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Suppose the managers of a company have driven the stock price down because they have spent the investors' money on lavish perquisites like golf club memberships.


A) This situation may prompt a corporate raider to buy up the shares of the firm in a hostile takeover.
B) If the hostile takeover is successful, the managers will probably lose their jobs in the ensuing restructuring.
C) If the restructuring is successful, the corporate raider can sell his shares at a profit.
D) All of the above

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The board of directors may grant stock options to managers.These are


A) call options.
B) put options.
C) none of the above

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Suppose you are the CEO of company A,and you serve on the board of company B,while the CEO of B is on your board.


A) This is a potential conflict of interest for both parties.
B) This is normal and even a desirable situation since it allows for efficient information sharing between the firms.
C) There is a potential conflict for the shareholders of the two firms.
D) All of the above are true.

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In Germany the corporate board is


A) legally charged with representing the interests of shareholders exclusively.
B) legally charged with looking after the interests of stakeholders (e.g., workers, creditors, etc.) in general, not just shareholders.
C) legally charged as a supervisory board only.
D) legally charged as a management board only.

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The goal of a greater accounting transparency


A) is to impose more rules and harsher penalties for their violation.
B) is to reduce the information asymmetry between corporate insiders and the public.
C) is to discourage managerial self-dealings.
D) answers b and c

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Several studies document the empirical link between


A) weak investor protection and GDP growth.
B) financial development and economic growth.
C) growth in GDP and concentrated ownership.
D) none of the above

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One way to measure the value of private benefits of control


A) is to measure the difference in value between non-voting shares and voting shares.
B) is to measure the value of the "block premium" the value difference between the price per share paid for a control block of shares versus the exchange price of regular shares.
C) both a and b

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In the United States,it is well documented that


A) boards dominated by their chief executives are prone to trouble.
B) public scrutiny can help improve corporate governance.
C) as public firms improve their corporate governance, the stock price goes up.
D) all of the above

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If an incentive contract specifies certain accounting performance


A) that accounting number will likely be the focus of managers.
B) managers will set aside the accounting goal if it conflicts with the goal of maximizing shareholder wealth.
C) managers will be unable to manipulate the GAAP, so shareholders can be confident of having their wealth maximized.

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The Cadbury Code of Best Practice


A) is the U.N.equivalent of the Sarbanes-Oxley Act.
B) is voluntary, but firms that fail to comply must explain why they choose not to comply.
C) has the force of law, like the Sarbanes-Oxley Act.
D) none of the above

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In many countries hostile takeovers are relatively rare.This is so partly because of


A) the language barrier.
B) concentrated ownership in these countries.
C) cultural values and political environments disapproving hostile corporate takeovers.
D) both b and c

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Companies domiciled in countries with weak investor protection can reduce agency costs between shareholders and management


A) by moving to a better county.
B) by listing their stocks in countries with strong investor protection.
C) by voluntarily complying with the provisions of the U.S.Sarbanes-Oxley Act.
D) having a press conference and promising to be nice to their investors.

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Free cash flow refers to


A) a firm's cash reserve in excess of tax obligation.
B) a firm's funds in excess of what's needed for undertaking all profitable projects.
C) a firm's cash reserve in excess of interest and tax payments.
D) a firm's income tax refund that is due to interest payments on borrowing.

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In theory,


A) managers are hired by the shareholders at the annual stockholders meeting.If the managers turn in a bad year, new ones get hired.
B) shareholders hire the managers to oversee the board of directors.
C) managers are hired by the board of directors; the board is accountable to the shareholders.
D) none of the above

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Unless investors can derive significant private benefits of control,


A) they will pay small premiums for voting shares over nonvoting shares.
B) they will pay moderate premiums for voting shares over nonvoting shares.
C) they will pay substantial premiums for voting shares over nonvoting shares.
D) they will not pay substantial premiums for voting shares over nonvoting shares.

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Concentrated ownership of a public company


A) can be an effective way to alleviate the agency problem between shareholders and managers.
B) is the norm in Great Britain.
C) tends to be an ineffective way to alleviate conflicts of interest between groups of shareholders.
D) none of the above

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In the reality of corporate governance at the turn of this century,


A) boards of directors are often dominated by management-friendly insiders.
B) a typical board of directors often has relatively few outside directors who can independently and objectively monitor the management.
C) managers of one firm often sit on the boards of other firms, whose managers are on the board of the first firm.Due to the interlocking nature of these boards, there can exist a culture of "I'll overlook your problems if you overlook mine."
D) all of the above have been true to a greater or lesser extent in the recent past.

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Private benefits of corporate control will tend to be higher in


A) French civil law countries than in English common law countries.
B) English common law countries than in French civil law countries.
C) French civil law countries than in Scandinavian civil law countries.
D) English common law countries than in German civil law countries.

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The agency problem tends


A) to be more serious in firms with free cash flows.
B) to be more serious in firms with excessive amounts of excess cash.
C) to be less serious in firms with few numbers of shareholders.
D) all of the above

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Countries with strong shareholder protection tend to have more valuable stock markets and more companies listed on stock exchanges per capita than countries with weak protection.

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