Frequently Asked Questions About Initial Public Offerings
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Trading Frictions and Market Structure: an Empirical Analysis
Trading Frictions and Market Structure: An Empirical Analysis Charlie X. Cai, David Hillier, Robert Hudson, and Kevin Keasey1 February 3, 2005 JEL Classi…cation: G12; G14; D23; L22. Keywords: SETS; SEAQ; Trading Friction; Market Structure. 1 The Authors are from the University of Leeds. Address for correspondence: Charlie X. Cai, Leeds University Business School, Maurice Keyworth Building, The University of Leeds, Leeds LS2 9JT, UK., e-mail: [email protected]. All errors are our own. Trading Frictions and Market Structure: An Empirical Analysis Abstract Market structure a¤ects the informational and real frictions faced by traders in equity markets. We present evidence which suggests that while real fric- tions associated with the costs of supplying immediacy are less in order driven systems, informational frictions resulting from increased adverse selection risk are considerably higher in these markets. Firm value, transaction size and order location are all major determinants of the trading costs faced by investors. Consistent with the stealth trading hypothesis of Barclay and Warner (1993), we report that informational frictions are at their highest for small trades which go through the order book. Finally, while there is no doubt that the total costs of trading on order-driven systems are lower for very liquid securities, the inherent informational ine¢ ciencies of the format should be not be ignored. This is particularly true for the vast majority of small to mid-size stocks that experience infrequent trading and low transac- tion volume. JEL Classi…cation: G12; G14; D23; L22. Keywords: SETS; SEAQ; Trading Friction; Market Structure. 1 Introduction Trading frictions in …nancial markets are an important determinant of the liquidity of securities and the intertemporal e¢ ciency of prices. -
NYSE American Options Customer Best Execution (“CUBE”) Mechanism Frequently Asked Questions
NYSE American Options Customer Best Execution (“CUBE”) Mechanism Frequently Asked Questions GENERAL INFORMATION 1. What is CUBE? CUBE is NYSE American Options’ (the “Exchange”) electronic crossing price improvement auction mechanism. CUBE is available for single-leg orders (“Single-Leg CUBE”) and complex orders (“Complex CUBE”) and offers exchange participants (“Participants”) the ability to seek price improvement for paired orders of any size. Additional information can be found in NYSE American Rules 971.1NY for Single-Leg CUBE and Rule 971.2NY for Complex CUBE. 2. What is a CUBE ‘Paired’ order? Paired orders are comprised of an ‘Initiating’ order -- i.e., the CUBE Order -- and a ‘Contra’ order. The orders may be made up of principal or solicited interest and are sent to the Exchange in a single CUBE order message; both the Initiating order and Contra order components are required to constitute a valid CUBE order, which is then evaluated for auction eligibility. Except for AON CUBE, where both Initiating and Contra orders may be canceled in certain circumstances where the AON order contingency is not met (see below), the Contra order guarantees execution of the Initiating order within an allowable execution range. 3. What is AON CUBE? AON CUBE provides All-or-None (“AON”) functionality for CUBE orders with a minimum of 500 contracts for Single-Leg AON CUBE, and with a minimum of 500 contracts on the smallest leg for a Complex AON CUBE. For additional information on AON CUBE, please see the ‘AON CUBE Supplemental Information’ section below. 4. How does the CUBE auction operate? On receipt of a valid CUBE/Contra order pairing, the Exchange broadcasts the auction via a Request for Quote (“RFQ”) message to subscribers of the Exchange’s market data (“XDP”) feeds. -
An Assessment of Valuation Methods of Stock Initial Public Offerings on Tehran Stock Exchange
