問4
頻出度★★★
出資元と投資先企業との関係に関して，次の記述中のa，bに入れる字句の適切な組合せはどれか。 A 社が，投資先である B 社に対して [ a ] を高めるための行為として [ b ] がある。
平成26年度 秋期 ITパスポート試験 問4
ストラテジ系経営戦略マネジメント › 経営戦略手法
This question's explanation and your answers so far.
解説
問 4
Incorrectア
The term for a, “managerial control”, is itself appropriate, but b, “selling off part of the shares”, means letting go of shares already held, which reduces the shareholding ratio and the voting rights. Far from being a means of strengthening a, it is an action that weakens control, the exact opposite of the wording “an action to strengthen”, so this choice is wrong.
- イ
正解 Blank b must be an action that strengthens blank a, so you pick the combination in which a and b hold a valid cause-and-effect relationship. When Company A acquires additional shares (b), the ratio of Company B shares it holds rises, and its voting rights at the shareholders meeting increase. A higher voting-rights ratio strengthens its influence over the appointment and dismissal of directors and over resolutions on important matters, so its managerial control (a) over Company B is strengthened. Holding more than 50% of the voting rights makes effective control possible, and this relationship is called a parent-subsidiary relationship. When the voting rights are roughly 20% or more but 50% or less, control is not reached; the relationship is regarded as one that can exert significant influence, and such a company is called an affiliated company, distinguished from a subsidiary. Therefore イ, with a = managerial control and b = acquiring additional shares, is the correct answer.
Incorrectウ
The term for a, “shareholding ratio”, is itself appropriate, but b, “dispatching an auditor”, means sending in a person who audits how the directors carry out their duties, and it involves no buying or selling of shares. The shareholding ratio in a (the proportion of shares held) therefore does not change at all, so b is not a means of raising a and this choice is wrong. In addition, an auditor is in a position that handles operational and accounting audits, and holds no authority to control management itself.
Incorrectエ
The term for a, “shareholding ratio”, is itself appropriate, but b, “dispatching a director”, is a means of deepening involvement in management, not a way of acquiring additional shares, so the shareholding ratio in a does not change. Here too b is not a means of raising a, so this choice is wrong. Moreover, appointing a director requires a resolution of Company B shareholders meeting, so it is an action that becomes possible only after a high shareholding ratio is already held; the cause and the effect are reversed as well.
ここがポイント
- The relationship between the shareholding ratio and managerial control: raising the voting-rights ratio by acquiring additional shares is the basic way to strengthen control over a company you have invested in. More than 50% of the voting rights makes the company a subsidiary (control), while roughly 20% or more but 50% or less makes it an affiliated company (significant influence); the two are distinguished.
- Understand the distinction that dispatching officers (directors or auditors) is a means of getting involved in management, not an action that changes the shareholding ratio itself. In combination fill-in-the-blank questions, it works well to narrow the four choices down mechanically along the single axis of whether b really is a means of strengthening a.
用語