BRISA’S takeover offer

This project is composed by a Case Study regarding Tagus’ takeover offer for Brisa. The case study describes each player involved in the operation: the target company – Brisa, the acquirers – José de Mello and Arcus; as well as the circumstances surrounding the takeover, with a description of the takeover itself and the conflict between the acquirers and Abertis. Associated to the case, there is a group of six question and their respective answers, regarding the motive of the takeover, the price per share, what should be the positions of Brisa’s shareholders regarding the takeover and the reason Brisa’s share price declined after the success of the operation.

Corporate governance failure at PT

The following case study depicts the bitter transfiguration of Portugal Telecom, SGPS (PT), a multinational telecommunications company that was once an honourable flag of innovation, corporate governance standards in Portugal and overseas. It scrutinises the controversial episodes that paved the way for the pitiful condition in which PT is nowadays: a company that carries the weight of a ruinous €897 million investment in a defaulted company and no more than a 25.6% stake in a heavily indebted Brazilian carrier. The free-fall is made, ironically, of a complete disregard for best corporate governance practices, allowing for PT’s major shareholders to take over the helm of the company, using it selfishly as a cash cow.

Basel III: The impact of new capital requirements on profitability of Portuguese Banks

This empirical study aims to explore the impact of increased capital ratio requirements, on the ROE of the Portuguese banking sector. The paper employs both a quantitative- and qualitative approach, with the qualitative approach as the main method of research. The method adopted to conduct the qualitative research was semi structured elite interviews with banking executives. Higher capital requirements decrease the ROE of banks in Portugal, but huge impairments charges, macroeconomic factors and increased costs of deposits are clearly the dominant reasons for the reduced levels of ROE the past years. Among the measures taken to increase capital ratios, reduction of RWAs and non-core assets have been the main focus, but the issuance of CoCos is regarded as the most expensive measure due to high interest payments. However, the CoCos will not have any effect on the ROE in the long term. It is difficult to draw any conclusions on the impact of more equity in the balance sheet on the ROE of Portuguese banks, as many banks currently don’t generate enough money to pay back on shareholders´ investments.

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.

Opa e fusão

Control of a public company can be obtained through several ways, of which the tender offer and the merger are only two. We attempt to understand what are the risks involved in the appearance of a control position. Such underlying risks justify the rationality of the mandatory bid rule, as well as the consequences of said rule. Finally, we attempt to understand if the interests of the minority shareholders are duly defended in the case of control being acquired through merger, since that is the understanding of the legislator.

PT Multimedia

The purpose of the present case – and accompanying Teaching Notes – is to better understand the spin-off of PT Multimédia, by Portugal Telecom, after receiving a Public Takeover Offer from Sonaecom, in 2006. The Government and the Competition Authority had never looked in a serious way at PT’s dominant position and the lack of room for competition in the TMT sector – PT was the owner of both the cable and copper networks, having access to privileged information from its competitors with control over the wholesale and retail businesses. In 2006, the company received a takeover offer from Sonaecom, the TMT subsidiary from the Portuguese conglomerate Sonae. The offer was voted and rejected by a majority of PT shareholders, but the whole process triggered several recommendations from the regulatory bodies. As a result, PT divested its cable business with the spin-off of PT Multimédia, giving birth to a new competitor and a totally different landscape in the telecommunications sector in Portugal.

Jeronimo Martins in 2030 succession and strategy planning

The case outlines the history of Jerónimo Martins and the Dos Santos family in the context of a dialogue between the pater familias Alexandre and his successor Pedro. The case idea analyses the problems associated with next generation entrance in the family business and the outcomes on the different stakeholders and environment, with a particular focus on the evolution of the relationship between family, family holding and the JM group. The case is designed to assess the sustainability of a traditional succession strategy in the context of the challenges of globalization and growth of the company and family, analysing the reciprocal influence in a long-term strategy.

A. S. Whiting Manufacturing Company Limited, minute book, 1872-1909.

The Cedar Dale Scythe Works was the second manufacturing company that A.S. Whiting had established in Oshawa, the first being the Oshawa Manufacturing Co. in 1852. The Oshawa Manufacturing Co. was eventually taken over by the Joseph Hall Works in 1857. In 1862, the Cedar Dale Works was built after being in a rented space in the Hall Works for two years, building scythes and hoes. With the building of the firm, the village of Cedar Dale was established. In 1867, the firm became Whiting and Cowan when John Cowan bought into the company. After the death of Whiting in 1867, his son-in-law, R.S. Hamlin headed the company. By 1872, it became the A.S. Whiting Manufacturing Co. when Cowan withdrew from the business. Before Whiting’s death, the company had been profitable but due to new machinery being developed, hand tools were becoming obsolete and the business only lasted for a few more years (source: Oshawa Community Museum and Archives Web site).

City of the Falls clippings, 1833, n.d.

The clippings describe the City of the Falls and its attempts by its shareholders to sell lots to this newly developing city. The venture by shareholders W. Allan, James Buchanan, Thomas Clark, J.H. Dunn, Thomas Dixon, General Murray, James Robinson, Samuel Street and William Witla intended to favourably position their city as a destination for “affording an easy approach for the annual assemblage of the Fashionable, the Learned and the Great”. The venture failed due to the building of the Buffalo and Niagara Falls railway.

