Sydney Associates is a consulting firm owned by a few entrepreneurs. Rogo Consulting, a large consulting firm, tries to buy shares from some of the shareholders of Sydney to obtain control of the company without making a formal acquisition proposal with the management. Sydney's management invites a third party to acquire the company to prevent a hostile takeover by Rogo Consulting. This approach used by Sydney to prevent hostile takeover is an example of a O white knight tactic O counteroffer O proxy fight O direct offer O poison pill defense
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- The board of directors of Northshore plc decided to make a takeover bid for South Shore plc. After the decision was taken, but before it was announced the following chain of events occurred: Blue, a director of Northshore plc, buys shares in South Shore plc Blue tells his friend White about the likelihood of the takeover and White buys shares in South Shore White in turn passes on the information to his friend Green who also buys shares in South Shore Green tells his friend Grey about the information, and he too buys shares in South Shore At a dinner party Blue, without telling him about the takeover proposal, advises his brother Tom to buy shares in South Shore and Tom does so. Questions: Explain the Fiduciary duties of Directors and their relevance. Based on your knowledge of the Director’s duties and powers, explain whether the parties are guilty in each chain of events or the implications.If any of the owners decided eventually to sell any or all of their shares and had identified a potential buyer, they all agreed that Ay-Bee-Cee-Dee Corp. should be granted the right to match the offer of the potential buyer and, thereby, buy back the shares rather than allowing that potential buyer to become a part owner of the company. To accomplish this, which of the following types of restrictions on transfer needs to be attached to the shares? Multiple Choice Provision disqualifying purchasers Buy-and-sell agreement Consent restraint Right of first refusal Option agreementJeremy is considering a corporate recapitalization as a gifting technique and has come to his financial planner for more information. Which of the following statements regarding corporate recapitalization are CORRECT? The stock is recapitalized and divided into nonvoting preferred stock and voting common stock. Jeremy retains control of the corporation through the voting rights associated with his preferred stock. Recapitalization can be used in any corporation. The gift of stock given to the junior family members may qualify for valuation discounts. A) II, III, and IV B) I and III C) II and IV D) I and II
- What does the term "Affiliated Party mean? ΟΛ Any person who directs or participates in the conduct of alluss of a bourse and who is an officer, stockholder, owney or other person who directly controls a com Any person who is related to the writing insurance agent and works for the same based insurance comparty Any person who has the authority to bind the insurer to the risk of being assumed without requiring a bone or appointment Every group, association or other organization that prepares policy forms and makes underwriting rules axikvit to the setting of rates and underwing clos B. OC O DCompanies A and B differ only in their capital structure. A is financed 30% debt and 70% equity: B is financed 10% debt and 90% equity. The debt of both companies is risk-free. a. Rosencrantz owns 1% of the common stock of A. What other investment package would produce identical cash flow for Rosencrantz? b. Guildenstern owns 2% of common stock of B. What other investment package would produce identical cash flows for Guildenstern?When a general partnership is sued, the lawsuits often go after the more wealthy partners, ( a) True 0 b) False
- Considering the following statements true or false. 1.Circumstances whereby the CFA member breaches client confidentiality are acceptable in circumstances directed by the client in writing. 2.Mosaic theory damages the interest of all investors by disrupting the smooth functioning of forward markets and lowering investor confidence. 3.As a philosophical ethical principle, when analysing actions undertaken, it is acceptable that an act can be seen as good or bad regardless of the underlying/relevant circumstances. 4.As part of Standard IV, as a superior, it is not your responsibility to ensure ethical behaviour of your subordinates. 5.Premium investment services should be designed in such a way that, while beneficial to those who are in a position to take advantage of them, they are not unfairly disadvantages to other classes of clients.Edward, CFA, heads the settlement department of a fund management company. His wife, Fiona, works for an investment bank. Edward accidentally overhears an acquisition deal that Fiona is working on. The deal is soon to be closed and announced publicly. Edward checks subsequently neither the stock of the target company nor its call option falls in the restricted list of his employer. To maximize the upside, he buys the call option but he loses money on it because it coincides with the market plunge due to rising interest rate. A) Please discussion the following: Which CFA Standard of Professional Conduct does the case relate to? B) Explain whether each of I, II, III & IV below is correct or incorrect separately with respect to the relevant Standard. State the key points of the case that relate to the relevant Standard in your own words. Edward's purchase of the call option is: I. acceptable because he is just working in the settlement department, but not the investment department, of the…Several months ago, Amanda Potter became a trustee of Breakthrough, a UK charity that supports educational and cultural initiatives for underprivileged children. Potter was invited to join the board of trustees by the board chairman, a long-time friend. In the time since her appointment, Potter has begun to learn about the activities of the charity; however, there are still aspects of operations and funding about which she is not altogether clear. There is some disagreement between trustees about whether the main area of activity for the charity should be educational or whether it should focus more on cultural activities. The board of trustees has met only twice since her appointment, and Potter now understands that many of the policy decisions are made by the chief executive of the organisation and his small management team. Since her appointment, Potter feels that she has done very little as a trustee. She is also annoyed that she has twice been asked to find individuals or companies…
- Ed Sabol, a once unhappy coat salesman, had a passion for filming his sons high school football games and other activities. Word of Eds filming abilities soon got around and he found himself working a number of local high school games. This led to Eds successful bid ($3,000) to film the 1962 NFL championship game. Then Commissioner Pete Rozelle was so impressed with the work that he agreed to Eds proposal to create a new entity known as NFL Films that would both preserve the history of the game and promote it to the nations sports fans. NFL Films creative approach to the game has resulted in 82 Emmy Awards to date. Ed retired in 1987, turning the reins over to his son Steve who has taken the company to new heights thanks in part to his empowering leadership style and product innovation. The company now has a 200,000 square foot state-of-the-art facility. Q1. Identify the entrepreneurial traits that Ed Sabol and his son Steve exhibit? Q2. How would you characterize the Sabols…Lily wants to build a business. She has very little capital. She does, however, have a partner with which she could run a business. Lily wants to be able to avoid being held personally liable for any problems the business has. Which of the following would lead Lily to choose a sole proprietorship organization for her business? None of the above Little capital Avoidance of personal liability Possession of a partnerart IScenario IAgroVate, a Delaware corporation, is the target of a bid from Bijoux. Bijoux had originally approached AgroVateâs board with an offer to buy the company, but AgroVate turned down the offer. Now, in newspaper ads and direct mail to shareholders, Bijoux has initiated a tender offer to shareholders well above market price.The Board of Directors of AgroVate consists of the three Maxxo brothers, Happy, Dopey and Sleepy, as well as eight other directors who are not related to the Marx Brothers. AgroVateâs bylaws provide that eight directors constitute a quorum.Manly Pearson, the president of Bijoux, wants to take control of AgroVate and merge it with Bijoux. He plans to replace the current board and sell off AgroVateâs widget finishing division, which he thinks is dragging the company down. Pearson has no interest in the widget business; Bijoux makes service uniforms; Pearson simply sees the takeover as a business…