• The Korean Journal of Financial Management
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• v.23 no.1
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• pp.1-47
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• 2006

This study investigated the effect of tender-offer on the value of the firms in Korea. For this purpose, the study applied an event study methodology to 55 cases(bidding firm : 26, target firm : 39) of tender-offer and 164 cases(bidding firm : 144, target firm : 20) of merger announcements made between January 1st, 1994 and September 30th 2004. We found the following results. For tender-offer announcements, there was a significant increase in target firm's value while there was no significant change in bidding firm's value. In contrast, for merger announcements, there was a significant increase in bidding firm's value while there was no significant change in target firm's value. In addition, the synergy effect of tender-offer was higher than that of merger. The results support the Berkovitch and Khanna(1991)'s prediction that bidding firms choose tender-offer rather than merger in the presence of higher synergy profit from M&A.

• International conference on construction engineering and project management
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• 2007.03a
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• pp.289-298
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• 2007

The development of construction industry has led to the increase in the number of criteria imposed by project clients for selecting contractors. For example, clients often request tenderers to satisfy various conditions such as tight programme, financial strength, managerial ability, relevant work experiences, technical strength, high workmanship standard, safety requirement, quality specification, and yet others. This trend has attracted research interests of devising various methods for helping project clients to assess contractors' bids. For example, in recent development, the Works Bureau of the Hong Kong Government has introduced two mechanisms in tender evaluation for various public work contracts, namely, the Marking Scheme effective from June 2002 and the Formula Approach effective from November 2002 [1], [2]. These approaches evaluate a contractor's tender by considering collectively its tender price and performance attributes, the latter including contractor experience, past performance, technical resources and technical content of his proposal. The tender with the highest combined price and performance score (CPPS) will be normally recommended for acceptance. It appears, however, that there is little existing research in helping contractors to identify a competition strategy that enables the contractor to offer his most competitive bid collectively taking into account his resource capacities and project client's multiple performance criteria. This paper examines the factors affecting contractor's competition strategy to compete for works in Hong Kong. The understanding about the factors will contribute to identifying effective competition strategy. The data used for the analysis were collected from Hong Kong construction industry. The research findings may provide valuable references for investigating effective competition strategies in other construction industries outside the region.

• Proceedings of the KSR Conference
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• 2003.05a
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• pp.185-189
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• 2003

According to opening Seoul-Busan high speed rail line in 2004, we are studying to offer speedily for the parcel service of high speed rail-combined transport as it does, tender the quality freight services within a one and the same high speed train formation. Therefore, we reviewed for various types of HSR-combined transport and suggested to application methods in Korean high speed rail line. Through these kinds of approaches, we are able to expect the fulfillment of customer needs for high speed rail market segments, the profit maximization of future railway operating companies, and enhancement for cost-effective rail network operation of the mixed traffic on infrastructure cost-reduction in national logistics.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.23
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• pp.155-219
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• 2004

This paper focuses on two recent legislative developments in electronic commerce: the "Uniform Computer Information Transactions Act" ("UCITA") of USA and the "preliminary draft convention on the use of data message in [international trade] [the context of international contracts]" ("preliminary draft Convention") of UNCITRAL. UCITA provides rules contracts for computer information transactions. UCITA supplies modified contract formation rules adapted to permit and to facilitate electronic contracting. UCITA also adjusts commonly recognized warranties as appropriate for computer information transactions; for example, to recognize the international context in connection with protection against infringement and misappropriation, and First Amendment considerations involved with informational content. Furthermore, UCITA adapts traditional rules as to what is acceptable performance to the context of computer information transactions, including providing rules for the protection of the parties concerning the electronic regulation of performance to clarify that the appropriate general rule is one of material breach with respect to cancellation (rather than so-called perfect tender). UCITA also supplies guidance in the case of certain specialized types of contracts, e.g., access contracts and for termination of contracts. While for the most part carrying over the familiar rules of Article 2 concerning breach when appropriate in the context of the tangible medium on which the information is fixed, but also adapting common law rules and rules from Article 2 on waiver, cure, assurance and anticipatory breach to the context of computer information transactions, UCITA provides a remedy structure somewhat modeled on that of Article 2 but adapted in significant respects to the different context of a computer information transaction. For example, UCITA contains very important limitations on the generally recognized common law right of self-help as applicable in the electronic context. The UNCITRAL's preliminary draft Convention applies to the use of data messages in connection with an existing or contemplated contract between parties whose places of business are in different States. Nothing in the Convention affects the application of any rule of law that may require the parties to disclose their identities, places of business or other information, or relieves a party from the legal consequences of making inaccurate or false statements in that regard. Likewise, nothing in the Convention requires a contract or any other communication, declaration, demand, notice or request that the parties are required to make or choose to make in connection with an existing or contemplated contract to be made or evidenced in any particular form. Under the Convention, a communication, declaration, demand, notice or request that the parties are required to make or choose to make in connection with an existing or contemplated contract, including an offer and the acceptance of an offer, is conveyed by means of data messages. Also, the Convention provides for use of automated information systems for contract formation: a contract formed by the interaction of an automated information system and a person, or by the interaction of automated information systems, shall not be denied on the sole ground that no person reviewed each of the individual actions carried out by such systems or the resulting agreement. Further, the Convention provides that, unless otherwise agreed by the parties, a contract concluded by a person that accesses an automated information system of another party has no legal effect and is not enforceable if the person made an error in a data message and (a) the automated information system did not provide the person with an opportunity to prevent or correct the error; (b) the person notifies the other party of the error as soon as practicable when the person making the error learns of it and indicates that he or she made an error in the data message; (c) The person takes reasonable steps, including steps that conform to the other party's instructions, to return the goods or services received, if any, as a result of the error or, if instructed to do so, to destroy such goods or services.

