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80 The Stock Market publications, like the Wall Street Journal, the Financial Times, and Barron’s, provide information on trading in these instruments. SINGLE STOCK FUTURES CONTRACTS A very recent addition to the family of stock derivatives in the United States is the single-stock futures contract. As the name suggests, this futures contract calls for delivery of an individual stock instead of a basket of stocks that comprise some index. For example, an investor who wants to buy Dell stock in six months’ time could do so by buying (going long) a single Dell stock futures contract. Recently, a new futures exchange called OneChicago began trading single stock futures contracts. These contracts call for delivery of 100 shares of the particular underlying stock, with delivery dates generally set for a few months in the future. The margin for these contracts is 20 percent of the notional value of the futures contract, where the notional value is essentially 100 times the individual stock price. OneChicago lists numerous individual stocks for which a futures position can be established, but the contract is really too new to say whether or not it is going to be used much by the investment community. Nonetheless, the single stock futures contract is likely to be a significant financial innovation in today’s financial market. OPTIONS CONTRACTS Another important financial derivative for the stock market comes in the broad class of derivatives known as option contracts. Unlike a futures contract, which obligates both sides of the contract to either take or make delivery of the underlying asset at a future date, an options contract obligates only one party to act, giving the other party the option to do something. A long position in an option contract (the party buying an option contract) is the party given the option to act. They get the option that they will never exercise unless it is to their advantage for a price. The price of the option is referred to as the premium. The buyer of an option obligates the counter party (the seller) to do something. The seller of the option contract is referred to as either the writer of the option or the short position in the option. The term premium is used to describe the price of an option. It also is the term used in the insurance industry to describe what a buyer of an insurance policy must pay. The same term is used in both contexts, because the buyer of an option contract can also be viewed as someone buying a certain type of insurance to protect them against financial loss. Buyers of option contracts are buying financial insurance; the seller of the option contract is the party providing it. Recent Innovations in Stocks and Stock Markets 81 There are two different types of option contracts in the financial world. First, there are option contracts referred to as call options. Call options allow the buyer the option of the right to buy something at a preagreed upon price. Second, there are option contracts referred to as put options. A put option grants the buyer the option of the right to sell something at a preagreed upon price. Let us first consider the call option in more detail. The seller of the call option is the party obligated to sell at the preagreed upon selling price, known as the exercise price. Consider a call option contract that allows the buyer to purchase 100 shares of Boeing stock at $95 a share. Assume that Boeing stock is currently trading at $90 per share. The buyer of the option contract can buy Boeing stock at $95 a share from the writer of the option anytime prior to the date the contract is said to expire, referred to as the expiration date. Of course, at today’s stock price ($90), the buyer of the option would be foolish to exercise the option, since they could buy the stock cheaper in the market. In this case the buyer would not pay much per share for this option contract, surely less than $5 per share. This might change if the expiration date is far in the future, but most option contracts have expiration dates only a couple of months out. Why would someone be willing to pay for a call option of this type where the exercise price is above the current market price? Referred to as an out-of the-money option contract, it just does not make sense for the owner to exercise the option today. The answer is that an investor could view this option as an insurance policy against the stock’s price increasing sharply in the future. Suppose an investor knows that $10,000 was coming their way in three months and that they will invest it in Boeing stock when received. The investor faces the risk that the price of Boeing stock increasing sharply between now and the time the money arrives. To insure against this occurrence damaging the investment return, the investor could buy a call option that allows them to buy Boeing stock at $95 per share. If something happened to drive the price of Boeing stock up sharply, say to $103, the buyer of the option would be happy that they had bought the call option. So, even an outof-the-money call option has value to investors by offering insurance against certain possible events, in this case an increase in the rising stock price. In addition to out-of-the-money option just described, there are in-themoney options. In-the-money call options have an exercise price that is below the stock’s current market price. For example, if once again today’s Boeing stock price is $90 and the call option had an exercise price of $88, this would be an in-the-money call option. In this case, ignoring the premium of the option, it would pay the long position to go ahead and exercise the option today. But as long as the option has an expiration date beyond today, the 82 The Stock Market option will have a premium above the $2 difference in price. Thus, the holder of the option would probably wait until the expiration date to exercise the option contract. Finally, there are at-the-money option contracts. An at-themoney call option has an exercise price that is identical to the market price for the