Capital Markets Flashcards
Securities Act of 1933
■ Governs the new issuance (primary) market, which involves the money-raising activities of issuers
■ Requires issuers to register their securities when selling to the public
Securities Exchange Act of 1934
■ Governs trading markets for existing securities and registration requirements of BDs, BD employees, and exchanges
Investment Company Act of 1934
■ Governs the regulation of packaged products such as mutual funds, closed-end funds, and unit investment trusts
Investment Advisers Act of 1940
■ Governs the regulation of firms that earn fees for providing investment advice
Securities Investor Protection Act of 1970
■ Covers the protection thresholds for customers in the event of a BD’s bankruptcy
Insider Trading and Securities Fraud Enforcement Act of 1988
■ Defines penalties for the misuse of material, nonpublic information by both firms and individuals
The USA PATRIOT Act of 2001
■ Covers anti-money laundering (AML) policies and procedures that must be followed by financial firms
What does FINRA regulate?
all matters related to investment banking (securities underwriting), trading in the over-the-counter (OTC) market, trading in NYSE-listed securities, and the conduct of FINRA member firms and associated persons. FINRA also regulates investment companies and limited partnership transactions.
FINRA’s purpose and objectives?
■ promote the investment banking and securities business, standardize principles and prac- tices, promote high standards of commercial honor, and encourage the observance of fed- eral and state securities laws;
■ provide a medium for communication among its members and between its members, the government, and other agencies;
■ adopt, administer, and enforce rules designed to prevent fraudulent and manipulative practices as well as to promote just and equitable principles of trade; and
■ promote self-discipline among members and investigate and resolve grievances between the public and members and between members
What are FINRA’s 4 sections of rules?
■ Conduct Rules
■ Uniform Practice Code (UPC) rules
■ The Code of Procedure (COP)
■ The Code of Arbitration (COA)
What are FINRA’s UPC rules?
■ technical aspects of trading and payment for securities transactions. Examples of UPC issues include good delivery of securities, the payment procedures for dividends on common stocks, and interest on bonds.
What does FINRA’s COP cover?
■ the enforcement of FINRA rules and details the punishment of members who incur rule violations. COP decisions may be appealable to the SEC.
What is the COA?
■ a FINRA-run dispute resolution process to settle monetary disputes. The goal is to provide a faster and cheaper resolution versus going through the traditional court system. Decisions are final and binding.
What are FINRA’s conduct rules?
establish the relationship between firms and their customers. These rules cover areas such as fair dealing with customers, compensation-related issues, standards for communications, and various sales practice violations.
What does the Chicago Board Options Exchange (cboe) regulate?
all matters related to trading standardized options and related contracts listed on that exchange
What does the Municipal Securities Rulemaking Board (MSRB) regulate?
all matters related to the underwriting and trading of state and municipal securities. It regulates but does not have enforcement powers—it depends on other SROs (e.g., FINRA) for the enforcement of its rules. In this light, it should be noted that it has no regulatory power over the municipalities who issue municipal securities.
What are some functions of the Federal Reserve Board (FRB)?
■ acting as an agent of the U.S. Treasury;
■ regulating the U.S. money supply;
■ setting reserve requirements for members;
■ supervising the printing of currency;
■ clearing fund transfers throughout the system;
■ examining members to ensure compliance with federal regulations; and
■ auditing the deposit-taking activities of member banks.
All BDs must be Securities Investor Protection Corporation (SIPC) members except:
■ banks that deal exclusively in municipal securities;
■ firms that deal exclusively in U.S. government securities; and
■ firms that deal exclusively in redeemable investment company securities.
What is a fully disclosed BD?
AKA, an introducing BD, is one that introduces its customers to a clearing firm. Because the risk associated with holding customer funds and securities is not present, net capital requirements are lower for introducing BDs than they are for self-clearing or carrying BDs. May receive customer checks, but checks must be made out to clearing firm.
What is a carrying firm?
carries customer accounts and accepts funds and securities from customers. Capability to do trade executions, clear and settle transactions, take custody of customer funds and securities, and handle all back office tasks such as sending trade confirmations and statements.
A firm carrying customer funds and securities clearly has a line of business that is inherently risky, and it is required to maintain levels of net capital higher than that of firms who do not accept custody of funds or securities.
What is a full service firm?
carrying firms or clearing firms who clear their own transactions. In other words, firms like Merrill Lynch, in addition to clearing their own transactions, may accept transactions from other smaller, fully disclosed firms—and in so doing so, are acting as the smaller firms’ clearing firm.
What is the role of executing brokers?
Handles all trades placed by the customer and responsible for compliance of certain trading rules.
What is the role of prime brokers?
- Enters into written agreements with each executing broker named by the customer.
- Provides the customer with trade confirmations and account statements.
- Facilitates the clearance and settlement of the securities transactions.
- Provides a client with the ability to trade with multiple brokerage houses while maintaining a centralized master account with all of the client’s cash and securities.
- Often includes a list of specialized services, such as securities lending, margin financing, trade, cash management, and operational support.
- Likely to be offered to a BD’s more active trading clients, such as hedge funds, who may require a number of executing broker outlets to conduct their transactions and who can benefit by having margin requirements that are netted across all of the prime broker’s positions.
What is an investment advisor?
- Anyone who, as part of his business, gives investment advice for compensation, must reg- ister as an investment adviser under the Investment Advisers Act of 1940.
- BDs who provide advice for a fee are subject to registration under this act.
- Agents of investment advisers must register and pass the Series 65 exam or Series 66 exam (for representatives with a Series 7).
BUT, providing advice and not charging separately for it—in other words, acting as a registered representative (RR) and charging only for transactions—does not require registration as an adviser.
What is a municipal advisor?
■ provides advice to or on behalf of a municipal entity with respect to municipal products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues; or
■ undertakes a solicitation of a municipal entity.
What is an issuer of a security?
An entity, such as a corporation or municipality, that offers or proposes to offer its securities for sale to the investing public for the purpose of raising capital.
What is an underwriter?
groups of BDs or investment bankers that work with an issuer to bring its securities to the market and sell them to the investing public
What is the role of an investment banker?
help the issuer to structure capital raises, and at times, form syndicates with other
underwriters to facilitate this money-raising process.
What is a market maker or trader?
Any entity, individual, or institution willing to accept the risk of holding a particular security in its own account to facilitate trading and provide liquidity in that security. Generally stand ready to buy or sell (make markets) in securities with the ultimate goal of being profitable.
What is arbitrage trading strategy?
simultaneously buying and selling a security that trades in multiple locations. Attempts to profit from pricing differentials that may temporarily exist between markets. For example, if a stock is trading at $10.00 in Market A and $10.12 in Market B, the trader would buy stock in Market A and simultaneously liquidate the shares in Market B for a quick $.12 per share profit.
What is a custodian?
An institution or a person responsible for making all investment, management, and distribution decisions in an account maintained in the best interests of another
What is a trustee?
an institution or a person responsible for making all investment, management, and distribution decisions in an account maintained in the best interests of another who has been legally appointed to do so. An example would be the fiduciary appointed to manage assets in a trust.