Market Structure and Participants
Key players in the U.S. securities industry and what each one does.
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Questions Covered in This Set
12 cards to master
Issuer
An entity that creates and sells securities to raise capital (corporations, U.S. Treasury, municipalities, investment companies). Receives proceeds only in the primary market.
Which issuers can issue debt but never equity?
The U.S. government and municipalities — there is no stock in a city or the Treasury.
Broker (agent) role of a broker-dealer
Executes trades for customers, never owns the security, and is paid a commission.
Dealer (principal) role of a broker-dealer
Trades from its own inventory for its own account; compensated by a markup/markdown or the bid-ask spread.
Market maker
A dealer that continuously quotes both a bid and an ask in a security, standing ready to buy and sell.
Carrying/clearing firm vs. introducing firm
A carrying/clearing firm holds customer cash and securities and self-clears; an introducing firm takes orders but pushes execution, custody, and bookkeeping to a clearing firm (fully disclosed clearing).
Prime broker
Provides consolidated custody, financing, and reporting to hedge funds that execute trades with multiple firms.
Investment adviser standard vs. broker-dealer standard
IAs owe a fiduciary duty (client first at all times); BD registered reps are held to Regulation Best Interest at the time a recommendation is made.
Investment adviser registration thresholds
Generally SEC registration if AUM is $110 million or more; state registration if smaller (Investment Advisers Act of 1940).
Transfer agent duties
Hired by the issuer to maintain records of security owners, issue/cancel certificates, distribute dividends and interest, handle lost certificates, and send proxies.
Registrar
Audits the transfer agent, ensuring shares outstanding match shares authorized/issued.
DTCC, NSCC, and DTC
DTCC is the clearing agency; NSCC handles clearing of trades and DTC serves as the central securities depository.