stock. Buyers of call options on common stock take a certain position because it offers them insurance against price increases that they could not take advantage of themselves. Why would someone write a call option, or be the party obligated to sell the stock? The answer is similar to what we see in the insurance industry: firms are willing to provide insurance for the premium they receive. This is the same situation with call options. The writer, or the short position in a call option, gets the premium regardless of what happens in the future. The best case for the writer of a call option is that the option is never exercised. In this case, the writer of the option is never obligated to do anything at all since the option is never exercised: They just keep the premium when the option is unexercised. This is similar to the premium kept by your automobile insurance company when you do not have any accidents that require them to pay for repairs. Of course, the writer of the call option does bear the risk; in this case that the stock price will rise sharply in the market and they will have to provide the stock at a price below what it is currently selling for. The writer of a call option generally believes, however, that they are being compensated for bearing the risk that the underlying stock price might rise sharply. Consider the other type of option contract, the put option. In the case of a put option the buyer of the option contract has the option to sell the underlying asset back to the writer of the option at a preagreed upon price (the exercise price). The seller or writer of the put option accepts the obligation for the premium that is given to them for the option contract. Buyers of option contracts are buying insurance, but in this case they are trying to protect themselves against falling prices of underlying common stock. Suppose you own 100 shares of General Electric (GE), currently trading at $34.10 per share. This investment is earmarked to pay for one of your children’s college tuition next semester. So you don’t want to lose all your investment, but you know that this is possible. Remember what happened to Enron stockholders? At the same time you don’t want to sell the stock because you don’t want to forgo the opportunity of financial gain if the stock price rises in the future. In this situation you really need some downside protection. You want to be free to take advantage of the upside, but you do not want to live with the consequences of the stock price falling. With a put option contract, you have the ability to buy such protection. For example, suppose there were a put option available with an exercise price of $30.00 per share and an expiration Recent Innovations in Stocks and Stock Markets 83 date three months off. To buy this option you would have to pay the writer of the option a premium, but with the option you would have limited your maximum loss, ignoring the premium, to $410 [($34.10 $30.00)  100]. Thus, if the share price of GE fell to $27.74 immediately, you could exercise your option and force the writer to buy your stock at the exercise price of $30. For many investors, especially those with much of their wealth tied up in one or a few stocks and thus lacking the benefit of diversification, the cost of a put option is well worth the expense. They allow investors to ‘‘sleep a little more comfortably’’ knowing that they have some downside protection. Put options contracts allow investors to better manage their risks. Those who own stocks and do not want to bear all the risk this ownership entails can reduce this risk by buying put option contracts. On the other hand, parties who want to take on more risk (and potentially greater returns) can easily do so by writing or selling put options. It should be noted that in addition to option contracts on individual common stocks as just described, the Chicago Board of Options Exchange (CBOE) also trades options on stock indexes. SUMMARY Recent financial innovations in the United States have greatly enhanced the ways in which investors can invest in common stock. Mutual funds today are the ‘‘bread and butter’’ of investing for many. Rather than directly owning stocks, investors often own many different common stocks indirectly through mutual funds. There also are many new intermediaries that provide investment vehicles for investors. Hedge funds and exchange-traded funds are two of the more recent examples appearing on the financial landscape. Each allows investors to have an indirect stake in common stock. In addition, ADRs make it possible for U.S. investors to take a financial stake in foreign owned businesses without converting dollars into a foreign currency or worrying about transacting in foreign stock exchanges. Other financial innovations that allow investors the opportunity to better manage their financial risks have come in the form of derivative instruments, such as futures and options contracts. For investors who seek to reduce their financial risks, these derivatives can be quite valuable. Of course, for the individuals seeking to reduce their financial risks with these derivatives, there must be someone out there willing to bear this risk. Six Regulation of the Stock Market A complete review of the existing regulatory framework and the changes that have occurred throughout the history of the U.S. stock market would take us far beyond the scope of this book. Still, there are key regulations and regulatory bodies that merit attention. Before looking at specific regulations, it is useful to understand why securities markets are regulated at all. EXPLAINING REGULATION It is common for stock exchanges to self-regulate. The New York Stock Exchange (NYSE), for instance, has a set of rules and regulations that its members must abide by. The same is true for the London Stock Exchange and the Hong Kong Stock Exchange. In each instance, an exchange-specific oversight body can levy penalties on brokers and dealers who do not follow the rules of the exchange. The NYSE registers with the Securities and Exchange Commission (SEC) and is, therefore, subject to SEC oversight. (The role of the SEC is explained in greater detail later in this chapter.) Because of its registration with the SEC, the NYSE must agree to maintain a set of rules by which it regulates member activities. These rules have evolved over the past 200 years of trading activity. They often deal with how investors are treated and how the exchange will discipline brokers and dealers who violate the rules. For example, in the NYSE rules it states that ‘‘The Exchange may examine into the business conduct and financial condition of members, allied members, member organizations, employees of member organizations, approved persons and other broker-dealers that choose to be regulated by the Exchange.’’ At another point the rules state that ‘‘The Exchange shall have jurisdiction over any and all 86 The Stock Market other functions of its members . . . in order for the Exchange to comply with its statutory obligation as a Self Regulated Organization.’’ The basic idea is that if a firm wishes to be an active member of the NYSE, it must abide by the rules. Failure to do so could lead the exchange to sanction the firm, an imposition of monetary penalties or even legal actions by the SEC. Beyond self-imposed rules, why do governments establish broader constraints on the activity of securities markets? A look at government regulations suggests that the primary goal is to maintain some fairness in how the game is played. Among others, Allen and Herring note that this is much different than the approach taken to regulating other participants in the financial markets, such as banks. Bank regulation usually involves prohibiting the activity of individual banks.1 It is not so much that governmental regulators fear the collapse of a single bank as much as they fear that a bank’s collapse may lead other banks to fail as well. In the language of bank regulation, they want to reduce systemic risk. Because a bank’s assets and liabilities are matched in a unique way—banks only hold a small fraction of their liabilities (individual’s checking accounts, for instance)—a spreading fear that banks are becoming less likely to remit deposits means that rational depositors will begin to withdraw funds before it is too late. This is the classic notion of a bank run. If everyone takes this attitude, customers’ demand for funds swamps the bank’s ability to satisfy the requests. Multiply this across many banks and you have systemic risk, or a contagion. When the central bank steps in to meet the demands of the depositors by infusing additional funds into the banking system, it is attempting to restore confidence in the banking system and allay any fears of potential loss. Deposit insurance represents another method by which the government attempts to calm the fears of depositors that their bank may close and their deposits disappear. Regulating securities markets is different. For stock markets, it is not so much that the government wishes to prevent a single firm (say, stock broker) from bankruptcy as it is trying to influence the efficiency of the market. One of the key aspects of regulating the securities industry is to reduce asymmetric information between investors and dealers/brokers. For example, when someone buys the stock of a company, what power do they have to compel the company to supply detailed financial and business information? While large investors may have such power, most investors do not. This means that firms have an informational advantage that they may abuse. The most obvious misuse of this information is misreporting earnings to push stock prices higher. Stating earnings to be higher than expected (or than they actually are) raises a firm’s stock price and, for those who hold it, gives them the unfair Regulation of the Stock Market 87 gain if they sell at the higher price. After those with inside information sell, the true earnings can be released and the stock price reacts accordingly (falls). Indeed, even though there is regulation against such practices, it still occurs: The most recent and notorious example is the Enron debacle. Regulating the stock market has evolved partly into regulating the flow of information pertinent to making a well-informed investment decision. Unscrupulous traders cannot take advantage of unsophisticated investors. Investment information provided must follow certain standardized guidelines and the use of information not available to the general public—insider information—is not permitted. This latter aspect means that those with better information cannot take advantage of or profit from those without it. Interestingly, it was not until the 1990s that regulations against insider trading were imposed by foreign stock exchanges. The adoption of the Insider Trading Directive by the European Union in 1989 reflects an attempt to discourage such behavior on a broad scale. The Directive called on all member governments of the Union to outlaw insider trading activities in their securities markets. What is surprising is the amount of opposition from member governments there was to the Directive’s passage. Even though such laws have existed in the United States for over a half-century, it was not until the Directive was passed that governments such as Germany and Italy contemplated imposing such trading restrictions. Finally, an objective of regulating securities markets is to increase its informational efficiency. Allen and Herring suggest that since stock markets reflect decisions made by individuals using information, any regulation that increases the reliability of that information or reduces the cost in acquiring such reliable information will improve the efficiency of the market to set prices that accurately signal the underlying value of the firm.2 Actions that reduce such efficiency—insider trading is one example—mean that stock prices do not properly reflect changes in the underlying values (the so-called fundamentals) of the firm. The bottom line is that if information in the market is not trustworthy because it is being manipulated by certain groups only to enrich themselves at