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Describe the market for corporate control and its implications for organizations.

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The market for corporate control is comp...

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An agency relationship exists when one or more persons (the principal or principals) hire another person or persons (the agent or agents) as decision-making specialists to perform a service.

A) True
B) False

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Research evidence suggests that ownership concentration is` associated with lower levels of firm diversification which conforms to the interests of stockholders.

A) True
B) False

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DDD MetalWorks plans to go public in the next two years. In order to be listed on the New York Stock Exchange, the firm will need to restructure its present board of directors which is made up of a majority outside independent directors to a board of directors that is dominated by insiders and related outsiders.

A) True
B) False

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An advantage of severance packages is that they may encourage top level managers to accept takeover bids that are attractive to shareholders.

A) True
B) False

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Historically, ____ have been at the center of German corporate governance structure.


A) banks
B) institutional shareholders
C) public pension funds
D) government agencies

E) All of the above
F) A) and D)

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The separation between firm ownership and management creates a(n) ____ relationship.


A) governance
B) control
C) agency
D) dependent

E) A) and B)
F) A) and C)

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The market for corporate control may not be as efficient as previously thought as recent findings suggest that those firms targeted for takeover by active corporate raiders are


A) usually on the verge of bankruptcy.
B) typically under-performing their industry.
C) often performing above their industry averages.
D) always outperforming their industry.

E) B) and D)
F) B) and C)

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The ownership of major blocks of stock by institutional investors have resulted in all of the following EXCEPT


A) making CEOs more accountable for their performance
B) challenges to the decisions of boards
C) focusing attention on ineffective boards of directors
D) a direct effect on firm performance

E) B) and D)
F) A) and B)

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According to the Chapter 10 Strategic Focus, well-known compensation consultant Graf Crystal reported that there is a relationship between shareholder returns and CEO compensation; companies are paying CEOs for the performance they deliver.

A) True
B) False

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In general, when governance mechanisms are strong, managers have free rein in their decisions.

A) True
B) False

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One means that is considered to improve the effectiveness of outside directors is


A) mandating that all outside directors be drawn from government or academia rather than industry.
B) requiring that outside directors be former executives of the firm.
C) requiring outside directors to own significant equity stakes in the firm.
D) requiring that outside directors be truly objective by having no ownership interest in the firm.

E) None of the above
F) B) and C)

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Which of the following is a FALSE statement about corporate governance?


A) Governance is used to establish order between parties whose interests may be in conflict.
B) Corporate governance mechanisms sometimes fail to monitor and control top managers' decisions.
C) Corporate governance mechanisms can be in conflict with one another.
D) Corporate governance is best achieved with a board of directors with strong ties to management.

E) B) and C)
F) A) and C)

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Generally, a board member who is a source of information about a firm's day-to-day activities is classified as a(an) ____ director.


A) lead independent
B) inside
C) related
D) encumbered

E) B) and D)
F) A) and B)

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Executive compensation is a governance mechanism that seeks to align the interests of managers and owners through salaries, bonuses, and long-term incentive compensation such as stock awards and options.

A) True
B) False

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Boards with many members from the firm's top management team tend to have weak monitoring and control systems for managerial decisions.

A) True
B) False

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In the Chapter 10 Strategic Focus, all of the following are issues in executive compensation EXCEPT:


A) Many CEOs are rewarded for short-term rather than long-term performance.
B) CEO pay is frequently not tied to performance.
C) The Dodd-Frank Act stipulates that stockholders have no say in the compensation packages of top executives.
D) When using stock options as part of executive compensation, it is recommended that those options cannot be exercised for five years to avoid opportunistic behavior by executives.

E) B) and C)
F) A) and D)

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The separation of the positions of CEO and chairperson of the board of directors reduces the power of the CEO over firm governance practices.

A) True
B) False

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In 2009, estimates were that institutional owners owned roughly 10% of all U.S. equity and 20% of the equity among the 1000 largest U.S. companies.

A) True
B) False

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Research suggests that the activism of institutional investors such as TIAA-CREF and CalPERS


A) increases shareholder value significantly.
B) may not have a direct effect on firm performance.
C) is so aggressive that boards of directors have become overly cautious.
D) has weakened the effect of other governance mechanisms.

E) B) and C)
F) B) and D)

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