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Massa羊羊羊兒🐏🐏🐏 · 2020年11月28日

问一道题:NO.PZ2018062009000033 [ CFA II ]

问题如下:

Eden was seeking a merger partner for his bank recently, he contacted several potential clients, however, all of them replied that they wanted to wait until the release of the newest financial statements. Due to a severe investment failure this year, Eden believed that the financial report next period would be ugly and thus might produce negative effect on the merger process. To make sure that the merger deal carrys on smoothly, Eden decided to take some actions. Considering the following actions, which one of them will violate the Code and Standards?

选项:

A.

Eden released announcements about seeking the merger partner on the website of his firm.

B.

Eden placed a buy order which is 5 times the average weekly volume through a friend for his personal account.

C.

Eden hired a new chief financial officer for his firm and instructed him to reaffirm the firm’s announced earnings in previous financial statements.

解释:

B is correct.

Based on Standard II(B) Market Manipulation, a purchase order which is remarkably greater than average volume through personal account should be regarded as an attempt to manipulate the market. The ultimate goal is to increase the share price and attract potential buyers, B is correct. Releasing the news of a possible merger and instructing the new officer to reaffirm previous earnings are common actions which can help the investors to make their investment decisions, A and C are incorrect.

A为什么对? M&A一般都是重大保密信息,如果他把这个消息发到网上公开找并购伙伴,别人就会知道公司要并购,并提前买入相关公司股票以套利,A为什么对
1 个答案

Olive_品职助教 · 2020年11月30日

嗨,爱思考的PZer你好:


如果发布并购消息,别人就会买入股票套利的话,资本市场岂不是太容易被操纵了,只要公司发布寻找并购伙伴的消息,别人就会买它公司股票,从而抬高股票,这也太容易了吧。

material non-public的消息一旦发布,就不再是material non-public消息了,就变成material public消息了。

就像公司年报信息也很重大,但是不能不发布啊。正常发布是没问题的,只要不要在社会公众都知道之前提前泄密就行。


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虽然现在很辛苦,但努力过的感觉真的很好,加油!