others’ expense, then investors may decide that the risk of investing is too great and withdraw their funds. If the overall level of investment activity is adversely affected, a key role of the stock market is thwarted and financial capital is not allocated as efficiently as possible. With this background, how have regulations of the stock market developed in the United States? Significant regulatory changes seem to occur following significant events: A financial crisis is often times the trigger that brings change in regulation. This idea is a simple and informative approach 88 The Stock Market that ties in with the previous discussion (Chapter Two) of how the stock market developed. Even though an outcome from the Panic of 1907 was the formation of the Federal Reserve System—not an insignificant result—it did not lead to substantial changes in how the stock market and its brokers and dealers operate. Consequently, the focus is on regulatory change stemming from the crashes of 1929, 1987, and 2000. REGULATORY CHANGES IN THE WAKE OF 1929 There were legislative attempts to reign in what some perceived as uncontrolled capitalism during the early part of the 20th century. A short list includes the ‘‘blue sky laws’’ passed by the Kansas legislature in 1911, the Transportation Act of 1920, and the Federal Water Power Act of 1920. Each affected stock trading, but not to the same magnitude as the laws passed in the 1930s. Indeed, it was the Crash of 1929 and the Great Depression that brought many to believe that unregulated capitalism was unstable. That is, left to its own devices, the dynamics of capitalism will generate booms and busts, both in economic activity and in the financial markets. Since the markets and exchanges were largely self-regulated, any move to impose a blanket of federal government oversight of the securities markets ‘‘marked the end of the era of free enterprise capitalism and the beginning of the period of controlled capitalism.’’3 This change stemmed from several major pieces of legislation passed following the election of Franklin Delano Roosevelt to the White House. Following the 1929 crash it became increasingly clear that the stock market was subject to manipulation by large traders and company owners. Attempts to corner the market or manipulate stock were not unknown before the crash, and many believed that the events of 1929 simply repeated history. Beginning in 1933, the Senate Committee on Banking and Currency opened its investigation into the activities of the U.S. financial industry. The main objective of the investigation, which lasted seventeen months, was to root out causes of fraud and abuse, and to establish rules to improve the operation of both the securities markets and the banking system. The Senate investigation became known as the Pecora investigation after the committee’s chief examiner, Ferdinand Pecora. The committee summoned the biggest names on Wall Street and in banking to appear and to explain what had happened. After months of presentations, testimony, and reports, the committee made numerous recommendations. These recommendations were quickly converted into new laws that greatly affected the workings of the finance industry. Indeed, these laws provide the framework of rules and procedures that still determine how the stock market works. Regulation of the Stock Market 89 THE BANKING ACT OF 1933 A key piece of legislation derived from the Pecora investigations is the Banking Act of 1933, commonly referred to as Glass-Steagall after its cosponsors. The Act separated commercial and investment banking by requiring commercial banks to divest themselves of their investment affiliates. The underlying rationale was that commercial banks in the 1920s used depositors’ money to invest in the stock market. The widely held notion was that many banks were connected to the stock market through such investments. When the market crashed, it was argued, the commercial banking system was adversely affected—banks failed because of their investment losses—and this exacerbated the rate of bank failures and, in turn, the economic downturn. Separating banking from the stock market would remove that source of risk. Glass-Steagall was an attempt to insulate banking from the vagaries of the stock market. This act also created the Federal Deposit Insurance Corporation (FDIC) and instituted Regulation Q, which prohibited banks from paying explicit interest on checking accounts. (This latter regulation was overturned in 1980.) Whether commercial bank activity in the stock market actually increased their risk of failure is open to debate. Current research indicates that trading in securities did not make banks more susceptible to failure. The fact is that only a small fraction of banks had large security operations and failed in the 1930 to 1933 period. In contrast, more than twenty-five percent of all national banks failed. Arguably, having an investment affiliate was not a good predictor of whether a bank would fail or remain open. But public opinion and political inertia required new laws to protect depositors. Good or bad, this act created the framework of the banking industry for the next halfcentury. Not only did the Banking Act of 1933 force banks to divest often-times profitable components, but an unintended consequence was that it probably led to increased concentration in investment banking. Because of GlassSteagall, the investment banking giants of First Boston Corporation, Morgan Stanley & Company, Drexel & Company, and Smith Barney & Company, to name a few, arose. These firms, along with the old-line investment houses of Kuhn, Loeb, and Lehman, controlled the lion’s share of the investment banking business. Indeed, between 1934 and 1937, 57 percent of the new securities registered through the fledgling SEC were handled by the top six underwriter firms. The concentration in the bond market was equally great.4 While the Banking Act of 1933 aimed at protecting commercial bank customers from risk, it also prevented banks from diversifying and increased the market power of investment banks.