Tagged: SEC

Constant Change

The SEC wants to save the little guy. Again. 

A number of you alert readers sent me this story (WSJ registration required but there are similar versions) about the Gensler SEC weighing changes to how trades from retail brokerages are handled.

For those new to market structure, the SEC has a long history of adding complexity to the stock market in the name of helping retail money that ends up instead aiding computerized traders and stock exchanges.

Would that we had less noise and more substance! But we need to first understand the problem. It’s that the stock market is full of tiny trades, and not that retail traders are getting hurt.

Meanwhile, this photo is not of market structure.  Normally in early June – for the bulk of my adult life – I’d be at the NIRI Annual Conference circulating with colleagues.

Photo by Tim and Karen Quast, Jackson Hole, June 2022.

I’d have to count to know for sure, but for most of the past 27 years I’ve been there.  We took a break and this year we’re in Jackson Hole, WY, and other spots in a big loop through WY and MT seeing the west (I’m writing Tuesday night in Billings).

We were in Yellowstone much of Monday covering more than ten miles afoot, riveted by the constancy of change in nature.  Some of it is predictable, like Old Faithful and the Grand Geyser (footage here).

A lot of it isn’t.  And you can’t manage it or direct it.

The point?

Stuff constantly changes.  It’s the most inerrant feature of nature. Change is integral to human nature, which animates the stock market.

Regulators are possessed of that same nature yet want to cast the market like pewter.  Create a model and force every free-moving thing to conform.

It’s most certainly not that SEC chair Gary Gensler is smarter than millions of self-interested participants.  No, regulators want to make a mark, the same as anybody else. 

Pharaohs in Egypt hoped for immortality through pyramids.  Carnegie built libraries.  You can go to Newport and see the edifices of the rich, built to last long beyond the builders.

As ever, I have a point about the stock market. The preceding SEC administration under Jay Clayton revamped the rules, too.

I discussed their final proposed rule, Regulation National Market System II – which I called Reg Nemesis II (see what I wrote about Reg Nemesis I here) – with SEC head of Trading and Markets Brett Redfearn, who described it to the NIRI board at our request.

That rule considered many of the same things Gensler is weighing including redefining the meaning of “round lot,” currently 100 shares regardless of price, to reduce market-fragmentation that harms investors of all kinds.

After all that work, the expended taxpayer resources, the studies and lawsuits and machination, it’s set aside because the new SEC wants to build its own pyramids.   

Okay, Quast, you’ve convinced me everybody wants an ovation. Your point?

The problem is the stock market is stuffed full of tiny trades that devolve purpose from investment to chasing pennies and generating data to sell.

Which in turn is the consequence of rules. I’ve explained before that the SEC’s paramount objective is 100 shares of everything to buy and sell, all the time.

Which is impossible.

I know. I trade.  Trades fragment more at exchanges than in broker-operated markets called dark pools.  Routinely I buy in a chunk in a dark pool and then watch my trades get splintered into 5, 7, 34, 61, shares at exchanges (especially the NYSE).

The exchanges pay traders to set the bid and offer, which snap at my order like piranhas, chopping it into pieces and pricing the market with it.

In Yellowstone, nature takes its course. It’s a marvel, cinematic artistry that takes one’s breath away.  It cannot be and does not need to be directed by humans. We observe it and love it, and it changes.  Some stuff like the Grand Geyser and Old Faithful, follow a clock.  A lot of things don’t.

The same is true of human commerce. The more the few machinate interaction into exceptions and directives and objectives, the less it works.  It should in large part follow its own course, with a clear boardwalk for traipsing through the geysers.

Put another way, rather than merchandising retail trades to build pyramids, we should insist on a single set of standards, no exceptions.  And let the game be played.

There are too many complex rules, too many exceptions.  That’s the real problem.  And so the market lacks the elegance of chance, the beauty of organic and constant change.

Weird

This is weird. 

I’m traveling to an actual business meeting, by aircraft, and I intend to wear a suit.

Illustration 155967106 / Dune © Rolffimages | Dreamstime.com

There are many things in our society that I had considered weird but these two were not among them.  It’s pretty weird seeing Will Smith slap Chris Rock, who took it with aplomb while the Hollywood audience weirdly applauded.

But that’s not what I was thinking about.

Currently among the weirdest – by no means alone – is the divide between what people think is true about the stock market and what actually is. 

Which I suppose makes it somewhat less weird that my suit-wearing face-to-face is with American manufacturing firms in Atlanta at the MAPI conference. That’s the Manufacturers Alliance for Productivity and Innovation.

I’ve been invited to talk about how Passive Investment profoundly shifts the center of gravity for the investor-relations profession, liaison to Wall Street.

Glad to see these companies caring about their stock market.

And it’s not ESG causing the big shift.  Without offense to those advocating the hot ESG zeitgeist gusting globally, it’s yet another way for public companies to do qualitative work turning them into quantitative trading products.

You may not like that characterization. Well, scores are quantitative measures. Score something, and somebody will trade that score against another – exactly the way sports athletes are, or wine-rankings are, or restaurants on Open Table are.

Long-only investment is qualitative, like writing an essay.

