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This chapter has been largely rewritten to reflect the ongoing transformation of trading practices, the growing dominance of electronic trading, the accelerating consolidation of securities markets, and continuing regulatory reform, in particular the response to the Sarbanes-Oxley Act. | Chapter 3 How Securities are Traded Primary vs. Secondary Security Sales Primary New issue Key factor: issuer receives the proceeds from the sale. Secondary Existing owner sells to another party. Issuing firm doesn’t receive proceeds and is not directly involved. Investment Banking Arrangements Underwritten vs. Best Efforts Underwritten: firm commitment on proceeds to the issuing firm. Best Efforts: no firm commitment. Negotiated vs. Competitive Bid Negotiated: issuing firm negotiates terms with investment banker. Competitive bid: issuer structures the offering and secures bids. Public Offerings Public offerings: registered with the SEC and sale is made to the investing public. Shelf registration (Rule 415, since 1982) Initial Public Offerings (IPOs) Evidence of underpricing Performance Private Placements Private placement: sale to a limited number of sophisticated investors not requiring the protection of registration. Dominated by institutions. Very active market for debt . | Chapter 3 How Securities are Traded Primary vs. Secondary Security Sales Primary New issue Key factor: issuer receives the proceeds from the sale. Secondary Existing owner sells to another party. Issuing firm doesn’t receive proceeds and is not directly involved. Investment Banking Arrangements Underwritten vs. Best Efforts Underwritten: firm commitment on proceeds to the issuing firm. Best Efforts: no firm commitment. Negotiated vs. Competitive Bid Negotiated: issuing firm negotiates terms with investment banker. Competitive bid: issuer structures the offering and secures bids. Public Offerings Public offerings: registered with the SEC and sale is made to the investing public. Shelf registration (Rule 415, since 1982) Initial Public Offerings (IPOs) Evidence of underpricing Performance Private Placements Private placement: sale to a limited number of sophisticated investors not requiring the protection of registration. Dominated by institutions. Very active market for debt securities. Not active for stock offerings. Organization of Secondary Markets Organized exchanges OTC market Third market Fourth market Organized Exchanges Auction markets with centralized order flow. Dealership function: can be competitive or assigned by the exchange (Specialists). Securities: stock, futures contracts, options, and to a lesser extent, bonds. Examples: NYSE, AMEX, Regionals, CBOE. OTC Market Dealer market without centralized order flow. NASDAQ: largest organized stock market for OTC trading; information system for individuals, brokers and dealers. Securities: stocks, bonds and some derivatives. Most secondary bonds transactions Third Market Trading of listed securities away from the exchange. Institutional market: to facilitate trades of larger blocks of securities. Involves services of dealers and brokers Fourth Market Institutions trading directly with institutions No middleman involved in the transaction Organized information and trading systems ECN Development International
