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Chartered Financial Analyst (CFA) Corporate Issuers Syllabus

The Corporate Issuers syllabus for Chartered Financial Analyst (CFA) in full: 4 chapters, 12 topics and 30 sub-topics, every one listed below, plus 52 Corporate Issuers flashcards with answers.

4Chapters
12Topics
30Sub-topics
52Flashcards

Corporate Issuers syllabus: all 4 chapters

Expand any chapter to see its topics and sub-topics.

  1. Corporate Structures and Governance

    3 topics
    • Organizational Forms and Corporate Features
      • Sole proprietorships, partnerships, and corporations
      • Separation of ownership and control
    • Corporate Governance and Stakeholder Management
      • Stakeholder groups and principal-agent conflicts
      • Board structure and governance mechanisms
      • Risks and benefits of governance practices
    • ESG Considerations
      • Environmental, social, and governance factors in analysis
      • ESG integration methods
  2. Capital Investments and Working Capital

    3 topics
    • Capital Investments and the Investment Decision
      • Types of capital projects
      • NPV, IRR, and the investment decision criteria
      • Real options in capital budgeting
    • Working Capital and Liquidity Management
      • Cash conversion cycle
      • Sources of short-term financing
      • Managing receivables, payables, and inventory
    • Business Models and Risks
      • Features of business models and revenue drivers
      • Operating and financial leverage
  3. Capital Structure and Cost of Capital

    3 topics
    • Cost of Capital Foundations
      • Weighted average cost of capital (WACC)
      • Cost of debt, preferred, and equity
      • Country risk premium and beta estimation
    • Capital Structure Theory
      • Modigliani-Miller propositions with and without taxes
      • Static trade-off theory and costs of financial distress
      • Pecking order theory and signaling
    • Measures of Leverage
      • Degree of operating leverage
      • Degree of financial and total leverage
  4. Corporate Actions and Restructuring (Levels II/III)

    3 topics
    • Dividends and Share Repurchases
      • Dividend policy theories and clientele effects
      • Share repurchase methods and impact on EPS
    • Mergers, Acquisitions, and Corporate Restructuring
      • Motivations and types of mergers
      • Valuation and bid evaluation
      • Divestitures, spin-offs, and takeover defenses
    • Corporate Restructuring Analysis
      • Evaluating restructuring actions
      • Impact on cost of capital and valuation

Chartered Financial Analyst (CFA) Corporate Issuers flashcards — 52 questions with answers

  1. What are the three key features that distinguish business organizational forms?

    Legal identity, owner-manager relationship, and owner liability. (Many texts add: access to financing, taxation, and the degree of business continuity/transferability.)

  2. Define a sole proprietorship and state its owner's liability.

    A business owned and run by one person who is not legally distinct from the business. The owner has unlimited personal liability for all business obligations and reports profits on their personal tax return (pass-through taxation).

  3. In a general partnership, how is liability and management shared among partners?

    All partners have unlimited joint (and often several) liability for partnership obligations, and each partner can participate in management. Profits pass through to partners' personal tax returns.

  4. How does a limited partnership differ from a general partnership?

    A limited partnership has at least one general partner with unlimited liability who manages the firm, plus limited partners whose liability is capped at their invested capital and who do not participate in management.

  5. What defines a corporation (limited company) as a distinct organizational form?

    It is a separate legal entity from its owners, granting shareholders limited liability (loss capped at investment), separation of ownership and management, transferable ownership, and indefinite life.

  6. Contrast a private (limited) company with a public (limited) company.

    A private company's shares are not traded on a public exchange and have transfer restrictions with fewer disclosure requirements; a public company's shares trade freely on exchanges with stringent regulatory and disclosure obligations.

  7. What is meant by 'double taxation' of corporate profits?

    Corporate profits are taxed at the company level, and then dividends distributed to shareholders are taxed again at the shareholder level. Pass-through entities (partnerships, S-corps) avoid this.

  8. Define corporate governance.

    The system of internal controls, processes, and procedures by which a company is managed; it balances the interests of stakeholders and provides the framework for attaining the company's objectives.