Well, get this.  Active Investment is almost 50% higher in SPY, the S&P 500 ETF, than it is on average in stocks actually comprising the S&P 500.

Public companies, it means stock-pickers invest more in SPY than in the fundamentals of individual stocks. That is a statistical and irrefutable fact.

The problem isn’t you. The problem is the market. 

SPY has a 50-day average of 1.2 million trades per day, and over $53 billion of daily dollar flow. TSLA alone comes remotely in range at $25 billion, half SPY’s colossus. AAPL is a distant third at $15 billion.

Public companies continue to do ever more to ostensibly satisfy what investors want.  And they’re buying SPY.

If the SEC persists in implementing regulations with no precedent legislation – which will mark a first in American history – soon you’ll face mandatory climate disclosures.

So, from the Securities Act of 1933 implementing reporting rules for public companies, through 2022, the amount of information issuers are required to disgorge has become a sandstorm right out of the movie Dune. 

And investors are just buying SPY.

That should exercise you, public companies.  You bust your behinds delivering financial results, blowing sums of Congressional proportion populating the fruited plain with data.

And investors just buy a derivative, an ETF with no intrinsic value or story or results.

Years ago we studied the SPY data, measuring creations and redemptions and trading volume in the world’s largest ETF. We found that 96% of it was arbitrage – aligning SPY with the basket of 500 stocks it tracks.

But because the amount of Active Investment is significantly greater in SPY than the average one of those 500 stocks, we know stock-pickers well outside the S&P 500 are simply using it as a proxy for bottom-up investing too.

So, what should we do as a capital-markets constituency? 

The first rule of holes is when you’re in one, stop digging.  If we want to dig something in, how about our heels?  The entire contingent of public companies should rise up and tell regulators to pound sand.

That you will no longer comply with any further disclosures until the SEC makes markets more hospitable to the investors we work our fingers to the bone to court.

Because it’s not working. 

Why?

The SEC has overridden the stated purpose of the law that created it – notwithstanding that Congress had no Constitutional authority to regulate financial markets in the first place because the states never delegated it by amendment to federal government – which is to foster free, fair and unimpeded capital markets.

Instead the SEC decreed that the purpose of the market would be a continuous auction. Creating prices. And so investors are forced to own things with enough prices to permit them to get in and out.

For stupidity, it’s right up there with Will Smith slapping Chris Rock.

But we’ve got ourselves to blame. Public companies have not cared enough about the market to even pay attention to how it works. So we have a market that sets vast numbers of prices but impairs investment.

If you want to know how the stock market works, use our Market Structure Analytics for a year.  See what really happens. Then you can fight back. Maybe you’ll be moved to storm the regulatory Bastille and bring an end to this aristocratic crap.

That would be weirdly and wildly and wonderfully beautiful.

Caveat Short Emptor

What’s 218 pages and heavily footnoted? 

No, not an Act of Congress. Federal laws are ten times longer or treated as unserious.

It’s the new SEC proposed short-sale rule.

Illustration 129811007 © | Dreamstime.com

I admit, I was excited. As the sort who read Tolstoy’s War and Peace in high school and in college relished French symbolism and theological exegesis – finding meaning in dense and inscrutable texts – what could be more compelling than an SEC rule proposal?

Well. Hm.

Under the Gensler regime, the SEC has engaged in hyperventilating levels of rulemaking while suppressing discourse. Between Feb 9-Mar 21, 2022, the SEC issued six MAJOR rule proposals.

How the hell can we read them – even me – let alone respond substantively?

Politburos do that.

We want fair markets. I support short-sale disclosure. 

But not at the expense of discussion or at the cost of permitting the SEC to regulate matters over which it has no authority.

Contrary to popular belief at the SEC, it’s not omniscient in our financial pursuits. It exists to reduce the risk of fraud in public equity and fixed-income markets.

It could be argued the Constitution enumerates no such federal authority at all. Whatever the case, if a power enlarges like a prostate, it’s probably cancerous.

Cough, cough.

Back to the short-sale rule. Dodd-Frank legislation after the Financial Crisis – crises always diminish liberty (and seem to thus compound) – directed the SEC to implement short-sale reporting, so investors and public companies would know who’s doing it.

The Fact Sheet for Rule 13f(2), as it’s called, says the principal purpose is to “aid the Commission in reconstructing significant market events and identifying potentially abusive trading practices, including short squeezes.”

Are short squeezes abusive?  I thought the purpose of the Exchange Act that created the SEC was to promote transparent and equitable markets.  Did you know that the compulsory disclosures public companies are making today under forms 10Q and 10K date to 1933 and 1934? You think the market functions anything like it did then?

If you do, you haven’t read Regulation National Market System. I have. I read the Federalist Papers for fun, to hear the mellifluous wonder of the English language.

For those struggling with math, it was 88 years ago. Not the Federalist Papers, the Exchange Act of 1934. Automobiles and electricity weren’t ubiquitous on the fruited plain yet then, let alone cell phones, algorithms, and electronic markets.

Now the SEC is regulating to give itself information, not to give the public information.

Again, I’m for transparency. The proposal says: 

Form SHO would require that institutional money managers file on the Commission’s EDGAR system, on a monthly basis, certain short sale related data, some of which would be aggregated and made public. Certain data, including the identities of such managers and individual short positions, would remain confidential.

