Chapter 9 - The Secondary Market and Equity Trading Flashcards
According to industry rules, broker-dealers that act as principals to buy and sell securities are required to buy and sell those securities at what prices?
A) Fair
B) As set by FINRA
C) Competitive
D) Flat
Correct Answer:
A) Fair
Answer Explanation
FINRA rules require member firms acting as a principal or dealer buy and sell securities with a fair and reasonable mark-up or mark-down, after taking into account all relevant circumstances. Likewise, when member firms act as an agent or broker they must charge fair and reasonable commissions. The general guideline is that a mark-up/mark-down or commission in excess of 5% is not reasonable.
Textbook Reference
Please see textbook section 9.2.1.4
ABC Co. is seeking to have its securities listed on the OTCBB. In order to accomplish this, ABC must
A) secure an affirmative vote from at least a majority of its shareholders.
B) file current financial reports with the SEC.
C) have a minimum number of shares in the public float.
D) have generated a profit in at least two of its prior three fiscal years.
Correct Answer:
C) have a minimum number of shares in the public float.
Answer Explanation
Companies that wish to list their securities on the OTCBB must file current financial reports with the SEC. There is no requirement that the company be profitable or have a certain number of shares outstanding.
Textbook Reference
Please see textbook section 9.3.4.1
Which of the following securities could be quoted on the OTCBB?
A) A stock that trades on Nasdaq, but not on the NYSE
B) A stock that trades on the Chicago Stock Exchange, but not on the NYSE
C) An NYSE stock being examined by the exchange to be delisted
D) An NYSE stock that has voluntarily delisted from the exchange
Correct Answer:
D) An NYSE stock that has voluntarily delisted from the exchange
Answer Explanation
Securities eligible for quotes on the OTC Bulletin Board (OTCBB) include stocks that do not trade on any exchange, including Nasdaq or regional exchanges. Although a stock in the process of being delisted might subsequently be on the OTCBB, until it is removed it could not do so.
Textbook Reference
Please see textbook section 9.3.4.1
Under FINRA’s Standards of Commercial Honor and Principles of Trade all of the following may be considered by a firm when charging a commission in an agency transaction, except:
A) market conditions with respect to such security at the time of the transaction
B) the value of any service rendered by reason of the firm’s experience
C) the expense of executing the order
D) the fact that the firm is entitled to a profit
Correct Answer:
D) the fact that the firm is entitled to a profit
Answer Explanation
Commissions charged in agency transactions must be fair and reasonable. In determining fair and reasonable commissions a firm may consider market conditions with respect to such security at the time of the transaction, the expense of executing the order and the value of any service rendered by reason of the firm’s experience in and knowledge of such security and the market therefor. When executing trades in an agency basis, however, the commission does not contemplate the fact that the firm is entitled to a profit.
Textbook Reference
Please see textbook section 9.2.1.4
A company that believes its stock is undervalued might take which of the following actions?
A) Share repurchase program
B) Leveraged buy-out
C) Forward stock split
D) Follow-on offering
Correct answer:
A) Share repurchase program
Answer Explanation
A company that believes its stock is undervalued may decide to buy their own shares in the open market.
Textbook Reference
Please see textbook section 9.3.1
The fraud provisions of the Securities Exchange Act of 1934 apply to which of the following?
A) Manipulation of the price of a municipal security
B) Participation in an all-or-none offering and reporting the offering as firm to the client
C) Short sale of municipal security serial bonds
D) All of the above cases and for all types of securities
correct Answer:
D) All of the above cases and for all types of securities
Answer Explanation
The fraud provisions of the act of 1934 apply to all persons and for all types of securities. No person or transaction is ever exempt from the antifraud provisions of the Securities Act of 1934.
Textbook Reference
See textbook section 9.1
Partial executions are possible with
A) stop orders and orders marked “GTC”.
B) stop orders but not limit orders.
C) both limit and stop orders.
D) limit orders but not stop orders.
Correct Answer:
D) limit orders but not stop orders
Answer Explanation
Limit orders may receive partial execution, owing to the fact that a trader may only be able to fill a portion of an order at a particular price. Stop orders become market orders once they are triggered and therefore must be executed in their entirety.
Textbook Reference
Please see textbook section 9.4.4
Gavin enters a market order to buy 200 shares of Microsoft stock. If he enters the order when the price is $55, what price is he guaranteed to get?
A) It isn’t known
B) $55
C) The price quoted by his broker
D) Not less than $52.50
Correct Answer:
A) It isn’t known
Answer Explanation
The drawback to market orders is that the execution price isn’t known. It will be the best price available when the order reaches the market. It can be less than the price a broker quotes.
