chapter 4 organization and functioning of securities markets questions to be answered: what is the...
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Chapter 4 Organization and Functioning of
Securities Markets
Questions to be answered:• What is the purpose and function of a
market?
• What are the characteristics that determine the quality of a market?
• What is the difference between a primary and secondary capital market and how do these markets support each other?
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Chapter 4 Organization and Functioning of
Securities Markets• What are the national exchanges and how are
the major security markets becoming linked (what is meant by “passing the book”)?
• What are the regional stock exchanges and the over-the-counter (OTC) market?
• What are the alternative market-making arrangements available on the exchanges and the OCT market?
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Chapter 4 Organization and Functioning of
Securities Markets• What are the major types of orders
available to investors and market makers?
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What is a market?
• Brings buyers and sellers together to aid in the transfer of goods and services
• Does not require a physical location
• Both buyers and sellers benefit from the market
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Characteristics of a Good Market• Availability of past transaction information
– must be timely and accurate
• Liquidity– marketability– price continuity– depth
• Low Transaction costs• Rapid adjustment of prices to new information
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Organization of the Securities Market
• Primary markets– Market where new securities are sold and funds
go to issuing unit
• Secondary markets– Market where outstanding securities are bought
and sold by investors. The issuing unit does not receive any funds in a secondary market transaction
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Government Bond Issues
• 1. Treasury Bills – negotiable, non-interest
bearing securities with original maturities of one
year or less
• 2. Treasury Notes – original maturities of 2 to 10
years
• 3. Treasury Bonds – original maturities of more
than 10 years
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The Underwriting Function
• The investment banker purchases the entire issue from the issuer and resells the security to the investing public.
• The firm charges a commission for providing this service.
• For municipal bonds, the underwriting function is performed by both investment banking firms and commercial banks
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Relationship Among a Firm Issuing Securities, the Underwriters, and the Public
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Investment Banking
• Firm commitment– investment bank purchases securities from
the issuing company and then resells them to the public.
• Shelf Registration– SEC Rule 415: Allows firms to register
securities and gradually sell them to the public for two years
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Corporate Bond and Stock Issues
New issues are divided into two groups
1. Seasoned new issues - new shares offered by firms that already have stock outstanding
2. Initial public offerings (IPOs) - a firm selling its common stock to the public for the first time
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Underwriting Relationships with Investment Bankers
1. Negotiated– Most common– Full services of underwriter
2. Competitive bids– Corporation specifies securities offered– Lower costs– Reduced services of underwriter
3. Best-efforts– Investment banker acts as broker
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Introduction of Rule 415• Allows firms to register securities and sell
them piecemeal over the next two years
• Referred to as shelf registrations
• Great flexibility
• Reduces registration fees and expenses
• Allows requesting competitive bids from several investment banking firms
• Mostly used for bond sales
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Private Placements and Rule 144A
• Firms sells to a small group of institutional investors without extensive registration
• Lower issuing costs than public offering
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Why Secondary Financial Markets Are Important
• Provides liquidity to investors who acquire securities in the primary market
• Results in lower required returns than if issuers had to compensate for lower liquidity
• Helps determine market pricing for new issues
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Secondary Bond Market
• Secondary market for U.S. government and municipal bonds– U.S. government bonds traded by bond dealers– Banks and investment firms make up municipal
market makers
• Secondary corporate bond market– Traded through an OTC market
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Secondary Equity Markets
1. Major national stock exchanges– New York, American, Tokyo, and London
stock exchanges
2. Regional stock exchanges– Chicago, San Francisco, Boston, Osaka,
Nagoya, Dublin, Cincinnati
3. Over-the-counter (OTC) market – Stocks not listed on organized exchange
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Trading Systems
• Pure auction market– Buyers and sellers are matched by a broker at a
central location– Price-driven market
• Dealer market– Dealers provide liquidity by buying and selling
shares– Dealers may compete against other dealers
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Call Versus Continuous Markets
• Call markets trade individual stocks at specified times to gather all orders and determine a single price to satisfy the most orders
• In a continuous market, trades occur at any time the market is open
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National Stock Exchanges
• Large number of listed securities
