Midterm 2 Flashcards
(100 cards)
What are 3 reasons for high CEO pay?
- High levels of market demand for qualified CEOs
- Performance Incentives
- High Risk and Responsibility
What are 3 reasons against high CEO pay?
- Lack of correlation with performance
- CEOs don’t make that much of a difference
- Lack of market demand and competition
What are the 5 aspects of a CEO?
- Responsible for operations of a company
- Praised when company succeeds
- Criticised when company fails
- Implementation of strategies
- Ensuring the company runs efficiently (obsessed with cutting costs)
How do you become a CEO?
Must be selected and appointed by the Board of Directors - either internally or externally.
What is the organizational structure of a generic business?
Shareholders > Board of Directors > CEO/Executive Team > Employees
What do the Board of Directors do?
- Evaluates company performance
- Approve or reject mergers and acquisitions
- Appointment and removal of officers
What is an acquisition?
A buyout of one company and incorporation into existing structure
What is a merger?
A partnership between two companies (e.g., Exonn and Mobil merging into ExonnMobil)
What are shares?
Units of equity ownership in a company
Who are the shareholders?
Anyone who owns shares or stocks in a company.
What rights do shareholders have?
They can vote on important corporate decisions and receive dividends.
What is a fiduciary duty?
The care given by an organization that makes financial choices on behalf of another party.
What are the 2 duties of fiduciary duty?
- Duty of Care
- Duty of Loyalty
What is the Duty of Care?
Acting with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances
What is the Duty of Loyalty?
Acting in the best interest of the company and its shareholders, subordinating personal interests to those of the company
Where did fiduciary duty come from?
It’s derived from trust law and is centered around the “sole interest rule”
What is the “Sole Interest Rule”?
It requires fiduciaries to act solely and exclusively in the interest of the persons whom their fiduciary duties are owed
What is shareholder activism?
Efforts of shareholders to influence a company’s policies, practices, or decisions.
What are the 3 ways to do shareholder activism?
- Shareholder Resolutions
- Proxy Contests
- Litigation
What are Shareholder Resolutions?
The submission of a proposal for consideration by all shareholders at the annual general meeting. It may push for strategic changes such as mergers, acquisitions, or divestitures.
What are Proxy Contests?
When an activist tries to gain control over a company’s board of directors to make changes to a company. This is done by persuading other shareholders to vote for their chosen candidate or proposal instead of the company’s management’s choice.
What is Litigation?
When an activist resorts to legal action to challenge specific corporate decisions, governance practices, or perceived breaches of fiduciary duty by the company’s leadership.
Does fiduciary duty shift between non-profit, private, and public companies? How?
Yes
Non-profit: Prioritize their mission over profits, can reject lucrative offers.
Private: Can reject lucrative offers based on long-term plan
Public: Must focus on maximizing profits, no flexibility on lucrative offers.
What is a hawk-dove game?
Game theory in economics