Textbook Reference
Please see textbook section 9.4.2
Securities that are included in the Pink OTC Markets are
A) quoted by market makers
B) registered with the SEC
C) not required to report last sale and trading volume information
D) typically traded actively
correct Answer:
A) quoted by market makers
Answer Explanation
A market maker determines whether to quote a Pink Sheets security, and initiates quotations by submitting Form 211 to FINRA. It is possible for a market maker to quote securities in the Pink Sheet Quote system without the knowledge or permission of the issuer of the securities. Pink Sheet Securities are not always registered with the SEC, and are often thinly traded. All OTC equity securities are required to report last sale and trading volume information.
Textbook Reference
Please see textbook section 9.3.4.2
In which of the following scenarios is the 5% Policy applicable?
A) Mary buys a Regulation A offering and receives an offering circular
B) Peter purchases a closed-end investment company from his RR in the secondary market
C) Fred subscribes to mutual fund shares and makes payment consistent with the instructions in the prospectus
D) Betty receives an allocation of shares of an IPO and makes payment to her RR
Correct Answer:
B) Peter purchases a closed-end investment company from his RR in the secondary market.
Answer Explanation
The FINRA 5% Policy applies to secondary market trades in both listed and unlisted securities.
Textbook Reference
Please see textbook section 9.2.1.4
Henry places a GTC limit order to buy 200 shares of AT&T at $30.50 or better. If AT&T declares a quarterly dividend of 45 cents per share, what will his limit price be on the ex-dividend date?
A) $30.05
B) $30.50
C) Orders are cancelled when a dividend for more than $0.25 is declared.
D) $30.95
Correct answer:
A) $30.05
Answer Explanation
Buy limit orders are reduced by the amount of dividends on the ex-dividend date.
Textbook Reference
Please see textbook section 9.4.3
An order that remains on the limit order book until executed or cancelled is known as a(n)
A) Good-Til-Cancelled (GTC) order
B) Immediate or cancel order
C) Marketable limit order
D) Opening cross order
Correct Answer:
a) Good-Til-Cancelled (GTC) order
Answer Explanation
A Good-til-Cancelled order is an order to buy or sell a stock that remains on the limit order book until the order is executed or cancelled
Textbook Reference
Please see textbook section 9.4.3
A securities trader would be permitted to indirectly manipulate stock prices
A) As long as no retail investors are harmed.
B) If properly supervised by a principal.
C) If there are information barriers in place at the trader’s firm
D) Under no circumstances.
Correct Answer:
D) Under no circumstances
Answer Explanation
It is always against the law to directly or indirectly manipulate the prices of securities.
Textbook Reference
Please see textbook section 9.5.10
An insurance company sells municipal bonds through a bank and pays commission on the transaction. This is a
I. Primary market transaction
II. Secondary market transaction
III. Principal transaction
IV. Agency Transaction
A) II and III
B) I and III
C) II and IV
D) I and IV
Correct Answer:
C) II and iv
Answer Explanation
This is a secondary market transaction. Since a commission is charged, the trade was completed on an agency basis.
Textbook Reference
Please see textbook section 9.2.1.2
A trade instruction given by an investor who wants execution at a late-afternoon price is a:
A) Exit order
B) Stop order
C) Market-at-close order
D) Not held order
Correct Answer:
C) Market-at-close order
Answer Explanation
A market-at-close order is a market order that is held and executed near the end of trading hours as close to the closing price as possible. Not held and stop orders may be executed anytime during trading hours.
Textbook Reference
Please see textbook section 9.4.3
A municipal bond is sold on Monday at 4pm. It must be reported to the Real-Time Transaction Reporting System (RTRS) by
A) 5:00 p.m. that day.
B) 4:15 p.m. that day.
C) 4:05 p.m. that day.
D) 7:30 a.m. the next morning.
Correct Answer:
b) 4:15pm that day
Answer Explanation
Trades must be reported to the RTRS within 15 minutes of execution.
Textbook Reference
Please see textbook section 9.5.3
When a broker dealer acts on an agency basis to help a customer complete trades, the firm normally is compensated through
A) Transaction surcharges
B) Asset-based fees
C) Commissions
D) Mark-ups
Correct Answer:
C) Commissions
Answer Explanation
Acting as an agent, broker dealers normally charge commissions. Acting as principals, they mark up securities sold from their own inventory, or purchased and then sold.
