問28
頻出度★★★
株式公開を説明したものはどれか。
平成24年度 春期 ITパスポート試験 問28
ストラテジ系企業活動 › 経営・組織論
This question's explanation and your answers so far.
解説
問 28
Incorrectア
This describes the “separation of ownership and management.” It refers to the structure of a joint-stock company in which the shareholders, as the providers of capital, own the company, while the actual running of the business is entrusted to professional managers who are not shareholders. It is not about circulating shares on the market but about the relationship between a company's owners and those who manage it, so it does not describe a public stock offering. There is a connection in that going public disperses shareholders widely and therefore tends to advance the separation of ownership and management, but the two are different terms.
Incorrectイ
This describes “cross-shareholding (mutual shareholding).” It refers to a practice in which companies that do business with each other buy and hold each other's shares, so as to secure stable shareholders, make themselves harder to take over, or strengthen their business relationship. It is not the act of newly circulating one's own shares on the market; rather it moves in the direction of locking shares up among particular companies so that they circulate less on the market, which is the opposite of a public stock offering.
Incorrectウ
This describes a “share exchange (stock swap).” It is one of the methods of M&A (mergers and acquisitions): instead of preparing cash, the acquiring side hands over its own shares as consideration and exchanges them for the shares of the acquired company, making it a wholly owned subsidiary. It is a method concerning how consideration is paid in an acquisition, not the circulation of an unlisted company's own shares on the securities market, so it is wrong as a description of a public stock offering.
- エ
正解 The correct answer is エ. A public stock offering (going public / listing, IPO = Initial Public Offering) means that a company whose shares were not previously listed on a stock exchange makes its own shares freely tradable on the securities market, so that ordinary investors can acquire them. Choice エ, “Circulating one's own previously unlisted shares on the securities market,” states exactly this definition. Once a company goes public, it can raise funds widely from a large number of investors through the securities market, and its name recognition and social credibility also rise. On the other hand, it takes on the duty of information disclosure through documents such as securities reports, and it bears the risk of takeover because its shares pass into the hands of an unspecified large number of people. It helps to remember that the word “public” here does not mean disclosing management information itself, but opening the shares up to the market (letting them circulate); keeping this in mind makes it easier to tell the choices apart.
ここがポイント
- A public stock offering (listing, IPO) = an unlisted company making its own shares tradable on the securities market. It can raise funds widely from the market and gains name recognition and credibility, while taking on the duty of information disclosure and the risk of being taken over.
- Learn the confusable share-related terms as a set. Separation of ownership and management (entrusting management to professional managers who are not shareholders) / cross-shareholding (companies holding each other's shares to secure stable shareholders) / share exchange (an M&A method that swaps the acquirer's own shares for the acquired company's shares) are all concepts distinct from a public stock offering.
用語