) is an important issue for corporate operation. Both managers and shareholders demand D&O insurance to some extent. However, it is still unclear whether D&O insurance influences decision-making in corporate operation. The purpose of this study is to explore the impact of D&O insurance on R&D expenditure. Empirically, this study divide firms into three group: (1) firms are prone to over-investment in R&D; (2) firms are prone to under-investment in R&D; (3) firms are prone to optimal-investment in R&D. In this study, D&O insurance is expected to have effects on increasing R&D investment. It means that compared to firms prone to optimal-investment in R&D, there is a positive association between D&O insurance and R&D expenditure for firms either prone to over-investment or under-investment. After empirical analysis, the results show that, compared to firms prone to optimal-investment in R&D, the firms prone to under-investment do not increase RD expenditure if they have D&O insurance. Thus, D&O insurance seems not encourage firms to increase RD expenditure. However, there is a positive association between D&O insurance and R&D expenditure when firms are prone to over-investment. Thus, D&O insurance may result in over investment.