  9. What is the principal-agent (agency) problem in corporate governance?

    A conflict arising when an agent (manager) acting on behalf of a principal (shareholder) pursues their own interests rather than the principal's, due to differing risk tolerances, information asymmetry, and incentives.

  10. List the primary stakeholder groups in stakeholder management.

    Shareholders, creditors (debtholders), the board of directors, managers/employees, customers, suppliers, and governments/regulators.

  11. What is the fundamental conflict between shareholders and debtholders?

    Shareholders may prefer riskier projects (upside accrues to them, downside is limited by liability), while debtholders prefer lower risk and stability to ensure repayment of principal and interest.

  12. What is the difference between a one-tier and a two-tier board structure?

    A one-tier board has a single board combining executive and non-executive directors; a two-tier board separates a supervisory (non-executive) board from a management (executive) board.

  13. What does ESG stand for, and what does each component capture?

    Environmental, Social, and Governance. Environmental covers climate, resource use, pollution; Social covers labor, human rights, community, product safety; Governance covers board structure, executive pay, shareholder rights, and ethics.

  14. Name three common approaches to integrating ESG into investment analysis.

    Negative (exclusionary) screening, positive/best-in-class screening, ESG integration into fundamental analysis, thematic investing, impact investing, and active ownership/engagement.

  15. What is a 'material' ESG factor?

    An ESG issue that is reasonably likely to significantly affect a company's financial condition, operating performance, or risk profile, and therefore relevant to investment decisions.

  16. What are the four steps in the capital budgeting / investment decision process?

    1) Generate investment ideas, 2) Analyze project proposals (estimate cash flows), 3) Create the firm-wide capital budget, and 4) Monitor decisions and conduct a post-audit.

  17. List the key principles of capital budgeting cash-flow analysis.

    Decisions are based on incremental after-tax cash flows (not accounting income); timing matters (time value); sunk costs are ignored; externalities and opportunity costs are included; and financing costs are excluded (reflected in the discount rate).

  18. What is the NPV decision rule for an independent project?

    Accept the project if $NPV > 0$ and reject if $NPV < 0$. NPV is computed as $$NPV = \sum_{t=0}^{N} \frac{CF_t}{(1+r)^t}$$

  19. What is the IRR decision rule, and what is IRR?

    IRR is the discount rate that makes $NPV = 0$: $$\sum_{t=0}^{N} \frac{CF_t}{(1+IRR)^t} = 0$$ Accept an independent project if $IRR > r$ (the required rate of return).

  20. Why can NPV and IRR rank mutually exclusive projects differently?

    Differences in project scale or in the timing/pattern of cash flows, combined with IRR's reinvestment-rate assumption at the IRR. When conflicts arise, NPV is preferred because it directly measures value added in currency terms.

Show the other 32 Corporate Issuers flashcards
  1. Distinguish between the categories of capital projects.

    Replacement (maintain or reduce cost), expansion (grow existing business), new products/services, regulatory/safety/environmental (mandatory), and 'other' (e.g., pet/research projects).

  2. Define working capital and net working capital.

    Working capital is current assets. Net working capital is current assets minus current liabilities (often excluding cash and short-term debt): $$NWC = \text{Current Assets} - \text{Current Liabilities}$$

  3. What is the difference between primary and secondary sources of liquidity?

    Primary sources are readily available (cash balances, short-term funds, cash-flow management). Secondary sources may require renegotiating terms or asset sales at a discount (liquidating assets, debt restructuring, bankruptcy)—their use often signals deteriorating liquidity.

  4. State the current ratio and the quick ratio formulas.

    $$\text{Current Ratio} = \frac{\text{Current Assets}}{\text{Current Liabilities}}$$ $$\text{Quick Ratio} = \frac{\text{Cash} + \text{Short-term Marketable Securities} + \text{Receivables}}{\text{Current Liabilities}}$$

  5. Give the formulas for the operating cycle and the cash conversion cycle.

    $$\text{Operating Cycle} = DOH + DSO$$ $$\text{Cash Conversion Cycle} = DOH + DSO - \text{Number of Days of Payables}$$ where DOH = days of inventory on hand and DSO = days sales outstanding.

