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.
When making her initial recommendation to purchase Greenhornfood company shares, Voser most likely violates the Standard relating to:
- loyalty to employer.
- integrity of capital markets.
- diligence and reasonable basis.
In this case,Voser does not know whether Crawfood would make greenhornfoods a target company to acquire and in the company compliance manual it states that one should not trade in companies that may be potential targets of their employer.So he was unaware of the fact that greenhornfoods maybe acquired by his company and the announcement was made after his sister purchased shares.
because Craw earlier stated this “We are currently in talks for another purchase. Confidentiality prohibits me from discussing it any further, but you will hear more about it soon.”
And then Voser also saw the logo of the greenhornfoods while passing by and this is a violation of point no.4 in exhibit 1 and accordingly violates the standard related to loyalty towards employer.
Voser most likely violated the Standard relating to loyalty to employer, Standard IV(A). While Voser used public information to develop the recommendation to purchase Greenhornfood shares, the company compliance guide states that she should not trade or cause others to trade in securities of companies that may be potential takeover targets. Voser’s recommendation caused her sister to trade in Greenhornfood, violating the company’s compliance policies, and possibly harming her employer in its attempt to acquire Greenhornfood.
By advising others to invest in a food retailer that she considered an attractive acquisition target, Voser deprived her employer of the advantage of her skills and abilities and may have caused harm to her employer. Voser could have recommended Greenhornfood to Craw rather than her sister as an acquisition target. Although the sister’s trade in Greenhornfood was small, a large trade might have moved the stock price and caused harm to Crawfood in terms of additional cost.