Knowledge of Capital Markets Flashcards
What are securities?
Securities are financial contracts, such as shares or bonds, that grant the owner a stake in an asset. They have two key features: they give certain rights to the owner; and they can be traded in the financial markets.
Types of Securities
- Debt
- Equity
- Hybrid
Equity Security
Equity securities are shares in a company, partnership or trust. Shareholders aren’t usually entitled to regular payments – though many equity securities do pay out dividends. Instead, investors buying equity securities can profit from capital gains when they sell the securities, provided they’ve risen in value. Equity securities also give the holder some influence over the issuing company – for example, through voting rights at its annual general meeting.
Debt Security
Debt securities are money that’s borrowed and must be paid back at the end of a fixed term. Examples of debt securities are corporate and government bonds, collateralised debt obligations and certificates of deposit. Holders are usually entitled to regular interest payments and repayment of principal, though not to voting rights. Debt securities can be secured or unsecured.
Hybrid Securities
Hybrid securities combine some of the features of equity securities and debt securities. An example of a hybrid security would be convertible bonds – bonds that can be converted into shares of common stock in the issuing company. Equity warrants are also hybrid securities – these are options issued by a company giving shareholders the right to buy stock within a specific period at a particular price.
Securites and Exchange Commission (SEC)
Formed in 1934, meant to restore public confidence in U.S. markets, and to regulate the securities industry.
Securities Exchange Act 1934
- commonly referred to as the Exchange Act,
- was the official establishment of the SEC,
- granted the SEC jurisdiction and authority to propose, draft, and enact laws to futher its purpose
- it is NOT the Securities Act of 1933
Divisions of the SEC
Most prominent are:
- Division of Corporate Finance - focuses on fair & adequate disclosure of information related to securities
- Division of Trading & Markets - focuses on fair & efficient capital market operations
- Division of Investment Management - focuses on protection of investors
- Division of Enforcement - focuses on the investigation, recommendation, and prosecution of securities related matters
- Office of Compliance Inspections and Examinations - focuses on examining regulated entities to ensure compliance with regulations
Self-Regulatory Organizations (SROs)
- entities created to regulate industry segments within an organization itself
- purpose is to self-govern more efficiently in a narrow field
- allows for more specialized rules and regulations
- very common on is FINRA (Financial Industry Regulatory Authority)
Chicago Board Options Exchange (Cboe)
- an SRO that owns the largest options exchange in the US
- established in 1973
- offers options in S&P 500 Index, S&P Index, Dow Jones Industrial Average, NASDAQ-100 Index, among others
- CBOE creates the rules for all options exchanges and has the anuthority to enforce them
- Cboe also calculates the Cboe Volatility Index (VIX)
Financial Industry Regulatory Authority (FINRA)
- an SRO accountable to the SEC
- develops and implements rules and regulations specifically for brokerage firms and their employees
- has authority to settle disputes between customers from the general public and banking firms
- all firms trading securities must be registered with FINRA
Municipal Securities Rulemaking Board (MSRB)
- an SRO overseen by the SEC
- develops rules for banks and securities firms to follow when they’re involved with underwriting, selling, purchasing, or recommending municipal securities
- goal is to promote fair trading and prevent fradulent or manipulative practices
- sets standard of conduct for all broker-dealers, as well as the standards for banks, financial institutions, and municipal advisors
- not authorized to enforce violations of its rules
Department of the Treasury/IRS
- financial arm of the US federal government
- works closely with the Federal Reserve to coordinate policies
- collects taxes
- initiates borrowing on behalf of the government via treasury bills, treasury notes, and treasury bonds
The Federal Reserve Board (FRB)
- plays a pivotal role in determining the state and direction of the economy of the US
- a network of regional banks operating under the authority of the federal government
- responsible for making impactful decisions that affect the stock market and the economy, including settling interest rates and increasing the money supply
Securities Investor Protection Corporation (SIPC)
- protects the interests of investors and bank customers
- protects clients of brokers and dealers in case of financial failure of the broker
- covers up to $500k of equity balances
Fedreal Deposit Insurance Corporation (FDIC)
- similar to the SIPC, but for traditional banks
- up to $250k
