标题: 2 questions on Corporate Governance [打印本页] 作者: cfa10yrplan 时间: 2011-7-13 17:13 标题: 2 questions on Corporate Governance
1)
"Boards do fire incompetent mnanagers, as noted previously...they also side with the bidder in a hostile takeover..."
* Do they side with the bidder in a takeover which they find - although hostile - postive for the sharholder. Or why do they side to the the bidder? (p. 185 schweser book 3)
2) Securites Exchange Act of 1934 Section 16 (b)
* ...requires that any insider, including stockholders with at least a 10% ownership in the company, must pay back to the company any gains on company shares bouth or sold within six months of a sale or purchase, respectively, and any stockholder has the right to bring suit for recovery such gains againts any covered individual who does so...."
what does this mean? gains from stocks have to be paid back???
Thanks!作者: justin88 时间: 2011-7-13 17:13
2) is for insider trading...
1) the intent of the board. was it just bcos the money was good, or bcos the shareholder was benefited?
needs determination.
CP作者: cityboy 时间: 2011-7-13 17:13
its not specfied why the board should side with the bidder. just doesnt really make sense to me. its on schweser book 3, page 185.作者: infinitybenzo 时间: 2011-7-13 17:13
Board should side with the bidder only if it makes sense for the shareholders - their first duty is to the shareholders. however if the money is good, and they roll, even though the deal is not good by the shareholders - this is a conflict of interest... which is what schweser may be referring to...