  6. What is the money market yield and bond-equivalent yield relationship for short-term instruments?

    The bond-equivalent yield (BEY) annualizes a holding-period yield using a 365-day year: $$BEY = HPY \times \frac{365}{t}$$ where $t$ is days to maturity, allowing comparison of instruments quoted on different bases.

  7. What is a company's business model, in CFA terms?

    A description of how a firm creates value: who its customers are, what it sells, how it prices and delivers (channels), its key assets/suppliers, and how it generates revenue and profit.

  8. Distinguish business risk from financial risk.

    Business risk is the uncertainty of operating income arising from sales (sales risk) and the cost structure (operating risk). Financial risk is the additional risk to equity holders from the use of fixed financing costs (debt).

  9. What is the weighted average cost of capital (WACC) formula?

    $$WACC = w_d r_d (1-t) + w_p r_p + w_e r_e$$ where $w$ are target weights and $r$ are component costs of debt, preferred, and equity; $t$ is the marginal tax rate applied to debt.

  10. Why is the after-tax cost of debt used in WACC?

    Because interest expense is tax-deductible, the effective cost to the firm is reduced by the tax shield: $$r_d (1-t)$$ Dividends on preferred and common are not tax-deductible, so no such adjustment applies.

  11. How is the cost of equity estimated using the CAPM?

    $$r_e = R_f + \beta [E(R_m) - R_f]$$ where $R_f$ is the risk-free rate, $\beta$ is the stock's systematic risk, and $[E(R_m) - R_f]$ is the equity risk premium.

  12. State the dividend discount (Gordon growth) model for the cost of equity.

    $$r_e = \frac{D_1}{P_0} + g$$ where $D_1$ is next year's dividend, $P_0$ the current price, and $g$ the constant dividend growth rate. Sustainable $g = \text{retention ratio} \times ROE$.

  13. What are marginal costs and target weights in WACC, and why are they used?

    WACC should use the marginal cost of each new source of capital and target (optimal, often market-value-based) capital structure weights, because the WACC is used to evaluate new investments financed at the margin—not historical book values.

  14. What is a beta, and how do you unlever and relever it (Hamada)?

    Beta measures systematic risk. Unlevered (asset) beta: $$\beta_U = \frac{\beta_L}{1 + (1-t)\frac{D}{E}}$$ Relevered: $$\beta_L = \beta_U \left[1 + (1-t)\frac{D}{E}\right]$$ Used to estimate beta for a project or private firm using comparable companies (pure-play method).

  15. What is the country risk premium (CRP) and how is it added to the cost of equity?

    A premium added to the equity risk premium to reflect added risk of investing in a developing market: $$r_e = R_f + \beta[\,ERP_{mature} + CRP\,]$$ CRP is often estimated as the sovereign yield spread scaled by relative equity/bond volatility.

  16. State the Modigliani-Miller Proposition I without taxes.

    In a perfect market with no taxes, capital structure is irrelevant: firm value is unaffected by the debt-equity mix. $$V_L = V_U$$

  17. State MM Proposition II without taxes and its implication.

    $$r_e = r_0 + (r_0 - r_d)\frac{D}{E}$$ The cost of equity rises linearly with leverage, exactly offsetting the benefit of cheaper debt, so WACC remains constant.

  18. How does MM Proposition I change with corporate taxes?

    With taxes, the interest tax shield adds value: $$V_L = V_U + t \cdot D$$ implying firm value is maximized at 100% debt (before considering financial distress costs).

  19. What is the static trade-off theory of capital structure?

    The optimal capital structure balances the marginal benefit of the debt tax shield against the marginal cost of financial distress (bankruptcy) and agency costs. Optimal leverage minimizes WACC and maximizes firm value: $$V_L = V_U + tD - PV(\text{costs of financial distress})$$

  20. What is the pecking order theory of financing?

    Due to asymmetric information, managers prefer financing in order: internal funds first, then debt, then external equity last. Issuing equity signals overvaluation, so it is least preferred.