- audits and monitors member banks to ensure they are adequately capitalized, that they are not taking excessive risk, that they have sufficient systems in place to prevent fraud, and they follow regulations and guidelines
Investor Types
- Institutional Investors
- Retail Investors
- Accredited Investors
Institutional Investors
- immense amount of capital, ex: large financial instituions such as commercial banks, investment banks, insurance companies
- are the core drivers of the price of securities in capital markets
Retail Investors
- individuals investing for their future through common vehicles such as mutual funds, exchange-traded funds, and individual stocks and bonds in standard brokerage or retirement accounts such as individual retirement accounts (IRAs) and 401(k)s
- individually, they have almost no effect on the price of securities in capital markets
- tend to follow a herd mentality and may help sustain a movement in prive initiated by larger financial insitutions
Accredited Investors
- different type as defined by the securities-related acts
- investors with sufficient net worth, annual income, and/or expertise and experience in investing such that they do not require the same amount of protecting as the retail investor
- they are given the opportunity to purchase and sell unregistered securities, commonly referred to as private equity
Private Equity
- securites that are unregulated and only available to be purchased by accredited investors
- governed by Regulation D of the Securities Act of 1933
Broker-Dealers
- financial insitutions that affect securities transaction on behalf of individuals and entities or for their own accounts
- when transacting on behalf of others, acting as an agent, i.e. a broker
- when transacting for their own accounts, acting in a principal capacity, i.e. a dealer
- technically the person themself is the registered representative when they transact
- investment advisor when giving advice
Introducing Brokers
future market equivalent of a registered representatvie in the equities market
Clearing brokers
work for firms that ensure proper settlement of transactions so that investors are ensured their transaction is completed properly
Prime brokers
- provide many different services to select clients who need more specialized, higher level services
- often used by hedge funds that require sophisticated services to ensure that their funds operate properly and are compliant with applicable laws
Investment Adviser
- an individual or employee who provides investment advice, recommends the purchase or sale of securities, issues research reports, or otherwise analyzes securities and is paid for doing so
- individuals who meet the criteria of investment advisers must register with the SEC (over $25M) or state securities (under $25M)
Municipal Advisors
- entities that specialize in the intricacies of financing operations of local governments
- can vary greatly because each municipality has its own laws and processes
Best-efforts underwriting
- investment bank is required to place as much of the issuance as is possible given market conditions
- if unable to sell all of the shares, not legally obligated to purchase the remaining shares itself
- not ideal for the issuer, but protects the investment bank
Two most common types of underwriting arrangements
- Best-efforts underwrtiing
2. Firm commitment underwriting
Firm commitment underwriting
- investment bank is required to purchase the entire issuance of the offering if any remaining after public offering
- more ideal for the issuer, less so for the investment bank
Issuers and Underwriters and going public (explanations)
- in the event a business wants to go public, the business (the issuer) needs an investment bank to underwrite the offering
- investment bank will provide guidance on the appropriate type, amount, and timing of the securities offering
Secondary Market
Where investors buy and sell securities from other investors (think of stock exchanges). For example, if you want to buy Apple stock, you would purchase the stock from investors who already own the stock rather than Apple. Apple would not be involved in the transaction.
Examples: are the National Stock Exchange (NSE), the New York Stock Exchange (NYSE), the NASDAQ, and the London Stock Exchange (LSE).
Hedging
a process where traders take positions to reduce the risk of other positions
Proprietary Traders
market participants that engage in capital markets for a variety of reasons for their own account
Market Maker
- most secondary markets have a designated market maker known as a specialist
- responsible for maintaining fair and orderly markets, making sure there is sufficient liquidity for specified firms that are traded on an exchange
- helps to reduce volatility in the stock price
- point of contact for the company and keeps them informed as to who ahs been trading the stock and what conditions have been like for the company’s stock
- usually required to provide quotes for a specific percent of the time
- cannot trade on their own stock, although possess the same knowledge as floor traders, only know information after trades have occurred, no insider knowledge