• Prestige of firms listed
• Wide geographic dispersion of listed firms
• Diverse clientele of buyers and sellers
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Dhaka Stock Exchange (DSE)
• Chittagong Stock Exchange
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Important Stock Exchange in the world
• American Stock Exchange (AMEX)
• Tokyo Stock Exchange (TSE)
• London Stock Exchange (LSE)
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Over-the-Counter (OTC) Market• Not a formal organization
• Largest segment of the U.S. secondary market
• Unlisted stocks and listed stocks (third market)
• Lenient requirements for listing on OTC
• 5,000 issues actively traded on NASDAQ NMS (National Association of Securities Dealers Automated
Quotations National Market System)
• 1,000 issues on NASDAQ apart from NMS
• 1,000 issues not on NASDAQ
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Operation of the OTC
• Any stock may be traded as long as
it has a willing market maker to act
a dealer
• OTC is a negotiated market
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Third Market• OTC trading of shares listed on an
exchange
• Mostly well known stocks– GM, IBM, AT&T, Xerox
• Competes with trades on exchange
• May be open when exchange is closed or trading suspended
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Fourth Market• Direct trading of securities between two
parties with no broker intermediary
• Usually both parties are institutions
• Can save transaction costs
• No data are available regarding its specific size and growth
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Detailed Analysis ofExchange Markets
• Exchange Membership
• Major Types of Orders
• Exchange Market Makers
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Exchange Membership• Specialist• Commission brokers
– Employees of a member firm who buy or sell for the customers of the firm
• Floor brokers– Independent members of an exchange who act as
broker for other members
• Registered traders– Use their membership to buy and sell for their
own accounts
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Major Types of Orders• Market orders
– Buy or sell at the best current price
– Provides immediate liquidity
• Limit orders– Order specifies the buy or sell price
– Time specifications for order may vary
• Instantaneous - “fill or kill”, part of a day, a full day, several days, a week, a month, or good until canceled (GTC)
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Major Types of Orders
• Short sales– Sell overpriced stock that you don’t own and
purchase it back later (at a lower price)– Borrow the stock from another investor
(through your broker)– Can only be made on an uptick trade– Must pay any dividends to lender– Margin requirements apply
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Major Types of Orders
• Special Orders– Stop loss
• Conditional order to sell stock if it drops to a given price
• Does not guarantee price you will get upon sale
• Market disruptions can cancel such orders
– Stop buy order• Investor who sold short may want to limit loss if
stock increases in price
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Margin Transactions• On any type order, instead of paying 100% cash,
borrow a portion of the transaction, using the stock as collateral
• Interest rate on margin credit may be below prime rate
• Regulations limit proportion borrowed– Margin requirements are from 50% up
• Changes in price affect investor’s equity
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Margin TransactionsBuy 200 shares at $50 = $10,000 position
Borrow 50%, investment of $5,000
If price increases to $60, position– Value is $12,000– Less - $5,000 borrowed – Leaves $7,000 equity for a– $7,000/$12,000 = 58% equity position
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Margin TransactionsBuy 200 shares at $50 = $10,000 position
Borrow 50%, investment of $5,000
If price decreases to $40, position– Value is $8,000– Less - $5,000 borrowed – Leaves $3,000 equity for a– $3,000/$8,000 = 37.5% equity position
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Margin Trading: Initial Conditions
Share price $100
60% Initial Margin
40% Maintenance Margin
100 Shares Purchased
Initial Position
Stock $10,000 Borrowed $4,000
Equity $6,000
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Table 3.4 Illustration of Buying Stock on Margin
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Margin Transactions• Initial margin requirement at least 50%. Set up by
the Fed.• Maintenance margin
– Requirement proportion of equity to stock– Protects broker if stock price declines– Minimum requirement is 25%– Margin call on undermargined account to meet
margin requirement– If margin call not met, stock will be sold to pay off
the loan
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Short Sales
• Purpose: to profit from a decline in the price of a stock or security
• Mechanics
– Borrow stock through a dealer
– Sell it and deposit proceeds and margin in an account
– Closing out the position: buy the stock and return to the party from which it was borrowed
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Short Sale:Initial Conditions Example 3.3
Dot Bomb 1000 Shares
50% Initial Margin
30% Maintenance Margin
$100 Initial Price
Sale Proceeds $100,000
Margin & Equity $50,000
Stock Owed 1000 shares
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Example 3.3 (Ctd.)Dot Bomb falls to $70 per share
Assets
$100,000 (sale proceeds)
$50,000 (initial margin)
Liabilities
$70,000 (buy shares)
Equity
$80,000
Profit = ending equity – beginning equity
= $80,000 - $50,000 = $30,000
= decline in share price x number of shares sold short
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Short Sale - Margin Call
How much can the stock price rise before a margin call?
($150,000* - 1000P) / (1000P) = 30%
P = $115.38
* Initial margin plus sale proceeds