Wait, what?

The SEC would get a bunch of data, and the rest of us would see anonymous aggregated meaningless stuff. 

Got that?

Yes, the rule proposes that investment managers report short positions greater than $10 million, or average shorting of 2.5% of outstanding shares monthly.  BUT, not by fund.

It’s anonymous data.

So really, PUBLIC COMPANIES get penalized. Everybody would know which stocks are getting the hell pummeled out of them – but not by who.

What does that promote? Mob behavior.

You have to read what the SEC says. For that matter, you should read what the exchanges say when they file to implement regulations.  It may not be what you think.

And while the SEC will collect more data, the biggest source of shorting in the stock market, the market-making exemption from Reg SHO Rule 203(b)(2), is undaunted.

Yes, brokers will have to report “buy to cover” orders or class them as exempt under the provision above.  What would you do as a broker? Report them or class them exempt?

Let me explain. Brokers will continue to be permitted to short stock without locating it, because the SEC thinks the principal purpose of the stock market is to form PRICES, not CAPITAL.

But they will promote an artifice called “short-sale reporting.”

I’m offended by that. The SEC should be mandating 13F reporting monthly for long and short positions. That the Commission instead wants short positions without names each month and long positions by name 45 days after the end of the quarter is sententious.

Quast, what does that mean? Pompous moralizing.

We don’t have legislative authority to mandate monthly long-reporting, the SEC will say. Hypocrites. The SEC just issued climate-disclosure rules with no legislative authority.

The SEC has forgotten its purpose: Free, fair and transparent markets.

Instead, it’s after power, political agendas. Not truth. By the way, see comments here (and I LOVE Patrick Hammond’s). Let’s add to them.

We should reject that impulse, even if it means waiting longer for a rethinking of 88-year-old disclosure standards.

Cliffside

I took a screenshot yesterday at 2:22pm, on Feb 22, 2022. 

Sign from God? Turning point? Hogwash?

Those are better than most proffered reasons for the stock market’s moves.

Lately it’s been delivering pain. Blame goes to Ukraine, where the Gross Domestic Product of about $155 billion is 40% of Apple’s 2021 revenue. Way under Denver’s $200 billion GDP. A tenth of Russia’s.

Illustration 45324873 © Iqoncept | Dreamstime.com

Ukraine is not destabilizing global stocks. Numbers help us understand things.  The numbers don’t add up, without offense, for Ukraine.

So, why are stocks falling? Answering why is like explaining what causes earthquakes: We understand they’re products of mathematical facts insinuated into our dirt.

Well, mathematical facts shape equity markets too, and the construction emanates from the USA and its 40% share of the total global equity market.

Anybody remember the Flash CrashFlash orders?  Books were written. Investigations convened.  Congressional hearings held.  MSM’s good friend Joe Saluzzi was on CBS 60 Minutes describing how the stock market works.

We seem to have forgotten. 

Now the Department of Justice is probing short-selling.  The SEC is investigating block trades.

For God’s sake.

The block market that should be investigated is the off-market one where Exchange Traded Funds are created in huge, swapped block trades of stock without competition, taxes, or commissions. The SEC is fine with that. Approved it.

The short-selling needing investigating is the market-maker exemption from short-locate rules that powers the stock market.  Academic studies claiming clouds of short-selling around big declines lack comprehension of how the stock market works.

The SEC knows how it works. I doubt the DOJ does. 

Everybody wants to find that volatility springs from nefarious intent. Greedy people. Cheats.

No, it’s the rules. The SEC publishes data on cancelled trades – legal spoofing.  That’s the MIDAS system, built for the SEC by a high-frequency trader.

People have gone to jail for what’s a fundamental fact of market function. The truth is, most orders are cancelled.  How can you parse what’s legal or not when the market is stuffed with behaviors that if separated by label or exemption move from illegal to legal?

Something should be wrong, or not.  Don’t lie. Don’t steal. Don’t cheat.  The Ten Commandments are simple.

When you say, “Don’t cheat – unless you’re a market-maker,” your stock market is already a disaster in the making.  People won’t understand why prices go up or down.

Here’s some math.  The average trade-size in the stock market – shares trading hands at a time – is down more than 50% since 2016.  It dropped 10% just in the past 200 days in the S&P 500.

The average S&P 500 stock trades 100 shares at a time, data ModernIR tracks show. That’s exactly the regulatory minimum for quoting a bid or offer.

Meanwhile, the number of trades daily is up more than 20% from a 200-day average of 40,000 trades daily per S&P 500 component to nearly 50,000 in the last five trading days.

Oh, and roughly 48% of all stock volume the last five days was SHORT (vs about 45% 200-day average).

And the DOJ is investigating short-selling.

Combine stocks and ETFs and 90% of trades are cancelled. Over 90% of all short-selling is sanctioned, exempted market-making – firms making stock up out of thin air to keep all those 100-share trades happening.

The DOJ is searching for a private-sector speck while a beam protrudes from the all-seeing government eye.

Do we want a stock market that gives you 100 shares that might not exist? Or a stock market that reflects reality?  People don’t even know.  You can’t have both.  The SEC simply hasn’t explained to anybody this Hobson’s Choice.

