答案和详解如下： Q16. With respect to how Jackson allocated the shares in the IPO of the technology company, has Jackson acted in accordance with the Code and Standards? A) Yes, Jackson allocated the shares of the offering fairly on a pro rata basis to all client accounts. B) No, Jackson has violated Standard III(C) Suitability. C) No, Jackson has violated Standard VI(B) Priority of Transactions. Correct answer is B) Jackson violated Standard III(C) – Suitability by allocating shares of the public offering to the two new client accounts without establishing an investment objective or guidelines for the accounts. Standard III(C) requires a reasonable inquiry into the client’s financial situation, investment experience, and investment objectives prior to taking any investment actions. Such information must also be updated regularly. The Standard also requires that the appropriateness and suitability of investment recommendations or actions be considered for each client, including 1) client needs and circumstances; 2) basic characteristics of the investment involved; and 3) basic characteristics of the total portfolio. Although the shares were allocated pro rata across all client portfolios, no investment action should have been initiated for the new clients without appropriate consultation regarding investment objectives and guidelines. Q17. Given Brunswick’s current ownership in New Medical, the Code and Standards require Jackson to: A) trade the shares in client accounts before any accounts for himself, family or friends. B) not take any investment action but communicate the information to other members of the proxy committee in preparation for consideration. C) not initiate any investment action prior to the information being publicly disseminated. Correct answer is C) Under the Code and Standards, Jackson should not initiate any investment action on the information provided by Watson in order to prevent a violation of Standard II(A) – Material Nonpublic Information. The information provided by Watson involved a proposed confidential tender offer for New Medical’s outstanding shares and, therefore, was material, nonpublic information. Information is “material” if its disclosure would have an impact on the stock value or if a reasonable investor would want to know the information prior to making an investment decision. Material is “nonpublic” until it has been generally disseminated to the marketplace and investors have had an opportunity to react to the information. Since the information involved a tender offer, Watson’s communication to Jackson was possibly a violation of federal securities laws. Neither Jackson, nor Watson should take any investment action regarding New Medical. Upon receipt of the information, Jackson should inform his compliance officer of the information, but otherwise keep the information confidential. However, not responding to unsolicited requests from clients to purchase New Medical is a possible violation because it appears that he is not acting in the best interest of the clients. Q18. Given Watson’s actions, all of the following are most likely violations of the Code and Standards EXCEPT: A) Standard III(A) – Loyalty, Prudence, and Care. B) Standard I (A) – Knowledge of the Law. C) Standard III(E) – Preservation of Confidentiality. Correct answer is C) Standard III(E) – Preservation of Confidentiality does not appear to have been violated by Watson’s actions. She does not appear to communicate any confidential information provided by clients, prospects, or her employer concerning the scope of any client-member, prospect-member or employer-member relationship. Watson’s actions, however, do appear to violate Standard I (A) – Knowledge of the Law, Standard II(A) – Material Nonpublic Information and Standard III(A) – Loyalty, Prudence, and Care. The information provided by Watson involved a proposed tender offer for New Medical’s outstanding shares and, therefore, was material, nonpublic information. Information is “material” if its disclosure would have an impact on the stock value or if a reasonable investor would want to know the information prior to making an investment decision. Material is “nonpublic” until it has been generally disseminated to the marketplace and investors have had an opportunity to react to the information. Since the information involved a tender offer, Watson’s communication to Jackson was possibly a violation of federal securities laws. Neither Jackson, nor Watson should take any investment action regarding New Medical. New Medical shares should be added to Brunswick’s restricted list to prevent a violation. The communication of the tender offer information by Watson to Jackson, is a probable violation of Standard III(A) Loyalty, Prudence, and Care, since she serves on the board of New Medical, and has a duty to the firm. Finally, Watson’s misuse of material, nonpublic information would also violate Standard I (A) – Knowledge of the Law by not complying with applicable laws, rules, and regulations. | 
发表于 2009-1-7 09:01
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