• The Korean Journal of Financial Studies
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• v.3 no.1
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• pp.233-265
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• 1996

We examine the impact of public and private information on price movements using the thirty DJIA stocks and twenty-one NASDAQ stocks. We find that the standard deviation of daily returns on information days (dividend announcement, earnings announcement, insider purchase, or insider sale) is much higher than on no-information days. Both public information matters at the NYSE, probably due to masked identification of insiders. Earnings announcement has the greatest impact for both DJIA and NASDAQ stocks, and there is some evidence of positive impact of insider asle on return volatility of NASDAQ stocks. There has been considerable debate, e.g., French and Roll (1986), over whether market volatility is due to public information or private information-the latter gathered through costly search and only revealed through trading. Public information is composed of (1) marketwide public information such as regularly scheduled federal economic announcements (e.g., employment, GNP, leading indicators) and (2) company-specific public information such as dividend and earnings announcements. Policy makers and corporate insiders have a better access to marketwide private information (e.g., a new monetary policy decision made in the Federal Reserve Board meeting) and company-specific private information, respectively, compated to the general public. Ederington and Lee (1993) show that marketwide public information accounts for most of the observed volatility patterns in interest rate and foreign exchange futures markets. Company-specific public information is explored by Patell and Wolfson (1984) and Jennings and Starks (1985). They show that dividend and earnings announcements induce higher than normal volatility in equity prices. Kyle (1985), Admati and Pfleiderer (1988), Barclay, Litzenberger and Warner (1990), Foster and Viswanathan (1990), Back (1992), and Barclay and Warner (1993) show that the private information help by informed traders and revealed through trading influences market volatility. Cornell and Sirri (1992)' and Meulbroek (1992) investigate the actual insider trading activities in a tender offer case and the prosecuted illegal trading cased, respectively. This paper examines the aggregate and individual impact of marketwide information, company-specific public information, and company-specific private information on equity prices. Specifically, we use the thirty common stocks in the Dow Jones Industrial Average (DJIA) and twenty one National Association of Securities Dealers Automated Quotations (NASDAQ) common stocks to examine how their prices react to information. Marketwide information (public and private) is estimated by the movement in the Standard and Poors (S & P) 500 Index price for the DJIA stocks and the movement in the NASDAQ Composite Index price for the NASDAQ stocks. Divedend and earnings announcements are used as a subset of company-specific public information. The trading activity of corporate insiders (major corporate officers, members of the board of directors, and owners of at least 10 percent of any equity class) with an access to private information can be cannot legally trade on private information. Therefore, most insider transactions are not necessarily based on private information. Nevertheless, we hypothesize that market participants observe how insiders trade in order to infer any information that they cannot possess because insiders tend to buy (sell) when they have good (bad) information about their company. For example, Damodaran and Liu (1993) show that insiders of real estate investment trusts buy (sell) after they receive favorable (unfavorable) appraisal news before the information in these appraisals is released to the public. Price discovery in a competitive multiple-dealership market (NASDAQ) would be different from that in a monopolistic specialist system (NYSE). Consequently, we hypothesize that NASDAQ stocks are affected more by private information (or more precisely, insider trading) than the DJIA stocks. In the next section, we describe our choices of the fifty-one stocks and the public and private information set. We also discuss institutional differences between the NYSE and the NASDAQ market. In Section II, we examine the implications of public and private information for the volatility of daily returns of each stock. In Section III, we turn to the question of the relative importance of individual elements of our information set. Further analysis of the five DJIA stocks and the four NASDAQ stocks that are most sensitive to earnings announcements is given in Section IV, and our results are summarized in Section V.

• Journal of Legislation Research
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• no.41
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• pp.367-399
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• 2011

This Article examines the regulation of outsider trading under the Financial Investment Services and Capital Markets Act (the "Capital Markets Act"). Outsider trading occurs when a market participant who is not a traditional corporate insider trades securities based on either "inside" or "outside" nonpublic information. Unlike "inside" information, "outside" information is referred to as information not derived directly or indirectly from the issuer. "Outside" information includes both "corporate" and "market" information. "Corporate information" is information about events or circumstances which affect the company's assets or earning power. "Outside corporate information" is information about the company's assets or earning power not derived directly or indirectly from the issuer. "Market information" is information about events or circumstances which affect the market for a company's securities but which do not affect the company's assets or earning power. The Capital Markets Act prohibits both "temporary insiders" from using "corporate" information in trading securities and "outsiders" from using "market" information, such as (i) information regarding the initiation or discontinuance of a tender offer; or (ii) information regarding acquisition or disposition of stocks in bulk. However, the Act does not encompass circumstances (i) where an outsider trades securities based on confidential corporate information obtained through certain types of wrongful conduct; (ii) where an outsider trades securities based on corporate information obtained through eavesdropping; and (iii) where an outsider trades securities based on either outside corporate information or market information created by the outsider himself. In order to plug a few of the gaps left open in the law of outsider trading under the Capital Markets Act, this Article suggests that regulators adopt a relatively broad reading of the scope of ${\S}$ 178(1) of the Act, which is similar to SEC Rule 10b-5, to include outsiders with no relationship to the corporation that had issued the securities. Since ${\S}$ 178(1) of the Act does not require "deception" for liability, it would seem to evade the limitations imposed by the U.S. misappropriation theory. Key Words : Outsider Trading, Insider Trading, Material Nonpublic Information, the Capital Markets Act, Misappropriation Theory, Fiduciary Theory.