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正确答案：

(c) (i) For the secrecy option
Important developments at SHC
This is an exciting time for the management and shareholders of Swan Hill Company. The research and development
staff at SHC have made a groundbreaking discovery (called the ‘sink method’) that will enable your company to produce
its major product at lower cost, in higher volumes and at a much higher quality than our competitors will be able to
using, as they do, the existing production technology. The sink process also produces at a lower rate of environmental
emissions which, as I’m sure shareholders will agree, is a very welcome development.
When considering the options following the discovery, your board decided that we should press ahead with the
investment needed to transform. the production facilities without offering the use of the technology to competitors under
a licensing arrangement. This means that once the new sink production comes on stream, SHC shareholders can, your
board believes, look forward to a significant strengthening of our competitive position.
The business case for this option is overwhelming. By pushing ahead with the investment needed to implement the sink
method, the possibility exists to gain a substantial competitive advantage over all of SHC’s competitors. It will place SHC
in a near monopolist position in the short term and in a dominant position long term. This will, in turn, give the company
pricing power in the industry and the likelihood of superior profits for many years to come. We would expect SHC to
experience substantial ‘overnight’ growth and the returns from this will reward shareholders’ loyalty and significantly
increase the value of the company. Existing shareholders can reasonably expect a significant increase in the value of
their holdings over the very short term and also over the longer term.
Ethical implications of the secrecy option
In addition to the overwhelming business case, however, there is a strong ethical case for the secrecy option. SHC
recognises that it is the moral purpose of SHC to make profits in order to reward those who have risked their own money
to support it over many years. Whilst some companies pursue costly programmes intended to serve multiple stakeholder
interests, SHC recognises that it is required to comply with the demands of its legal owners, its shareholders, and not
to dilute those demands with other concerns that will reduce shareholder returns. This is an important part of the agency
relationship: the SHC board will always serve the best economic interests of its shareholders: its legal owners. The SHC
board believes that any action taken that renders shareholder returns suboptimal is a threat to shareholder value and an
abuse of the agency position. Your board will always seek to maximise shareholder wealth; hence our decision to pursue
the secrecy option in this case. The secrecy option offers the possibility of optimal shareholder value and because
shareholders invest in SHC to maximise returns, that is the only ethical action for the board to pursue. Happily, this
option will also protect the employees’ welfare in SHC’s hometown of Swan Hill and demonstrate its commitment to the
locality. This, in turn, will help to manage two of the key value-adding resources in the company, its employees and its
reputation. This will help in local recruitment and staff retention in future years.
(ii) For the licensing option
Important developments at SHC
Your board was recently faced with a very difficult business and ethical decision. After the discovery by SHC scientists
of the groundbreaking sink production method, we had a choice of keeping the new production technology secret or
sharing the breakthrough under a licensing arrangement with our competitors. After a lengthy discussion, your board
decided that we should pursue the licensing option and I would like to explain our reasons for this on both business and
ethical grounds.
In terms of the business case for licensing, I would like shareholders to understand that although the secrecy option may
have offered SHC the possibility of an unassailable competitive advantage, in reality, it would have incurred a number
of risks. Because of the speed with which we would have needed to have acted, it would have necessitated a large
increase in our borrowing, bringing about a substantial change in our financial structure. This would, in turn, increase
liquidity pressures and make us more vulnerable to rising interest rates. A second risk with the secrecy option would
involve the security of the sink technology ‘secret’. If the sink process was leaked or discovered by competitors and
subsequently copied, our lack of a legally binding patent would mean we would have no legal way to stop them
proceeding with their own version of the sink process.
As well as avoiding the risks, however, the licensing option offers a number of specific business advantages. The royalties
from the licences granted to competitors are expected to be very large indeed. These will be used over the coming years
to extend our existing competitive advantage in the future. Finally, the ‘improvement sharing’ clause in the licensing
contract will ensure that the sink process will be improved and perfected with several manufacturers using the
technology at the same time. SHC’s sink production may, in consequence, improve at a faster rate than would have
been the case were we to have pursued the secrecy option.
Ethical implications of the licensing option
In addition to the business case, there is also a powerful ethical case for the decision we have taken. As a good,
responsible corporate citizen, Swan Hill Company acknowledges its many stakeholders and recognises the impacts that
a business decision has on others. Your board recognises that in addition to external stakeholders having influence over
our operations, our decisions can also affect others. In this case, we have carefully considered the likelihood that keeping
the new technology a secret from our competitors would radically reshape the industry. The superior environmental
performance of the sink process over existing methods will also mean that when fully adopted, the environmental
emissions of the entire industry will be reduced. SHC is very proud of this contribution to this reduction in overall
environmental impact.
There seems little doubt that the secrecy option would have had far-reaching and unfortunate effects upon our industry
and our competitors. The licensing option will allow competitors, and their employees and shareholders, to survive. It
is a compassionate act on our part and shows mercy to the other competitors in the industry. It recognises the number
of impacts that a business decision has and would be the fairest (and most just) option given the number of people
affected.