International Journal of Academic Research in Business and Social Sciences 2017, Vol. 7, No. 4 ISSN: 2222-6990 An Assessment of Valuation Methods of Stock Initial Public offerings on Tehran Stock Exchange Mohammad Kheiry 1, Sima Golozar 2,*, Ali Amiri 3 1 Department of Economic, Accounting and Management, Payam Noor University, Tehran, Iran. Kheiry Email: [email protected] 2,* Postgraduate student of Financial Management, Qeshm Institute for Higher Education, Qeshm, Iran. Email: [email protected] 3 Department of Accounting, college of human science, Bandar Abbas, Islamic Azad University, Bandar Abbas, Iran. Email: [email protected] DOI: 10.6007/IJARBSS/v7-i4/2822 URL: http://dx.doi.org/10.6007/IJARBSS/v7-i4/2822 Abstract Every day hundreds of companies all over the world are entering capital market for the first time by issuing stocks. By doing so, they decide to invest capital necessary for continuing activity and expanding operations accordingly. For this reason, it is important to the companies that price specified for their stock demonstrate real value of assets and their growth and development opportunities in the future. The purpose of this research is to study valuation methods of stock initial public offerings at the Tehran Stock Exchange. Population and study sample consisted of firms publicly offered their stocks for the first time at Tehran Stock Exchange during 2009-2014, and experienced no trading halt, i.e. 45 companies of which seven companies were eliminated due to lack of trading on the stock exchange and 38 firms were chosen. The research method is correlational-descriptive and the research is an applied research by purpose. -
Membership Application for New York Stock Exchange LLC and NYSE
Membership Application for New York Stock Exchange LLC1 and NYSE American LLC 1 NYSE membership permits the Applicant Firm, upon approval of membership, to participate in the NYSE Bonds platform. TABLE OF CONTENTS Page Application Process and Fees 2-3 Information and Resources 3 Explanation of Terms 4-5 Section 1 – Organizational Profile 6 Section 2 – Applicant Firm Acknowledgement 7 Section 3 – Application Questions 8-9 Section 4 – Floor Based Business 10 Section 5 – Key Personnel 11 Section 6 – Additional Required Documentation and Information 12-14 Section 7 – Designation of Accountant 15 Section 8 – Required Organizational Documents and Language Samples / References 16 NYSE and NYSE American Equities Membership Application - October 2019 1 APPLICATION PROCESS Filing Requirements Prior to submitting the Application for New York Stock Exchange LLC (“NYSE”) and/or NYSE American LLC (“NYSE American”) membership, an Applicant Firm must file a Uniform Application for Broker-Dealer Registration (Form BD) with the Securities and Exchange Commission and register with the FINRA Central Registration Depository (“Web CRD®”). Application Submission Applicant Firm must complete and submit all applicable materials addressed within the application as well as the additional required documentation noted in Section 6 of the application. Application and supplemental materials should be sent electronically to [email protected]. Please ensure all attachments are clearly labeled. NYSE Applicant Firm pays one of the below application fees (one-time fee and non-refundable): Clearing Firm $20,000 (Self-Clearing firm or Clears for other firms) Introducing Firm $ 7,500 (All other firms fall within this category) Non-Public Firm $ 2,500 (On-Floor firms and Proprietary firms) Kindly make check payable to “NYSE Market (DE), Inc.” and submit the check with your initial application. -
Appendix 10 Glossary of Terms Related to Venture Capital and Other Private Equity Or Debt Financing
APPENDIX 10 GLOSSARY OF TERMS RELATED TO VENTURE CAPITAL AND OTHER PRIVATE EQUITY OR DEBT FINANCING 401(K) Plan: A type of qualified retirement plan in which employees make salary-reduced, pre-tax contributions to an employee trust. In many cases, the employer will match employee contributions up to a specified level. - A - Accredited Investor: Rule 501 of the SEC regulations defines an individual accredited investor as: “Any natural person whose individual net worth or joint net worth with that person’s spouse at the time of his purchase exceeds $1,000,000”; OR “Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.” For the complete definition of “accredited investor,” see the SEC web site. Accrued Interest: The interest due on preferred stock or a bond since the last interest payment was made. ACRS: Accelerated Cost Recovery System. The IRS-approved method of calculating depreciation expense for tax purposes. Also known as Accelerated Depreciation. ADR: American Depositary Receipt (ADRs). A security issued by a U.S. bank in place of the foreign shares held in trust by that bank, thereby facilitating the trading of foreign shares in U.S. markets. Advisory Board: A group of external advisors to a private equity group or portfolio company. Advice provided varies from overall strategy to portfolio valuation. Less formal than a Board of Directors. -
ESG Considerations for Securitized Fixed Income Notes