Using a Bayesian model for bankruptcy prediction : a comparative approach

The purpose of this study is to examine the impact of the choice of cut-off points, sampling procedures, and the business cycle on the accuracy of bankruptcy prediction models. Misclassification can result in erroneous predictions leading to prohibitive costs to firms, investors and the economy. To test the impact of the choice of cut-off points and sampling procedures, three bankruptcy prediction models are assessed- Bayesian, Hazard and Mixed Logit. A salient feature of the study is that the analysis includes both parametric and nonparametric bankruptcy prediction models. A sample of firms from Lynn M. LoPucki Bankruptcy Research Database in the U. S. was used to evaluate the relative performance of the three models. The choice of a cut-off point and sampling procedures were found to affect the rankings of the various models. In general, the results indicate that the empirical cut-off point estimated from the training sample resulted in the lowest misclassification costs for all three models. Although the Hazard and Mixed Logit models resulted in lower costs of misclassification in the randomly selected samples, the Mixed Logit model did not perform as well across varying business-cycles. In general, the Hazard model has the highest predictive power. However, the higher predictive power of the Bayesian model, when the ratio of the cost of Type I errors to the cost of Type II errors is high, is relatively consistent across all sampling methods. Such an advantage of the Bayesian model may make it more attractive in the current economic environment. This study extends recent research comparing the performance of bankruptcy prediction models by identifying under what conditions a model performs better. It also allays a range of user groups, including auditors, shareholders, employees, suppliers, rating agencies, and creditors' concerns with respect to assessing failure risk.

Market reactions to changes in the Nasdaq-100 Index membership

We examine stock market reactions around the Nasdaq-100 Index reconstitutions. We find a symmetric and transitory price response accompanied by a significant increase in trading volume on the effective date. Firms added to the Nasdaq-100 Index experience significant increases in institutional ownership, the number of market makers, and the number of shareholders. In contrast, firms removed from the index show significant decreases in the number of institutional shareholders. Additions to the Nasdaq-100 Index also show significant increases in four liquidity measures, whereas deletions demonstrate significant decreases in two liquidity measures. These changes in liquidity are related to the abnormal return on the announcement day. Taken together, the results suggest support for the price pressure, liquidity, and investor awareness hypotheses.

Managerial Risk-Taking and CEO Excess Compensation

This paper examines risk taking and CEO excess compensation problems in U.S firms to determine their impact on shareholders wealth. Literature suggests a positive effect of CEO incentive risk and strong corporate governance on CEO risk taking. Furthermore, the strong governance mitigates excess compensation problem. Controlling for governance quality and incentive risk, I provide empirical evidence of a significant association between risk taking and CEO excess compensation. When I also control for pay-performance sensitivity (delta) and feedback effects of incentive compensation on CEO risk taking, I find that higher use of incentive pay encourages risk taking, and due to a high exposure to risk CEOs draws excess compensation. Furthermore, I find that the excess compensation problem is more serious with CEOs taking high risk than with those taking low risk. Finally, I find that CEO risk taking also has structural impacts on CEO compensation

Effect of executive compensation on firm performance

The paper finds evidence that the equity-based CEO pay is positively related to firm performance and risk-taking. Both stock price and operating performance as well as firm's riskiness increase in the pay-performance sensitivities (PPS) provided by CEO stock options and stock holdings. PPS can explain stock returns better as an additional factor to the Fama-French 3-factor model. When CEOs are compensated with higher PPS, firms experience higher return on asset (ROA). The higher PPS also leads to the higher risk-taking. While CEO incentive compensation has been perceived mixed on its effectiveness, this study provides support to the equity-based CEO compensation in reducing agency conflicts between CEOs and shareholders.

Meeting 1 July 1881

The meeting notes include an audit for "year ending June 30th, 1880, thence to May, 25th, 1881". There is also an "auditor's report" by Richard Tew and P. Corridi which states: "To the President and shareholders of the Ontario Grape Growing and Wine Manufacturing Company, Barnsdale, Ont. Gentlemen, We the undersigned have much pleasure in informing you that we have completed our audit of the Company's Books for the year ending June 30th, 1880, thence to May 24th, 1881, and can testify to their correctness. In future we would recommend that the Books be made up to May 24th in each year, five weeks previous to the Annual meeting being held, and that the Day Book kept by the manager be submitted to the Secretary monthly, together with all vouchers, so that the transactions can be duly recorded in the Company's Books. We beg to congratulate the shareholders on the satisfactory exhibit of the Company's affairs, as shown by the annexed Balance Sheet. We are Gentlemen, yours respectfully." This is the first audit included in the book.

Barnes Wines, LImited By-Law no. 81

The by-law reads: "A by-law to amend by-law no. 79 of the company by restricting the distribution of monies set aside for profit sharing to officers and employees regularly employed at the company's plant. Be it therefore enacted as a by-law of Barnes Wines, Limited as follows: That Schedule 'A' to By-Law no. 79 of the Company enacted on the 2nd day of February, 1953, be and the same is hereby amended by adding after the word "Company" in the last line of paragraph I thereof, the following: 'regularly employed at the Company's plant,' Enacted this 9th day of February, 1966. Witness the Corporate Seal of the Company. Unanimously confirmed by all the Shareholders of the Company at a Special General Meeting of the Shareholders of the Company held on the 21st day of February, 1966."