The principal stock buyers and sellers embed their computers in every tradable market on the planet, and all the machines share instant information. They’re 50% of volume. That’s why equities rise and fall in relative global uniformity (not perfectly – there are always asymmetries to exploit).

Machines identify breakdowns in supply and demand and magnify them. Stock exchange IEX made famous by Michael Lewis’s book Flash Boys calls it “crumbling quotes.”  The stock market becomes like California cliffsides.  It…dissolves.

Investigations are wasted time.  Constant scrutiny of headlines and fundamentals for meaning behind the market’s moves is mostly pointless.

I’m not saying nothing matters. But the central tendency, the principal answer, is market structure.

I could also say math signals gains next, and also says stocks are down because momentum died in Jun/Jul 2021. Another story.

There’s just one thing wrong with the stock market.  Its singular purpose is the perpetuation of continuous activity.  When activity hiccups, the market crumbles like a California cliffside.

The rest is confusing busy with productive.

And that’s why if you’re a trader or public company in the stock market, and you don’t spend SOME time understanding how it works, you’re on that cliffside.

Mission SEC

Gamestop wasn’t our fault. 

That’s the conclusion of the Securities Exchange Commission in a 45-page report.  I’m reminded of Gulliver.

Not tiny people with tiny ropes tying down the giant SEC while it slept.  Satire. That the SEC exonerated itself comes as no surprise. Ask the Department of Flooding if it had anything to do with the failure of anti-flooding systems and the answer will be: Nope.

I’ve got just one beef with the SEC in this report, and read on, and you’ll see.  I commend the SEC for saying things like: To understand what transpired in January 2021, it is necessary to understand the market structure within which the events occurred.

We use the phrase “market structure” all the time.  Here, the SEC did.  Coincidence?

Illustration 94594512 / Markets © Idey | Dreamstime.com

Who is the SEC’s audience?  The public, yes. But I’m a market-structure expert. That memo is for market participants, not neophytes. Those who depend on the public equity markets. Such as public companies – who should possess the capacity to understand it (like alert reader Jay D. in New York City did!).

You do it right, public companies.  File your regulatory filings. Tell your superlative story. Meet financial targets, issue your ESG reports, hold your DEI teach-ins, put “sustainable” in everything.

Then your stock soars 500% and you don’t know why. Sure, up 500% is awesome but not knowing why is a condition that should never exist in a free, fair and open market.

Or worse, your stock plunges from $40 to $10 in a day, at the open, even though not a single stockholder sold.  That happened to AVIR yesterday. Sure, bad news on the Covid-19 front. And I can’t say no holder sold.

But isn’t the market supposed to prevent dramatic, reactionary moves in prices? We have a systemwide network of volatility girders instituted by the SEC to prevent midday panic.

Did you know your stock can trade when no holder buys or sells?  We’ll come to that at the end.  It’s how the $50 trillion construct of the US stock market clings together. And why Gamestop happened.

Let’s get to what the SEC said is necessary to understand. I’ll trim it because the memo is 45 pages long – terse for a government missive but I need 800 words for this column.

The SEC says retail trades proceed from a retail broker to somebody else for execution, report to the consolidated tape, and pass on for clearing, which can take up to three days.  Meanwhile in the options market there are a million securities, vastly more than total stocks, where the prices come from brokers and trades settle in two days or less.

How can derivatives change owners before the underlying asset?  Good question.  Unanswered.

And on page 11 of the memo is a painfully discursive paragraph on what traders may do with retail orders.  I’m condensing in Cliff’s Notes fashion: Market-makers may choose to trade with money that’s less sophisticated and avoid what’s more sophisticated, to reduce the risk of loss. And apparently it’s possible to easily segment these orders.

Got that?  I’ll dumb it down one step more, and this is my beef: The SEC is fully aware that some have a huge advantage over others.  Yet the SEC says to begin Section 2.2 that its mission is to “protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.”

Well, how can that be true if some know what others don’t? People have gone to jail for years because they bought and traded on what others don’t know. Here it appears to be happening willy-nilly.

Because the SEC needs an unfair market. The one we have won’t work if it’s fair. There is no other conclusion.

What about Payment for Order Flow, where retail brokers like Robinhood and Schwab sell trades to “wholesale” buyers like Citadel Securities and Two Sigma?

Wholesalers buy things only because they can sell what they buy at a profit.  Period.

The SEC knows it. The SEC knows some have better information than others.  And the SEC knows it exempts firms like Citadel from the short-locate rules under Reg SHO Rule 203(b)(2).

Because the mission of the SEC is to preserve the market. Which can’t hum continuously. Unless it’s gamed. So the SEC pays whomever it must with favors to see that it hums.

Sounds like politics.

As to how Gamestop happened and why no buyers or sellers are needed, see my Meme Stocks presentation.

Traders, you can’t beat the market if you don’t know how it works.  Public companies, we’re wasting time and money doing things that don’t matter.

The starting point is making sure our CEOs and boards know how the market works. We can help you begin this new mission.

Reg Efdy and Thee

The Securities and Exchange Commission is in danger of becoming the Dept of Silly Walks.