ESG Considerations for Securitized Fixed Neil Hohmann, PhD Managing Director Income Notes Head of Structured Products BBH Investment Management [email protected] +1.212.493.8017 Executive Summary Securitized assets make up over a quarter of the U.S. corporations since 2010, we find median price declines fixed income markets,1 yet assessments of environmental, for equity of those companies of -16%, and -3% median social, and governance (ESG) risks related to this sizable declines for their corporate bonds.3 Yet, the median price segment of the bond market are notably lacking. decline for securitized notes during these periods is 0% – securitized notes are as likely to climb in price as they are The purpose of this study is to bring securitized notes to fall in price, through these incidents. This should not be squarely into the realm of responsible investing through the surprising – securitizations are designed to insulate inves- development of a specialized ESG evaluation framework tors from corporate distress. They have a senior security for securitizations. To date, securitization has been notably interest in collateral, ring-fenced legal structures and absent from responsible investing discussions, probably further structural protections – all of which limit their owing to the variety of securitization types, their structural linkage to the originating company. However, we find that complexities and limited knowledge of the sector. Manag- a few securitization asset types, including whole business ers seem to either exclude securitizations from ESG securitizations and RMBS, can still bear substantial ESG assessment or lump them into their corporate exposures. risk. A specialized framework for securitizations is needed. -
Regulatory Notice 16-08
Regulatory Notice 16-08 Contingency Offerings February 2016 Private Placements and Public Offerings Subject Notice Type to a Contingency 00 Guidance Executive Summary Suggested Routing FINRA’s review of securities offering documents has revealed instances 00 Compliance in which broker-dealers have not complied with the contingency offering 00 Corporate Finance requirements of Rules 10b-9 and 15c2-4 under the Securities Exchange Act of 00 Legal 1934 (SEA). FINRA is publishing this Notice to provide guidance regarding the 00 Registered Representatives requirements of SEA Rules 10b-9 and 15c2-4 and to remind broker-dealers 00 Senior Management of their responsibility to have procedures reasonably designed to achieve 00 compliance with these rules. 1 Syndicate 00 Underwriting Questions regarding this Notice should be directed to: 00 Joseph E. Price, Senior Vice President, Corporate Financing/Advertising Key Topics Regulation, at (240) 386-4623 or [email protected]; 00 Bona Fide Purchases 00 00 Paul Mathews, Vice President, Corporate Financing, at (240) 386-4639 Contingency Offerings or [email protected]; or 00 Escrow 00 00 Josh Bandes, Senior Investigator, Corporate Financing, at (240) 386-5431 Net Capital or [email protected]. 00 Underwriting Background & Discussion Referenced Rules & Notices 00 Broker-dealers that participate in best efforts public and private securities FINRA Rule 2010 offerings that have a contingency (i.e., an underlying condition or qualification 00 Notice to Members 84-7 that must take place by a specified date prior to the issuer taking possession 00 Notice to Members 84-64 of the offering proceeds) must safeguard investors’ funds they receive until 00 Notice to Members 87-61 the contingency is satisfied. -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Direct Versus Derivative and the Law of Limited Liability Companies Daniel S
Mitchell Hamline School of Law Mitchell Hamline Open Access Faculty Scholarship 2006 Direct Versus Derivative and the Law of Limited Liability Companies Daniel S. Kleinberger Mitchell Hamline School of Law, [email protected] Publication Information 58 Baylor Law Review 63 (2006) Repository Citation Kleinberger, Daniel S., "Direct Versus Derivative and the Law of Limited Liability Companies" (2006). Faculty Scholarship. Paper 233. http://open.mitchellhamline.edu/facsch/233 This Article is brought to you for free and open access by Mitchell Hamline Open Access. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Mitchell Hamline Open Access. For more information, please contact [email protected]. Direct Versus Derivative and the Law of Limited Liability Companies Abstract The yh brid nature of limited liability companies causes us to re-invent, or at least re-examine, many doctrinal wheels. This Article will reexamine one of the most practical of those wheels-the distinction between direct and derivative claims in the context of a closely-held limited liability company. Case law concerning the direct/derivative distinction is still overwhelmingly from the law of corporations, although LLC cases are now being reported with some frequency. LLC cases routinely analogize to, or borrow from, the corporate law. This Article encompasses that law, analyzes LLC developments, and argues that courts should (i) avoid the "special injury" rule, (ii) embrace the "direct harm" approach, and (iii) engraft ot the direct harm approach an exception applicable when those in control of a limited liability company harm the company with the "purpose and effect" of injuring a particular member. -
