SHORT SELLING, DEATH SPIRAL CONVERTIBLES, AND THE PROFITABILITY OF STOCK MANIPULATION John D. Finnerty Professor of Finance, Fordham University March 2005 John D. Finnerty Fordham University Graduate School of Business 113 West 60th Street New York, NY 10023 Tel: 212-599-1640 Fax: 212-599-1242 e-mail:
[email protected] SHORT SELLING, DEATH SPIRAL CONVERTIBLES, AND THE PROFITABILITY OF STOCK MANIPULATION Abstract The SEC recently adopted Regulation SHO to tighten restrictions on short selling and curb abusive short sales, including naked shorting masquerading as routine fails to deliver. This paper models market equilibrium when short selling is permitted and contrasts the equilibrium with and without manipulators among the short sellers. I explain how naked short selling can routinely occur within the securities clearing system in the United States and characterize its potentially severe market impact. I show how a recent securities innovation called floating-price convertible securities can resolve the unraveling problem and enable manipulative short selling to intensify. SHORT SELLING, DEATH SPIRAL CONVERTIBLES, AND THE PROFITABILITY OF STOCK MANIPULATION 1. Introduction Manipulative short selling has a long and colorful history that dates back to the origins of organized stock markets (Allen and Gale, 1992). Bernheim and Schneider (1935) describe how bear pools operated on the Amsterdam Stock Exchange during the late seventeenth century. Stock manipulators carefully timed their aggressive ‘bear raids’ to exert maximum selling pressure. The price declines attracted free riders, and the combined pressure on the prices of the targeted stocks produced virtually assured profits. The manipulators found that they could defeat any opposition by employing “tricks that only sly and astute speculators invent and introduce,” such as planting false rumors about the target firm’s precarious condition in the press (Bernstein and Schneider, 1935).