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一只可爱的猪 · 2020年03月05日

问一道题:NO.PZ2016032801000014

问题如下:

One of the discretionary accounts managed by Farnsworth is the Jones Corporation employee profit-sharing plan. Jones, the company president, recently asked Farnsworth to vote the shares in the profit-sharing plan in favor of the slate of directors nominated by Jones Corporation and against the directors sponsored by a dissident stockholder group. Farnsworth does not want to lose this account because he directs all the account’s trades to a brokerage firm that provides Farnsworth with useful information about tax-free investments. Although this information is not of value in managing the Jones Corporation account, it does help in managing several other accounts. The brokerage firm providing this information also offers the lowest commissions for trades and provides best execution. Farnsworth investigates the director issue, concludes that the management nominated slate is better for the long-run performance of the company than the dissident group’s slate, and votes accordingly. Farnsworth:

选项:

A.

Violated the Standards in voting the shares in the manner requested by Jones but not in directing trades to the brokerage firm.

B.

Did not violate the Standards in voting the shares in the manner requested by Jones or in directing trades to the brokerage firm.

C.

Violated the Standards in directing trades to the brokerage firm but not in voting the shares as requested by Jones.

解释:

B is correct.

This question relates to Standard III(A) –Loyalty, Prudence, and Care specifically, a member’s or candidate’s responsibility for voting proxies and the use of client brokerage. According to the facts stated in the question, Farnsworth did not violate Standard III(A). Although the company president asked Farnsworth to vote the shares of the Jones Corporation profit-sharing plan a certain way, Farnsworth investigated the issue and concluded, independently, the best way to vote. Therefore, even though his decision coincided with the wishes of the company president, Farnsworth is not in violation of his responsibility to be loyal and to provide care to his clients. In this case, the participants and the beneficiaries of the profit-sharing plan are the clients, not the company’s management. Had Farnsworth not investigated the issue or had he yielded to the president’s wishes and voted for a slate of directors that he had determined was not in the best interest of the company, Farnsworth would have violated his responsibilities to the beneficiaries of the plan. In addition, because the brokerage firm provides the lowest commissions and best execution for securities transactions, Farnsworth has met his obligations to the client in using this brokerage firm. It does not matter that the brokerage firm also provides research information that is not useful for the account generating the commission because Farnsworth is not paying extra money of the client’s for that information.

我没有怎么看懂,这里存在哪几个问题?

投票投的是什么?为什么要投Jone?

这家经纪公司什么意思?和jone什么关系

1 个答案
已采纳答案

发亮_品职助教 · 2020年03月06日

嗨,从没放弃的小努力你好:


这道题是这样

Farnsworth同学管理着Jones Corporation这家公司的employee profit-sharing plan,也就是员工利润分享计划,然后Jones这家公司的主席要求Farnsworth同学对提名的董事投同意票。

然后Farnsworh同学,不想失去管理Jones Corporation员工利润分项账户的机会,因为这个账户在一家经纪公司(brokerage)交易,这家经纪公司给Farnsworh同学的回馈就是关于Tax-free投资的信息。

然后也说了,这家brokerage firm为Jones Corporation员工利润分项账户提供的是:Lowest commissions for trades and provides best execution,也就是提供的是"价低质优"的交易(Lowest price but best execution)

Farnsworth同学经过Due dilligence发现,Jones任命的这个董事,对公司长远的发展有利,所以他投了同意票,然后题目问有没有违反啥条例。



从上面的信息看,没有违反任何条款。

首先,Farnsworth同学管理的是员工利润分享账户,为啥他能投票,因为这个账户里拿的是本公司的股票,账户的实际受益人是员工,也就是说Farnsworth同学作为账户的代理人,有权在股东大会上为任命董事投票。

所以Farnsworth同学需要向账户的实际受益人:员工,负责;而不是向主席Jones负责;

所以Jones同学要求Farnsworth同学投票时,Farnsworth同学是做了尽职调查,发现投同意票有助于公司的长远发展,所以有助于账户受益,所以他投票是做到了对客户负责,没有违反Standard III(A) Loyalty, Prudence, and Care


同时,Farnsworth同学给账户找的经纪人,是Lowest price,Best execution,依然是做出了符合客户利益的事项,所以他也没违反。

看起来,经纪人给Farnsworth同学返还了一些信息,但注意,这些信息是免费的,因为交易本身就是Lowest price,Best execution,经纪人提供的已经是最低价的交易了,所以本质上员工利润分项账户并没有为经纪人提供的Tax-free investment information付出任何成本,所以这不算Soft dollar。


综合以上,Farnsworth同学没有违反任何条例。


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