Let me explain why I’m calling the SEC Monty Python. And it matters to you, public companies and investors.

Speaking of disclosure: I’m on the NIRI National Ethics Council, and we’re debating this matter.  What I’m saying here is, as usual, my own view.

So back in the go-go late 1990s, “sellside” analysts like Henr

Courtesy Monty Python’s Flying Circus, 1970.

y Blodget and Mary Meeker were the superstars of research. Public companies could be seen groveling at sellside thrones.

And simultaneously, sometimes tens of thousands of retail investors would join a new-fangled communication tool public companies were using, the earnings-call webcast.

And insider-trading was the hottest of buttons for regulators.  They were concerned companies were telling sellside analysts and big institutional investors things before the little guys would hear them.  The disturbing spectacle of the Big Guys getting an edge over the Little Guys.

Nothing smokes the cigar of regulators faster than that.

So in August 2000, the SEC passed Regulation Fair Disclosure requiring public companies not to tell some people stuff that could alter valuation or stock-performance without telling everybody else.

In enacting the rule, the SEC said:  

As reflected in recent publicized reports, many issuers are disclosing important nonpublic information, such as advance warnings of earnings results, to securities analysts or selected institutional investors or both, before making full disclosure of the same information to the general public. Where this has happened, those who were privy to the information beforehand were able to make a profit or avoid a loss at the expense of those kept in the dark.

Step forward to 2021.  The SEC last week brought a Reg FD enforcement against members of the investor-relations team at AT&T for supposed material nonpublic disclosures to analysts and big investors five years ago.

AT&T is contesting these findings in a tartly worded missive.

So now we get to the Ministry of Silly Walks and how it’s dragging its gangly limbs about in comic fashion.  First, if it takes you five years to figure out enforcement is needed, you’ve already made a mockery of the process.

Now, consider the stock market in 2000.  Almost 90% of investment assets were actively managed – overseen by people finding what would set one company apart from another and lead to better investment returns.  And 80% of volume was Active. And market intermediaries like Citadel Securities barely existed.

And in 2000, stocks were not decimalized.  Markets were not connected electronically and forced to share prices and customers and stock-listings so that everything trades everywhere, all the time.

In 2021, about 65% of investment assets are now passively managed using models.  Over $5 trillion in the US alone resides in Exchange Traded Funds (ETFs), stock substitutes backed by cash and securities that trade in place of actual stocks.

And trading machines using lightning-quick techniques from collocating servers right next to the exchanges’ to microwaves and fiberoptics drive over 50% of volume.

And guess where selective disclosures and informational advantages reside now?  You got it.  ETFs.  And Fast Traders.  ETFs know which direction the supply and demand for shares is moving, and they transact off-market with a handful of Authorized Participants in giant blocks called Creation Units.

Imagine if big investors gathered with big companies and traded information in smoky backrooms.  It would at minimum violate Reg FD.  It would no doubt prompt outrage.

So, why is it okay for ETFs and their brokers to do this at the rate of $500 billion per month?  It’s an insurmountable advantage harming non-ETF fund managers.

Second, Fast Traders buy retail stock orders so us little guys can trade for free and in fractional shares.  But Fast Traders can see the limit-order pipeline. Nobody else can.  That’s material nonpublic information, and it permits them to profit at others’ expense.

Why is it okay for the quickest firms to have a first look?  Notice how the operators of big traders own sports teams and $100 million houses?  There’s a reason.  It’s called Informational Advantage.

Third, as I’ve said repeatedly, automated market-makers, a fancy name for parties between buyers and sellers, can short shares without locating them, and they don’t have to square books for more than 30 days.  As we described, it’s how GME went up 1,000%.

Finally, next week indexes and ETFs will have to rebalance, and a raft of options and futures expire. And about ten big banks handle all that stuff – and know which direction it’s going.

A handful have a massive advantage over everybody else – the very thing regulations are meant to prevent. Sure, we get free trading, cheap ETFs and the appearance of liquidity.

But it’s not a fair market – and that’s why this AT&T case is silly.  It’s cognitively dissonant and hypocritical to permit rampant market exploitation while culling a five-year old file from the last regime to score political points.

Reg FD is a quaint relic from a time that no longer exists.  Maybe the SEC should regulate to how the market works now?

Fearless

How does the stock market work?

That’s what somebody was asking at the online forum for my professional association, NIRI.

By the way, the NIRI Annual Conference is underway.  I enjoyed yesterday’s sessions and seeing the faces of my colleagues in the virtual happy hour.  We’ve got two more days.  Come on! We’ll never have another 2020 Covid-19 Pandemic Annual Conference.

So, I’m not knocking the question. The discussion forum is a candid venue where we talk about everything but material nonpublic information.

Investors and traders, how do you think the stock market works?

My profession exists because there are companies with stock trading publicly. Otherwise, there’s no reason to have an investor-relations department, the liaison to Wall Street. IR people better know how the stock market works.

So it gets better. The question that followed was:  What is IR?

Is that infrared? No, “IR” is investor relations. Liaison to Wall Street. Chief intelligence officer. The department that understands the stock market.

So, why is my profession asking how the stock market works? And why, since we’ve been a profession for over a half-century, are we asking ourselves what our job is?