正确答案：
(b) Three potential problems that TMC might encounter in the proposed acquisition of CBC are as follows:
(i) TMC is forecast to have a 22% share of the market for disposable nappies at the end of 2008. If TMC was to acquire
CBC at that time it would then have a market share of ($681m + $155m)/$3,095m = 27%. Much will depend on
prevailing legislation. For example, in the UK it might be the case that the Director General of Fair Trading may ask the
Competition Commission (CC) to investigate if any organisation controls 25% or more of the market. The Secretary of
State may do likewise in circumstances where the proposed takeover would lead to the creation of a firm that would
control 25% or more of the market. (Similar examples from other countries would be equally acceptable.)
(ii) The directors of TMC need to be aware of the precise nature of the cultural problems that CBC has experienced during
recent years as this could be very damaging to its business if the acquisition of CBC goes ahead. In an extreme case
the organisational cultures of TMC and CBC might be incompatible. The directors of TMC need to make a very careful
assessment as to whether it would be possible to transform. a negative culture into a positive one. If they consider that
this would prove to be very difficult then they might be best advised not to proceed with the acquisition.
(iii) The directors of TMC have no experience of managing such acquisitions and this might mean that the integration of CBC
into TMC would prove problematic. It is probable that the systems are different as well as the management styles,
employee skills and business infrastructure.
(Alternative relevant discussion would be acceptable)

正确答案：
(e) In order to enhance profitability management might take the following actions:
(i) Increase the maximum capacity of the circus.
(ii) Undertake a detailed review of operating costs which are budgeted at ￡239,200,000. Such a review might identify nonvalue
added costs which may be eliminated thereby increasing profitability.
(iii) Enter into a strategic arrangement with large hotels and travel agencies to offer travel and accommodation inclusive
arrangements for visitors to Cinola Island. This might help to increase the number of visitors to the zoo thereby increasing
profits.
(iv) Change the price structure and entitlement of tickets so that purchasers might visit Cinola Island on two separate days
in order to attend the zoo and circus. Additional revenues would arise as a consequence of the increased number of
visitors to the zoo, thereby increasing profitability.
(v) Hold prize draws for free tickets to the zoo for families on an ‘all-inclusive basis’, including restaurants, photographs,
souvenirs etc.
N.B. Only four initiatives were required to be discussed.

正确答案：
(c) Assessment of three risks
Disruption and resistance by Stop-the-dam. Stop-the-dam seems very determined to delay and disrupt progress as much as
possible. The impact of its activity can be seen on two levels. It is likely that the tunnelling and other ‘human’ disruption will
cause a short-term delay but the more significant impact is that of exposing the lenders. In terms of probability, the case says
that it ‘would definitely be attempting to resist the Giant Dam Project when it started’ but the probability of exposing the
lenders is a much lower probability event if the syndicate membership is not disclosed.
Impact/hazard: low
Probability/likelihood: high
The risk to progress offered by First Nation can probably be considered to be low impact/hazard but high probability. The case
says that it ‘would be unlikely to disrupt the building of the dam’, meaning low impact/hazard, but that ‘it was highly likely
that they would protest’, meaning a high level of probability that the risk event would occur.
Impact: low
Probability: high
There are financing risks as banks seems to be hesitant when it comes to lending to R&M for the project. Such a risk event,
if realised, would have a high potential for disruption to progress as it may leave R&M with working capital financing
difficulties. The impact would be high because the bank may refuse to grant or extend loans if exposed (subject to existing
contractual terms). It is difficult to estimate the probability. Perhaps there will be a range of attitudes by the lending banks
with some more reticent than others (perhaps making it a ‘medium’ probability event).
Impact: medium to high (depending on the reaction of the bank)
Probability: low to medium (depending on how easy it would be to discover the lender)