will be made in the company’s securities. Private Placement is when a firm sellsits own securities to a financial institution such as an insurance company, apension fund, or a mutual fund or it engages an investment banker to find aninstitution willing to buy a large block of stock or bonds. Most privateplacements involve bonds, not common stock. Investment Banker – on some largeissues, the investment banker does not underwrite it alone, instead forms asyndicate. The larger the offering, usually the larger the participants involved.Glass Stegal Act of 1930 prevents U.S. banks from acting as investment bankers.Firms that are part of syndicate are usually listed on Tombstone advertisement.How much each firm has underwritten is contained in the prospectus – an in depthdocument published by lead managing underwriter. Investment bankers agree topurchase new security at a discount from the public price and sell their allottedshares. Depending on what price shares actually sell at determines whatunderwriters make or lose. Brining private companies public for the first time iscalled an initial public offering (IPO) and distribution costs to the sellingcompany are higher than offerings of additional stock by companies that arealready public. SECONDARY MARKETS: once investment banker or Federal Reserve forU.S. government securities has sold a new issue, it trades on the secondary marketthat provides liquidity, efficiency, continuity and competition. OrganizedExchanges fulfill need for a central location where trading occurs between buyersand sellers. Either national (NYSE or AMEX) or regional (Chicago, Cincinnati,Philadelphia & Boston, Pacific Coast Exchange in San Francisco and Los Angeles).Dual trading is when securities (90%) trade on Pacific and Chicago exchange andare listed on NYSE. Exchanges have a central trading location where securitiesare bought and sold in an auction market by brokers acting as agents for thebuyers and sellers. Stocks usually trade at the various trading posts on thefloor of the exchanges. Brokers are registered members of the exchanges.Consolidated ticker tape instituted on June 16, 1975, allowed brokers on the floorof one exchange to see prices of transactions on other exchanges in the duallylisted stocks. Transactions made at different exchanges are displayed on thistape. This keeps composite price data more efficient and prices more competitivebetween exchanges at all times. Listing Requirements for Firms: (1) demonstratedearning power under competitive conditions of 2M for two previous years and 2.5Mfor most recent year-all three years profitable, (2) net tangible assets of 40M,(3) market value of publicly held shares currently=40M, (4) 1.1M common sharespublicly held, (5) either 2,000 holders of 100 shares or more or 2,200 totalstockholders together with average monthly trading volume for most recent sixmonths of 100,000 shares. Delisting – NYSE removes security from trading when itfails to meet certain criteria. NYSE has 1,366 members who have seats which maybe leased or sold with approval of the NYSE. The price of seats fluctuates goingup with the bull and down with the bear from $35,000 in 1977 to 2.2M in 1998.Members owning seats can be divided into five categories: (1) commission broker –represents commission houses like Merrill Lynch and execute orders on the floorof the exchange for their customers. (2) floor brokers – registered to trade onthe floor but not employees of a member firm. They help commission brokers whenthey are busy and they own their own seats and charge a small fee for theirservices. (3) registered traders – own their own seats and are not associatedwith member firms. They are registered to trade on their own account and do so toearn a profit. (4) odd-lot dealers – dealers own their own inventory and buy andsell for their own accounts. (5) specialists – ¼ of total membership – each stocktraded has a specialist assigned to it, with each specialist responsible for morethan one stock. First they must handle any special orders that commission brokersor floor brokers might give, and second is to maintain continuous, liquid andorderly markets in their assigned stocks, and finally to stabilize the market byguying and selling from their own accounts against the prevailing trend. SuperDot allows NYSE members to electronically transmit all market and limit ordersdirectly to the specialist. Electronic Book – database that covers stocks listedon NYSE and keeps track of limit and market orders for the specialist. Other
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