I think it’s because we’re uncertain. Fearful. Grasping for purpose.

We shouldn’t be. The IR job is knowing the story, governance, key drivers in the industry and sector, and how stock-market mechanics affect shareholder value. Internal politics. External rules. Communications best practices.  We are communicators, data analysts.

That’s it.

So how does the stock market work? Section 502 of the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, which became law in May that year, required the SEC to give Congress an answer.

It did, in this 100-page report released in Aug 2020. The government always takes longer to describe things than the private sector.  No profit motive, you know. But still. Do we think the SEC is making stuff up?

They’re not. I’m a market-structure expert. The SEC presents an exceptionally accurate dissection of how the stock market works, the effects of algorithms, the inherent risks in automated markets.

Did you get that, IR people?  The SEC understands the market. Traders do. Investors do. Shouldn’t we?  It’s the whole reason for our jobs.

If you’re offended, apologies. It’s time for our profession to be a little more David, a little less Saul.  A little more huck the stone at Goliath, a little less cower in the tents.  I studied theology, so if my analogy baffles, see the book of I Samuel in the bible, roughly the 17th chapter.

It’s literature for atheists and believers alike. It’s about knowing what you’re doing, fearlessly.

Here’s the stock market in 120 words, boiled down from 100 SEC pages:

There is a bid to buy, an offer to sell. These are set in motion each trading day by computers. The computers reside in New Jersey. Half the daily volume comes from these computers, which want to own nothing and make every trade. The equations computers use are algorithms that buy or sell in response to the availability of shares, and almost half of all volume is short, or borrowed. Stock exchanges pay computerized traders to set prices. About 40% of volume is Passive or model-based investment, and trades tied to derivatives like options. About 10% is buy-and-hold money. The interplay of these behaviors around rules governing stock quotes, trades and data determines shareholder value. And it’s all measurable.  

If you want to see these ideas visually, here they are.  IR people, it’s a mantra.

What do you tell your executives?  They need to hear these 120 words twice per month. Once a week would be better.  Visually. What part of your board report reflects these facts?

“I don’t describe the stock market.”

Oh? Stop fearing. We’ll help. What do those 120 words above look like through the lens of your stock? Ask. We’ll show you.

Let’s stop wondering how the stock market works and what IR is. IR is the gatekeeper between shareholder value and business execution.  Math. Physics. A slung stone. A board slide.

Let’s be IR. Fearless.

Boxes and Lines

 

In the sense that high-speed transmission lines connecting computerized boxes are the stock market, it’s boxes and lines.

Also, stock exchange IEX, the investors exchange, hosts a podcast called Boxes and Lines that’s moderated by co-founder Ronan Ryan and John “JR” Ramsay, IEX’s chief market policy officer. I joined them for the most recent edition (about 30 mins of jocularity and market structure).

In case you forget, the stock market is not in New York City.  It’s in New Jersey housed in state-of-the-art colocation facilities at Mahwah, Carteret and Secaucus.  It’s bits and bytes, boxes and lines.

It’s superfast.

What’s not is the disclosure standard for institutional investors.  We wrote about the SEC’s sudden, bizarre move to exclude about 90% of them from disclosing holdings.

The current standard, which legitimizes the saying “good enough for government work,” is 45 days after the end of the quarter for everybody managing $100 million or more.

We filed our comment letter Monday.  It’ll post here at some point, where you can see all comments. You can read it here now.  Feel free to plagiarize any or all of it, investors and public companies. Issuers, read our final point about the Australian Standard of beneficial ownership-tracing, and include it with your comments.

Maybe if enough of us do it, the SEC will see its way toward this superior bar.

Without reading the letter or knowing the Australian Standard you can grasp a hyperbolic contradiction. The government’s job is to provide a transparent and fair playing field.  Yet the same SEC regulates the stock market located in New Jersey. Boxes and lines.

FB, AAPL, AMZN, NFLX, GOOG, GOOGL, MSFT, AMD, TSLA and SHOP alone trade over 2.5 MILLION times, over $80 billion worth of stock. Every day.

And the standard for measuring who owns the stock is 45 days past the end of each quarter.  A quarter has about 67 trading days, give or take.  Add another 30 trading days.  Do the math.  That’s 250 million trades, about $7.9 trillion of dollar-flow.  In 10 stocks.

Why should the market function at the speed of light while investors report shareholdings at the speed of smell? Slower, really.

Do we really need to know who owns stocks?  I noted last week here and in our SEC 13F Comment Letter both that online brokerage Robinhood reports what stocks its account holders own in realtime via API.

That’s a communication standard fitted to reality. True, it doesn’t tell us how many shares. But it’s a helluva better standard than 97 days later, four times a year.

Quast, you didn’t answer the question.  Why does anyone need to know who owns shares of which companies? Isn’t everybody entitled to an expectation of privacy?

It’s a public market we’re talking about.  The constituency deserving transparency most is the only other one in the market with large regulatory disclosure requirements: Public companies.

They have a fiduciary responsibility to their owners. The laws require billions of dollars of collective spending by public companies on financial performance and governance.

How incoherent would it be if regulations demand companies disgorge expensive data to unknown holders?