Textbook Reference
Please see textbook section 9.2.1.2
According to MSRB rules, when determining a fair and reasonable price when acting as principal the most important factor is
A) The price that the dealer paid to purchase the security for its inventory
B) Ensuring that the yield to the customer is comparable to the yield on similar securities
C) Ensuring that the transaction enables the dealer to make a profit
D) Maintaining a mark up or mark down that is less than 5%
Correct Answer:
B) Ensuring that the yield to the customer is comparable to the yield on similar securities
Answer Explanation
MSRB rules state that the most important factor when determining whether the price to a client is fair and reasonable when acting as principal is that the yield should be comparable to the yield on similar securities. Similar securities are those that are comparable in terms of coupon rate, quality, maturity, and block size when available in the market.
Textbook Reference
Please see textbook section 9.2.1.4
A failing company becomes delisted by Nasdaq and goes to the OTCBB. What must it do, at minimum, to remain eligible for quotes on the OTCBB?
A) Maintain sufficient trading volume
B) Have at least three market makers
C) Amend its by-laws
D) File timely periodic reports with the SEC
Correct Answer:
D) File timely periodic reports with the SEC
Answer Explanation
The SEC believes that the investing public needs adequate disclosure about companies that trade in public markets, such as the OTCBB. Timely periodic filings (10K, 10Q, etc.) are one way that issuers can meet this requirement.
Textbook Reference
Please see textbook section 9.3.4.1
What term describes the information a reasonable investor would consider important in deciding whether to buy, sell or hold a security?
A) Actionable
B) Time-sensitive
C) Relevant
D) Material
Correct Answer:
D) material
Answer Explanation
Any information that can affect the price of a security potentially can be material.
Textbook Reference
Please see textbook section 9.1
In connection with the solicitation of securities, the anti-fraud rule of U.S. securities law makes it unlawful to omit a material fact necessary to make the statements made
A) understandable
B) confusing
C) not misleading
D) deceptive
Correct answer:
C) not misleading
Answer Explanation
It can be securities fraud to omit a material fact that is necessary to make the statements made not misleading in light of the circumstances under which they were made.
Textbook Reference
Please see textbook section 9.1
Which of the following best characterizes an ECN?
A) Typically charges higher than usual brokerage fees owing to its advanced technology.
B) Accepts orders from its subscribers only, typically broker-dealers or institutional clients.
C) Accepts orders from the general public.
D) Available for trade executions during regular market hours only.
Correct Answer:
B) Accepts orders from its subscribers only, typically broker-dealers or institutional clients.
Answer Explanation
Electronic communications networks (ECNs) will only accept orders from its subscribers, and attempt to match buy and sell orders internally. Fees are typically lower than traditional brokerage commissions.
Textbook Reference
Please see textbook section 9.3.5.2
The anti-fraud provisions of the Securities Exchange Act of 1934 apply to
I. Representatives who sell government securities
II. Firms that sell municipal securities
III. Exempt transactions
A) I and II only
B) I, II and III
C) II and III only
D) I only
Correct Answer:
B) I, II and III
Answer Explanation
The Securities Exchange Act of 1934 forbids fraud in securities transactions, and applies to both securities that are subject to the registration requirements of the Securities Act of 1933 and to those that are exempt, such as government and municipal securities. The anti-fraud provisions also apply to firms that sell municipal securities or engage in other exempt transactions.
Textbook Reference
Please see textbook section 9.1
How many market makers, at minimum, are required for a security to be quoted on the OTCBB?
A) Two
B) Four
C) One
D) Three
Correct Answer:
C) One
Answer Explanation
Just one market maker is needed for a security to be on the OTCBB.
Textbook Reference
Please see textbook section 9.3.4.1
What was the world’s first electronic stock exchange?
A) Euronext
B) NYSE Arca
C) NASDAQ
D) Instinet
correct answer;
C) naSDAQ
Answer Explanation
NASDAQ was the world’s first electronic stock exchange. With 3,500 listed companies, it is still the second largest stock market in the U.S., behind only the New York Stock Exchange. The controlling entity is NASDAX OMX.
Textbook Reference
Please see textbook section 9.3.3
In which types of orders are specified prices reduced by the amount of dividends paid on the ex-dividend date, unless a do-not-reduce (DNR) instruction is used?
A) Limit orders to buy and sell
B) Limit orders to buy and stop orders to sell
C) Limit orders and stop-limit orders to buy
D) Limit orders to sell and stop orders to buy
Correct Answer:
B) Limit orders to buy and stop orders to sell
Answer Explanation
The DNR instruction may only be used with limit orders to buy and stop orders to sell. In both cases, the specified price (limit or stop) will not be reduced on the ex-dividend date, as they otherwise would be.
Textbook Reference
Please see textbook section 9.4.5