  21. What does the degree of operating leverage (DOL) measure, and its formula?

    Sensitivity of operating income (EBIT) to changes in units sold (operating risk). $$DOL = \frac{\% \Delta EBIT}{\% \Delta Q} = \frac{Q(P - V)}{Q(P - V) - F}$$

  22. What does the degree of financial leverage (DFL) measure, and its formula?

    Sensitivity of net income (or EPS) to changes in operating income, due to fixed financing costs. $$DFL = \frac{\% \Delta EPS}{\% \Delta EBIT} = \frac{EBIT}{EBIT - I}$$

  23. What is the degree of total leverage (DTL) and how does it combine DOL and DFL?

    $$DTL = DOL \times DFL = \frac{\% \Delta EPS}{\% \Delta Q} = \frac{Q(P-V)}{Q(P-V) - F - I}$$ It measures the sensitivity of EPS to a change in units sold.

  24. State the breakeven and operating breakeven quantity formulas.

    Breakeven (net income = 0): $$Q_{BE} = \frac{F + I}{P - V}$$ Operating breakeven (EBIT = 0): $$Q_{OBE} = \frac{F}{P - V}$$ where $P$ = price, $V$ = variable cost per unit, $F$ = fixed operating costs, $I$ = fixed financing costs.

  25. List the four key dates in the dividend chronology.

    Declaration date, ex-dividend date (buy before to receive the dividend), record (holder-of-record) date, and payment date. The ex-date is typically one business day before the record date.

  26. Compare the major dividend policy theories.

    Dividend irrelevance (MM): policy doesn't affect value. Bird-in-hand: investors prefer certain dividends, lowering required return. Tax-aversion: investors prefer capital gains/buybacks if dividends are taxed more heavily. Clientele effects: investors self-select into firms matching their preferences.

  27. Why is a share repurchase economically equivalent to a cash dividend (under certain conditions)?

    With equal pre-tax amounts, no taxes, and informational neutrality, a buyback and a cash dividend deliver the same total shareholder wealth—the buyback raises per-share value (fewer shares) while the dividend pays cash directly.

  28. How does a share repurchase affect EPS, and when is it accretive?

    A buyback reduces shares outstanding. It is accretive (raises EPS) when the after-tax cost of funds used (e.g., the earnings yield on cash or after-tax borrowing rate) is less than the company's earnings yield $\frac{E}{P}$; otherwise it is dilutive.

  29. What are the main merger classifications by form and by relationship?

    By relationship: horizontal (same industry), vertical (supplier-customer chain), and conglomerate (unrelated). By form/payment: statutory, subsidiary, or consolidation mergers, and stock vs. cash acquisitions.

  30. Distinguish a tender offer, a proxy fight, and a leveraged buyout (LBO) as merger mechanisms.

    A tender offer appeals directly to target shareholders to sell shares; a proxy fight seeks shareholder votes to replace management/board; an LBO acquires a company primarily with borrowed funds, often taking it private.

  31. Name common pre-offer and post-offer takeover defenses.

    Pre-offer: poison pills, staggered boards, supermajority and fair-price provisions, golden parachutes, restricted voting rights. Post-offer: 'just say no,' litigation, greenmail, the crown jewel defense, the Pac-Man defense, and finding a white knight or white squire.

  32. What three valuation approaches are used to value a target company in M&A and restructuring?

    Discounted cash flow analysis (e.g., FCFF/FCFE), comparable company analysis (trading multiples plus a takeover premium), and comparable transaction analysis (multiples from prior acquisitions, premium already embedded).

Chartered Financial Analyst (CFA) Corporate Issuers FAQ

What is in the Chartered Financial Analyst (CFA) Corporate Issuers syllabus?

Chartered Financial Analyst (CFA) Corporate Issuers is split into 4 chapters: Corporate Structures and Governance, Capital Investments and Working Capital, Capital Structure and Cost of Capital and Corporate Actions and Restructuring (Levels II/III). Together they contain 12 topics and 30 sub-topics.

How many chapters are in Chartered Financial Analyst (CFA) Corporate Issuers?

4 chapters, containing 12 topics and 30 sub-topics. The largest chapter is Corporate Structures and Governance, with 3 topics.

Are there flashcards for Chartered Financial Analyst (CFA) Corporate Issuers?

Yes — a 52-card Corporate Issuers deck, printed in full in the flashcards section of this page and available in the Examius app with spaced repetition. The free plan covers one exam of your choice, including its flashcards; Examius Pro, a one-time purchase, unlocks every other exam and deck.