十天复习CFA一级之公司发行人
- 2026-11-06 18:39:32
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Topic 1 · Organizational Forms, Corporate Issuer Features, and Ownership
LOS 1.1 · compare the organizational forms of businesses
• Key comparison dimensions: liability of owners (unlimited for sole proprietorships/general partners vs limited for corporate shareholders), taxation (pass-through vs double), ability to raise capital (lowest for sole proprietorship, highest for corporation), continuity (perishable vs perpetual), and separation of ownership and management (absent in proprietorship, pronounced in public corporations).
⚠️ 避坑提醒 Corporation最大优势：Limited liability（有限责任）+可上市融资（发股发债）；最大劣势：双重征税（公司交一次所得税、分红股东再交一次）。个体户和合伙是pass-through（穿透）单一税负。题目把“股东无限责任”或“公司连续经营受所有者影响”当公司特征，全错。 |
📝 习题演练 Which statement most accurately contrasts the organizational forms of businesses? A. A sole proprietor enjoys limited liability, while corporate shareholders bear unlimited liability for the firm's debts B. A corporation is a separate legal entity with limited liability, perpetual life, and free transferability of shares, while a sole proprietorship is a single owner with unlimited liability and pass-through taxation C. General partners in a partnership have limited liability, while limited partners manage the business and bear unlimited liability ✅ 答案：B 📖 解析：A corporation is a separate legal entity whose shareholders enjoy limited liability, perpetual succession, and freely transferable shares; a sole proprietorship has one owner bearing unlimited personal liability with income taxed on the owner's personal return. Option A reverses the liability of the two forms; option C reverses the roles—general partners manage and bear unlimited liability, while limited partners contribute capital and have limited liability. |
LOS 1.2 · describe key features of corporate issuers
⚠️ 避坑提醒 上市后要承担披露和监管义务（disclosure and regulatory obligations）。题目问“上市公司不承担什么”→选“无披露义务”这类。所有权经营权分离正是principal-agent（委托代理）的根源——股东出钱、经理干活，利益未必一致。 |
📝 习题演练 Which combination best describes key features of a corporate issuer? A. Unlimited liability for shareholders, ownership and management always combined, and no ability to issue securities B. Separate legal personality, limited shareholder liability, perpetual existence, separation of ownership and management, and the ability to raise capital by issuing equity and debt C. Perpetual existence but unlimited liability, with no disclosure obligations when listed ✅ 答案：B 📖 解析：Corporate issuers are separate legal entities with limited liability for shareholders, perpetual life, separation of ownership from management, and flexible financing through equity and debt issuance. Option A describes a proprietorship (no limited liability, no separation, limited financing); option C contradicts the limited liability of shareholders and the disclosure obligations of listed issuers. |
LOS 1.3 · compare publicly and privately owned corporate issuers
⚠️ 避坑提醒 题目“创始人要集中控制、不想披露、要长期视角、只要私募融资”→选Private ownership，trade-off是融资渠道窄、流动性低、估值不透明。别选“上市后监管更少”或“上市后无限责任”（上市公司股东是有限责任）。 |
📝 习题演练 A founder wants to retain concentrated control, avoid public disclosure, and take a long-term view, but needs only private sources of funding. Which ownership form best matches these objectives, and what is the main trade-off? A. Public listing; the trade-off is less regulatory oversight B. Private ownership; the trade-off is limited access to capital, lower liquidity, and less transparent valuation C. Public listing; the trade-off is unlimited personal liability ✅ 答案：B 📖 解析：Private ownership offers concentrated control, minimal disclosure, and longer horizons, but restricts funding to private sources, reduces liquidity, and makes valuation less transparent. Public listing would bring disclosure, dispersed ownership, and short-term pressure—the opposite of the founder's objectives—and does not create unlimited personal liability (shareholders of a corporation have limited liability). |
Topic 2 · Investors and Other Stakeholders
LOS 2.1 · compare the financial claims and motivations of lenders and shareholders
⚠️ 避坑提醒 别把两种请求权搞反：债权人优先受偿但收益封顶；股东剩余索取、下行有限（最多亏投资）上行无限。题目说“债权人上行无限”或“股东与债权人清算同权”都错。股东为什么敢担风险？为了成长和资本增值的上行空间。 |
📝 习题演练 Which contrast between lenders and shareholders is most accurate? A. Lenders hold a residual claim with unlimited upside, while shareholders hold a contractual claim for fixed interest B. Lenders hold a contractual claim with priority in liquidation and capped returns, while shareholders hold a residual claim with unlimited upside and downside limited to their investment C. Both lenders and shareholders have equal priority in liquidation and identical motivations ✅ 答案：B 📖 解析：lenders rank ahead of shareholders in liquidation and their motivations differ. |
LOS 2.2 · describe a company's stakeholder groups and compare their interests
21.1 Stakeholder theory
• Stakeholder theory focuses on the interest of all stakeholder groups, and try to minimize and manage the conflicting interests between stakeholders (both internal and external)
21.1 影响利益相关者关系的因素
• Market factors: Shareholder engagement; Shareholder activism; Competition and takeovers
• Non-market factors: Legal environment; The media; The corporate governance industry
21.2 Principal-agent relationship
• Shareholder vs. Management; Shareholder vs. Board of directors; Shareholder vs. Creditor; Controlling shareholder vs. Minority shareholder; Board of directors vs. Management; Customers vs. Shareholders; Customers vs. Suppliers; Shareholders vs. Governments & Regulators
⚠️ 避坑提醒 最常见的利益冲突是股东-债权人冲突：股东让管理层冒险扩张，赚了股东独享、亏了债权人担更大违约风险。题目给“激进扩张能富股东但提高债券违约概率”→Shareholders vs creditors，不是客户vs供应商也不是股东vs政府。 |
📝 习题演练 A company's management proposes a risky expansion that could enrich shareholders but increase the probability of default on the company's bonds. This situation best illustrates which pair of conflicting stakeholder interests? A. Customers vs. suppliers B. Shareholders vs. creditors (shareholder-creditor conflict) C. Shareholders vs. governments and regulators ✅ 答案：B 📖 解析：Per the 2024 handout's list of principal-agent relationships, the shareholder-creditor conflict arises because shareholders (via management) may take more risk than creditors prefer—shareholders capture the upside while creditors bear increased default risk. Customers vs. suppliers involves pricing/terms conflicts; shareholders vs. governments/regulators involves taxation and compliance. |
