Adam Craw, CFA, is chief executive officer (CEO) of Crawfood, a European private equity firm specializing in food retailers. The retail food industry has been consolidating during the past two years as private equity funds have closed numerous deals and taken many companies private.
Crawfood recently hired Lillian Voser, a CFA Level II candidate, as a controller. On Voser’s first day of work, the head of personnel informs her that by signing the employment contract, Voser agrees to comply with the company’s code of ethics and compliance manual. She hands Voser copies of the code and compliance manual without further comment. Voser spends the next hour reading both documents. An excerpt from the compliance manual appears in Exhibit 1.
Exhibit 1
Crawfood Company Compliance Manual Excerpts
- Employees must not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with their employer’s interest unless they obtain written consent from all parties involved.
- Officers have responsibility for ensuring that their direct reports—that is, employees whom they directly supervise—adhere to applicable laws, rules, and regulations.
- Employees in possession of material nonpublic information should make reasonable efforts to achieve public dissemination of the information if such actions would not breach a duty.
- Employees shall not trade or cause others to trade in securities of food retailers that may be potential takeover targets of their employer.
When she enters her new office that afternoon, Voser finds a large gift basket sent by her sister. The card reads “Congratulations on your new position.” The basket is filled with expensive high-quality food items from Greenhornfood—a local small, publicly-traded food retailer, which produces many delicatessen products under its own brand name.
During the next two weeks, Voser meets with all of Crawfood’s upper management, including the CEO. In his office, Craw praises Voser’s efforts to complete the CFA program. “The program is demanding, but it is worthwhile.” Craw then explains his investment strategy for choosing Crawfood’s acquisition targets. He points to a large map on the wall with multi-colored pins marking Crawfood’s previous takeovers. The map shows acquisitions in all the major cities of Germany with one exception—the home of Crawfood headquarters. Craw remarks, “We are currently in talks for another purchase. Confidentiality prohibits me from discussing it any further, but you will hear more about it soon.”
Introduced to Greenhornfood by her sister, Voser quickly becomes a loyal customer. She considers it the best food retailer in the vicinity and she frequently purchases its products.
The following week, the local newspaper features an article about Greenhornfood and its young founders. The article describes the company’s loyal and growing customer base as well as its poor quarterly financial results. Voser notes that the stock has steadily declined during the past twelve months. She concludes that the company has an inexperienced management team, but its popular product line and loyal customer base make the company a potential acquisition target. Voser calls her sister and recommends that she purchase Greenhornfood shares because “it would be an attractive acquisition for a larger company.” Based on Voser’s recommendation, her sister buys €3,000 worth of shares.
During the following two weeks the stock price of Greenhornfood continues to decline. Voser’s sister is uncertain of what she should do with her position. She seeks Voser’s advice. Voser recommends that her sister wait another few days before making her decision and promises to analyze the situation in the meantime.
While walking by Craw’s office the following day, Voser sees a document with Greenhornfood’s distinctive logo and overhears the company’s name through an open office door. That evening, Voser tells her sister, “with the price decline, the stock is even more attractive.” She recommends that her sister increase her position. Based on her recommendation her sister buys an additional €3,000 worth of Greenhornfood shares.
One month later, Crawfood publicly announces the acquisition of Greenhornfood Company at a 20% premium to the previous day’s closing price. Following the announcement, Voser’s sister boasts about Voser’s excellent recommendation and timing to her broker.
Regulatory authorities initiate an investigation into suspicious trading in Greenhornfood shares and options preceding the formal announcement of the acquisition. Craw receives a letter from regulatory authorities stating that he is the subject of a formal investigation into his professional conduct surrounding the acquisition. He learns from the compliance officer that Voser is also under investigation. The compliance officer provides no details and out of respect for Voser’s privacy, Craw makes no inquiries.
The situation remains unchanged and the matter is still pending with regulatory authorities several months later when Craw receives his annual Professional Conduct Statement (PCS) from CFA Institute. He reviews the text asking “In the last two years, have you been . . . the subject of . . . any investigation . . . in which your professional conduct, in either a direct or supervisory capacity, was at issue?”
When recommending the purchase of additional Greenhornfood company shares, Voser least likely violates the Standard relating to:
- loyalty to employer.
- integrity of capital markets.
- diligence and reasonable basis.
In this question there s no evidence that Voser has done her research before recommending to buy additional shares..she just overhear the co. name and based in that she recommended.
then option c is incorrect but in book they have given answer “c” . please correct me if I am wrong.
Intially jab recommend kiya tha tab non public material information and public information based research kiya tha and then recommend kiya tha so that was in line with diligence and reasonable basis but yaha pe as such kuch evidence nahi hai about her through analysis
It doesn’t say that Voser recommended her sister based on overhearing the the company’s name or any news about the company. Voser’s initial analysis still holds. She got the Company’s logo and once heard the company’s name from the front doors. She used that and her original analysis to recommend the additional purchase. So, dilligence and reasonable basis hasn’t been violated.