As to retail money, the Securities Act of 1933, the legislative basis for now decades of amendments and regulation, had its genesis in protecting Main Street from fraud and risk.  The principal weapon in that effort has long been transparency.

Now, the good news for both investors and public companies is that you can see what all the money is doing all the time, behaviorally. We’ve offered public companies that capability for 15 years at ModernIR.

Take TSLA, now the world’s most actively traded – we believe – individual stock. SPY trades more but it’s an ETF.  Active money has been selling it.  But shorting is down, Passive Investment is down 21% the past week.  TSLA won’t fall far if Passives stay put.

That’s market structure. It’s the most relevant measurement technique for modern markets. It turns boxes and lines into predictive behavioral signals.

And investors, you can use the same data at Market Structure EDGE to help you make better decisions.

Predictive analytics are superior to peering into the long past to see what people were doing eons ago in market-structure years. Still, that doesn’t mean the SEC should throw out ownership transparency.

Small investors and public companies are the least influential market constituents. Neither group is a lobbying powerhouse like Fast Traders.  That should warrant both higher priority – or at least fair treatment. Not empty boxes and wandering lines.

PS – Speaking of market structure, if you read last week’s edition of the Market Structure Map, we said Industrials would likely be down. They are. And Patterns say there’s more to come. In fact, the market signals coming modest weakness. The Big One is lurking again but it’s not at hand yet.

Big Blanket

The US stock market trades about $500 billion of stock daily, the great majority of it driven by machines turning it into trading aerosol, a fine mist sprayed everywhere. So tracking ownership-changes is hard. And unless we speak up it’s about to get a lot harder.

In 1975 when the government was reeling like a balloon in the wind after cutting the dollar loose from its anchoring gold, Congress decided to grant itself a bunch of authority over the free stock market, turning into the system that it now is.

How?  Congress added Section 11A to the Securities Act, which in 2005 became Regulation National Market System governing stock-trading today – the reason why Market Structure Analytics, which we offer to both public companies and investors, are accurately predictive about short-term price-changes.

And Congress decided to create a disclosure standard for investors, amending the Securities Act with section 13F. That’s what gave rise to the quarterly reports, 13Fs, that both investors and public companies rely on to know who owns shares.

I use the phrase “rely on” loosely as the reports are filed 45 days after the end of each quarter, which means the positions could be totally different by the time data is released. It’s a standard fit for the post office. Mail was the means of mass communication in 1975.

Currently, the standard applies to funds with $100 million or more in assets. Many managers divide assets into sub-funds to stay below that threshold.  So most companies have shareholders that show up in no reports. But at least they have some idea.

Well, out of the blue the Securities and Exchange Commission (SEC) has decided to lift the threshold to $3.5 billion to reflect, I guess, the collapse of dollar purchasing power.

But nothing else changes!  What would possess a regulatory body ostensibly responsible for promoting fairness and transparency to blanket the market in opacity while keeping in place time periods for reporting that have existed since 1975?

I’m reminded of a great line from the most quotable movie in modern history, Thank You For Smoking: I cannot imagine a way in which you could have $#!!@ up more.

Public companies have been asking the SEC for decades to modernize 13F reporting. Dodd Frank legislation passed in 2010 included a mandate for monthly short-position reporting. It’s not happened because the law put no timeframe on implementation.

But how stupid would it be to require monthly short-position reporting while letting long positions remain undisclosed till 45 days after the end of each quarter?

Much of the world has stricter standards of shareholder disclosure.  Australian markets empower companies and stock exchanges to require of investors full disclosure of their economic interest, on demand.

Our regulators appear to be going the opposite direction.

Australia offers an idea, SEC. If you’re going darken the capital markets with a new (non) disclosure standard, then how about empowering companies to demand from holders at any time a full picture of what they own and how they own it?

Investors, I get it. You don’t want anyone knowing what you have.  Well, it seems to work just fine in Australia, home to a vibrant capital market.

And let’s bring it around to market structure.  There is a woefully tilted playing field around ETFs.  A big investor, let’s say Vanguard, could give a billion-dollar basket of stocks to an Authorized Participant like Morgan Stanley off-market with no trading commissions and no taxes, in exchange for a billion dollars of ETF shares.

None of that counts as fund-turnover.

It could happen by 4p ET and be done the next day.  No trading volume. And then Vanguard could come right back with the ETF shares – again, off-market, doesn’t count as fund-turnover – and receive the stocks back.

Why would investors do that? To wash out capital gains. To profit on the changing prices of stocks and ETFs. This is a massive market – over $500 billion every month in US stocks alone.  It’s already over $3 TRILLION in total this year.

What’s wrong with it?  All other investors have to actually buy and sell securities, and compete with other forces, and with volatility, and pay commissions, pay taxes, alter outcomes by tromping through supply and demand.  Oh, and every single trade is handled by an intermediary (even if it’s a direct-access machine).

So how is that fair?

Well, couldn’t all investors do what Vanguard did?  No. Retail investors cannot.  Yes, big investors could take their stock-holdings to Morgan Stanley and do the same thing. But trading stocks and ETF shares back and forth to profit on price-changes while avoiding taxes and commissions isn’t long-term investment.

