1 – Markets & Regulations
Sunday, March 29, 2009
MARKET: process by which people buy & sell securities
Regulation is extremely important to the way markets function in the securities industry
*** REMEMBER: IT IS A DUAL SYSTEM OF REGULATION ***
- Both states & the federal govt. regulate market activity
- State regulations = aka Blue Sky Laws
On the Series 7, more focus is given to federal regulation
All federal regulations start with Congress
- Once they are passed, there are several agencies that come into play to enforce these laws on a day-to-day basis:
- IRS: Taxes
- FRB: Credit (margin accounts)
- SEC: Main enforcer of securities laws
- Whom are they dealing with?
- Issuers: corporations that are selling stocks & bonds to the public
- Investors: activities of those buying & selling securities in the market thru, for example, insider trading rules
- Brokerage Firms & Registered Representatives
- Problem: SEC doesn’t have enough man power to enforce regulations
- SEC has setup an agreement with brokerage industry to create Self-Regulatory Organizations (SROs)
- NYSE: New York Stock Exchange
- NASD: National Association of Securities Dealers
- Regulates the over-the-counter (OTC) market
- MSRB: Municipal Securities Rulemaking Board
- CBOE: Chicago Board Options Exchange
REGULATION: ISSUING SECURITIES (How do securities get into the market in the first place?)
Securities are used by corporations to:
- Raise capital
- Corporations then use this capital for a wide variety of reasons:
- Build/construct a plant, factory, etc.
- Purchase new equipment
- Research & Development (R&D)
- Take over or merge with another company
- Internal financial restructuring to improve the status of its balance sheet
- Corporations may acquire capital in different ways:
- Go to a bank & get a business loan
- Many of these loans are short-term, & many corporations need capital to invest over a long-term period
- Therefore, corporations would obtain capital by selling new securities to the public
ISSUER SELLS SECURITIES TO PUBLIC
Public provides capital needed by issuer
- In exchange, public receives security in hopes to earn an investment return over a long period of time
- Federal, state, & local govt.s use this method of obtaining securities as well
Before 1933, there was no specific regulation of this process
- This created certain problems for investors
- Investors would buy securities that were riskier than originally led to believe
- They didn’t have enough info to know that there was a problem
Congress decided to protect investors by passing the Securities Act of 1933
- Philosophy of Securities Act of 1933 = FULL DISCLOSURE
- Issuer is required to provide to the investor all relevant information about the security
- Before issuer can sell securities to the public, it must file a Registration Statement with the SEC
- Registration Statement contains all relevant info that a reasonable investor might want to know about the certain security
- From the info provided, the investor can make an intelligent decision about whether to invest in the security or not
Although an issuer can sell to the public itself (after registering with the SEC), instead most corporations hire brokerage firms to facilitate the sale of securities
- Most don’t have the time or expertise to sell securities to the public; most concentrate & use their manpower on growing the business
- Brokerage Firms act as an Underwriter (aka middle man) in the transaction
- FIRM COMMITMENT UNDERWRITING
Traditionally, brokerage buys entire issue of securities from the issuing firm, paying the issuer a set amount, & then resells them to the public
- Difference between the sale price to the public & the purchase price from the issuer = the profit to the brokerage firm (aka broker-dealer)
- This does involve some risk
- There is a chance that when the broker-dealer tries to turn around & sell securities to the public, the public may not want to pay the amount that will earn a profit for the syndicate (underwriter)
- The broker-dealer may lose money in that case
- Broker-dealer may not want to do Firm Commitment Underwriting because:
- Company is a new start-up
- Company has no track record
- Not sure if public will be receptive to the issue or not
- Company may already be in financial trouble
- It would be harder to sell securities
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