Registration Statement Under Securities Act of 1933
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0065 Washington, D.C. 20549 Expires: October 31, 2021 Estimated average burden FORM S-1 hours per response ............653.54 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. -
Class Action Complaint
1 Laurence M. Rosen, Esq. (SBN 219683) THE ROSEN LAW FIRM, P.A. 2 FI fL tE B 355 South Grand Avenue, Suite 2450 . AN MATEO COUNTY Los Angeles, CA 90071 3 Telephone: (213) 785-2610 4 Facsimile: (213) 226-4684 Email: [email protected] 5 SARRAF GENTILE LLP 6 Ronen Sarraf . Joseph Gentile 7 14 Bond Street, Suite 212 8 Great Neck, New York (516) 699-8890 9 Attorneys for Plaintiffs 10 11 SUPERIOR COURT OF THE STATE OF CALIFORNIA 12 COUNTY OF SAN MATEO 18 e , v8 2 2 ~ 8 m 13 ~----------- OHNNY HOSEY and GEORGE SHILLIARE, ) Case No.: _______ -< 14 ndividually and on behalf of all others similarly ) 'T1 ituated, ) )> 15 ) CLASS ACTION COMPLAINT )< Plaintiffs, ) 16 ) s. ) 17 I I ) RICHARD 9,osTOLO, MIKE.,,PUPTA, LUCA ) DEMAND FOR JURY TRIAL 18 BARATTA, JACK DORSEY, BETER ) CHERNIN, :PETER CURRIE(I>ETER" ) 19 FENTON,1)AVIDROSENBLATT:'EVAN / ) ) 20 WJLLIAMS, GOLDMAN, SACHS & CO., -'/ ) MORGAN STANLEY & CO. LkC, J.P. 1/ I ) 21 MORGAN SECURITIES LLC,"TWITTER, ) /1~-CIV0;228 ... INC., MERRILL LYNCH, PIERCE, FENNER ) I CMP i Complaint Filed 22 & SMITH INCORPORATElt), DEUTSCHE ) BANK SECURITIES INC./ALLEN & ) 23 COMPANY LLC, and CODE ADVISORS LLC, ) ) ; 1i1111111111111111111rnm1 ~ 24 ) 25 26 27 28 COMPLAINT Plaintiffs Johnny Hosey ("Hosey") and George Shilliare ("Shilliare")( collectively 2 "Plaintiffs") make the following allegations, individually and on behalf of all others similarly 3 situated, based upon the investigation by Plaintiffs' counsel, which included among other things, an 4 analysis of publicly available news articles, reports, corporate webcasts with analysts, public filings 5 made with the Securities and Exchange Commission ("SEC"), and securities analysts' reports about 6 Twitter, Inc. -
Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes?
Vanderbilt Law Review Volume 42 Issue 2 Issue 2 - March 1989 Article 6 3-1989 Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes? Tracy A. Powell Follow this and additional works at: https://scholarship.law.vanderbilt.edu/vlr Part of the Securities Law Commons Recommended Citation Tracy A. Powell, Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes?, 42 Vanderbilt Law Review 579 (1989) Available at: https://scholarship.law.vanderbilt.edu/vlr/vol42/iss2/6 This Note is brought to you for free and open access by Scholarship@Vanderbilt Law. It has been accepted for inclusion in Vanderbilt Law Review by an authorized editor of Scholarship@Vanderbilt Law. For more information, please contact [email protected]. Stock in a Closely Held Corporation: Is It a Security for Uniform Commercial Code Purposes? I. INTRODUCTION ........................................ 579 II. JUDICIAL DECISIONS ................................... 582 A. The Blasingame Decision ......................... 582 B. Article 8 Generally .............................. 584 C. Cases Deciding Close Stock is Not a Security ...... 586 D. Cases Deciding Close Stock is a Security .......... 590 E. Problem Areas Created by a Decision that Close Stock is Not a Security .......................... 595 III. STATUTORY ANALYSIS .................................. 598 A. Statutory History ................................ 598 B. Official Comments to the U.C.C. .................. 599 1. In G eneral .................................. 599 2. Official Comments to Article 8 ................ 601 3. Interpreting the U.C.C. as a Whole ........... 603 IV. CONCLUSION .......................................... 605 I. INTRODUCTION The term security has many applications. No application, however, is more important than when an interest owned or traded is determined to be within the legal definition of security.