That the ETF market enjoys such a radical advantage over everything else is a massive disservice to public companies and stock-pickers.

And after approving the ETF market, you now, SEC, want to yank a blanket over shareholdings to boot?  Really?  Leave us in 1975 but 35 times worse?

Market Structure Analytics will show you what’s happening anyway. And nearly in real time. But that’s not the point. The point is fairness and transparency. Every one of us should comment on this rule.

Trading Fast and Slow

 

Happy 2nd Half of 2020!  I bet we’re all glad we’re halfway there. Karen and I would’ve been in Greece now sailing the Ionian islands, luxury catamaran, sunset off starboard, Hurricane in hand.

Instead my checklist leaving the house has expanded from wallet, phone, keys, to wallet, phone, keys, mask.  No vacation for you. Just a Pandemic and executive orders.

A CEO of a public company said, “Why does my stock trade only 60 shares at a time, and how do I fix it?”

I was happy the team at ModernIR had highlighted shares-per-trade (one of several liquidity metrics we track).  Every public-company CEO should understand it.

After all, your success, investor-relations folks selling the story to The Street (and investors, whether you can buy or sell shares before the price changes), depends on availability of stock. Not how great your story is.

Because there’s a mistaken idea loose in the stock market. We understand supply is limited in every market from homes for sale to shishito peppers at the grocery store. Yet we’re led to believe stocks are infinitely supplied.

This CEO I mentioned asked, “So how do I fix it?”

This isn’t AMZN we’re talking about, which trades less than 30 shares at a time, but that’s over $70,000 per trade.  AMZN is among the most liquid stocks trading today. The amount you can buy before the price changes is almost eight times the average in the whole market.

AAPL is liquid too, not because it trades almost $16 billion of stock daily but because you can ostensibly buy $35,000 at a pop, and it trades more than 400,000 times.

Back to our CEO, above. The company trades about 3,000 times per day, roughly $3,000 per trade.  Liquidity isn’t how much volume you’ve got. It’s how much of your stock trades before the price changes.

That matters to both the IR people as storytellers and the investors trying to buy it.

I’ve shared several vignettes as I experiment with our new decision-support platform democratizing market structure for investors, called Market Structure EDGE. I couldn’t buy more than 10 shares of AAPL efficiently. My marketable order for JPM split in two (96 shares, 4 shares), and high-speed traders took the same half-penny off each.

The CEO we’re talking about meant, “What can we do differently to make it easier for investors to buy our shares?”

The beginning point, at which he’d arrived, which is great news, is realizing the constraints on liquidity.

But. If you have the choice to buy something $3,000 at a time – oh, by the way, it’s also more than 4% volatile every day – or buying it $70,000 at a time with half the volatility, which “risk-adjusted return” will you choose?

And there’s the problem for our valiant CEO of a midlevel public company in the US stock market today. Fundamentals don’t determine liquidity.

To wit, TSLA is more liquid than AAPL, over $42,000 per trade.

Forget fundamentals. TSLA offers lower risk.

Ford and GM trade around $4,000 per transaction, a tenth as liquid as TSLA.  Heck, NKLA the maker of hydrogen trucks with no products and public via reverse merger is twice as liquid as our blue-chip carmakers of the 20th century.

Prospects, story, don’t determine these conditions. These vast disparities in liquidity invisible to the market unless somebody like us points them out are driven by DATA.

The reason liquidity is paltry in most stocks is because a small group of market participants with deep pockets can buy better data from exchanges than what’s seen publicly.  I’ll explain as we wrap the edition of the MSM in a moment.

The good news is the SEC wants to change it.  In a proposal to revamp what are called the data plans, the SEC is aiming to shake up the status quo by among other things, putting an issuer and a couple investors on the committee governing them.

I’ve been trying for 15 years to achieve something like this, and so has NIRI, the IR professional association (they longer than me!). I should retire! Mission accomplished.

Heretofore, the exchanges and Finra, called “Self-Regulatory Organizations (SROs),” have been able to create their own rules. In a perfect world full of character, we’d all be self-regulatory. No laws, just truth.

Alas, no.  The exchanges provide slow regulatory data to the public and sell fast data for way more money to traders who can afford it.

By comparing the slow data to the fast data, traders can jump in at whatever point and split up orders and a take a penny from both parties.

This happens to popular brokerage Robinhood’s order flow by the way.  Those retail customers get slow data, and the traders buying the trades use fast data.

That’s not the problem. The problem is that by buying Robinhood’s order flow at slow-data prices, and selling it at fast-data prices, T Rowe Price’s trades get cut out, front-run, jumped past.

Your big investors can’t buy your stock efficiently (passive money doesn’t care as it’s just tracking a benchmark).

That’s why our CEO’s company trades 60 shares at a time.

For stocks like AMZN the difference between fast and slow is small because they’re the cool kids. And size grows. For the rest, it’s the crows in the cornfield.

You can talk to investors till you turn blue. It won’t solve this problem. The only thing that will is when investors join with public companies and get behind eliminating Fast Data and Slow Data and making it just Data.

We’ve got a shot, thanks to this SEC, and the head of the division of Trading and Markets, Brett Redfearn.  We should all – public companies and investors – get behind it. If you want to know how, send me a note.