Tonya Tucker, CFA, is a financial analyst at Bowron Consolidated. Bowron has numerous subsidiaries and is actively involved in mergers and acquisitions to expand its businesses. Tucker analyzes a number of companies, including Hanchin Corporation. When Tucker speaks with the CEO of Bowron, she indicates that many of the companies she has looked at would be attractive acquisition targets for Bowron. After her discussion with the CEO, Tucker purchases 100,000 shares of Hanchin Corporation at $200 per share. Bowron does not have any pre-clearance procedures, so the next time she meets with the CEO, Tucker mentions she owns shares of Hanchin. The CEO thanks her for this information but does not ask for any details. Two weeks later, Tucker sees a company-wide email from the CEO announcing Bowron’s acquisition of Hanchin for $250 a share. With regards to her purchase of Hanchin stock, Tucker least likely violated the CFA Institute Standards of Professional Conduct concerning:
- Loyalty.
- Priority of Transactions.
- Material Nonpublic Information.
Solution
C is correct because there is no indication the analyst had access to material nonpublic information and was in violation of Standard II(A)–Material Nonpublic Information. Specifically, Tucker did not have information concerning any decision by Bowron to acquire Hanchin stock since she is not a part of the decision-making team at Bowron, which determines the companies it plans to take over. The analyst had indicated numerous companies were viable options for takeover, and she did not single out any one company in particular.
A is incorrect because even though the company does not have a stock pre-clearance procedure, trading the stock of a company the analyst recommended as an acquisition candidate is an act which violates Standard IV(A)–Loyalty, as she did not give her employer the opportunity to take advantage of her skill/recommendation prior to buying the shares for her own portfolio.
B is incorrect because there has been a violation of Standard VI(B)–Priority of Transactions, which requires that investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner despite the fact that there are no stock pre-clearance procedures at Bowron.
请老师解析下A和B两个选项
