Financial Markets and Institutions

13th Edition
by Jeff Madura

© 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 24 Securities Operations
Chapter Objectives

• Describe the key functions of securities firms.

• Describe how securities firms are regulated.
• Identify the factors that affect the valuation of
securities firms.
• Explain the exposure of securities firms to risk.
• Explain how the credit crisis affected securities
firms.

© 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

2
 Functions of Securities Firms (1 of 24)

Facilitating Stock Offerings — A securities firm acts as

an intermediary between a corporation issuing securities
and investors by providing the following services:
• Origination
• Underwriting
• Distribution of stock
• Advising
• Private placement of stock

3 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (2 of 24)

Facilitating Stock Offerings (continued)

• Origination
• When a corporation decides to issue stock publicly, it may
contact a securities firm which recommends the appropriate
amount of stock to issue because it can anticipate the
amount of stock that the market can likely absorb without
causing a reduction in the stock price.
• The issuing corporation then registers with the Securities
and Exchange Commission (SEC).
• The securities firm along with the issuing firm may meet
with institutional investors who may be interested in the
offering.

4 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (3 of 24)

Facilitating Stock Offerings (continued)

• Underwriting
• The original securities firm may form an underwriting
syndicate by asking other securities firms to underwrite a
portion of the stock.
• Stock offerings are normally based on a best-efforts
agreement whereby the securities firm does not guarantee
a price to the issuing corporation.
• When securities firms facilitate initial public offerings (IPOs),
they attempt to price the stock high enough to satisfy the
issuing firm.

5 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (4 of 24)

Facilitating Stock Offerings (continued)

• Distribution of Stock
• The prospectus is distributed to all potential purchasers of
the stock, and the issue is advertised to the public.
• Flotation costs, or costs of placing the securities, include:
• Fees to the underwriters who place the stock with investors.
• Issue costs including printing, legal, registration, and
accounting expenses.
• Advising
• The securities firm acts as an adviser throughout the
origination stage.

6 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (5 of 24)

Facilitating Stock Offerings (continued)

• Private Placements of Stock
• An entire stock offering may be placed with a small set of
institutional investors and not offered to the general public.
• Under the SEC’s Rule 144A, firms may engage in private
placements of stock without filing the extensive registration
statement that is required for public placements.
• Institutional investors that are willing to hold the stock for a
long period of time are prime candidates for participating in
a private placement.

7 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (6 of 24)

Facilitating Bond Offerings

• Origination
• The securities firm may suggest a maximum amount of
bonds that should be issued based on the issuer’s
characteristics.
• The coupon rate, the maturity, and other provisions are
decided based on the characteristics of the issuing firm.
• The asking price on the bonds is determined by evaluating
market prices of existing bonds that are similar in their
degree of risk, term to maturity, and other provision.
• Issuers of bonds must register with the SEC.

8 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (7 of 24)

Facilitating Bond Offerings (continued)

• Underwriting Bonds
• Some issuers of bonds, particularly public utilities, may
solicit competitive bids on the price of bonds from various
securities firms and select the highest bid.
• Bonds are often sold to financial institutions.
• The securities firm may organize an underwriting syndicate
of securities firms to participate in placing the bonds.
• Distribution of Bonds
• Upon SEC approval of the registration, a prospectus is
distributed to all potential purchasers of the bonds and the
issue is advertised to the public.

9 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (8 of 24)

Facilitating Bond Offerings (continued)

• Advising
• A securities firm may serve as an adviser to the issuer even
after the placement is completed.
• Private Placements of Bonds
• If an issuing corporation knows of a potential purchaser for
its entire issue, it may be able to sell its securities directly
without offering the bonds to the general public (or using
the underwriting services of a securities firm).
• The price paid for privately placed securities is determined
by negotiations between the issuing corporation and the
purchaser. (Exhibit 24.1)

10 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.1 How Securities Firms
Facilitate Economic Growth

11 © 2018 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (9 of 24)

Securitizing Mortgages
• Some securities firms securitize individual mortgages by
obtaining them from the financial institutions that
originate them, bundling them into packages (in
tranches) based on their risk level, hiring a credit rating
agency to assign a rating to the packages, and selling
the packages to institutional investors.
• Securitization facilitates the sale of smaller mortgage
loans that could not be easily sold in the secondary
market on an individual basis.
• Securities firms may also package mortgages with other
debt securities (such as automobile loans and credit card
loans) when engaged in the securitization process.

12 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (10 of 24)

Advising Corporations on Restructuring

• Securities firms serve as advisers for corporations that
wish to restructure their operations.
• Carve-out — A securities firm may recommend that a
corporation engage in a carve-out and then sell part of
one of its units to new shareholders through an IPO.
• Spinoff — A securities firm may recommend that a
corporation engage in a spinoff, in which the corporation
creates a new independent firm from an existing division
and distributes shares of stock representing that unit to
its existing shareholders.

13 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (11 of 24)

Advising Corporations on Restructuring (continued)

• Divestiture — A securities firm might sometimes
recommend that a corporation engage in a divestiture, in
which it sells one or more of its existing units.
• Merger — Securities firms commonly serve as advisers
on mergers.

14 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (12 of 24)

Financing for Corporations

When securities firms serve as advisor on mergers, they may
help the acquirer obtain financing. (Exhibit 24.2)

Providing Brokerage Services

• Full-Service versus Discount Brokerage Services
• Brokerage firms can be classified by the services they
provide.
• Full-service brokerage firms provide information and
personalized advice and execute orders.
• Discount brokerage firms execute orders only upon
request and do not provide advice.

15 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.2 Participation of Securities
Firms in an Acquisition

16 © 2018 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (13 of 24)

Providing Brokerage Services (continued)

• Online Orders
• Many investors now place orders online rather than calling
brokers.
• Brokerage firms have reduced their costs by implementing
online order systems because the online format is less
expensive than having brokers receive the orders by phone.
• Management of Customer Accounts
• Some securities firms not only execute transactions for
customers but also manage the portfolios of securities
owned by the customers.
• The firm decides when to buy or sell securities owned by
the customers.

17 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (14 of 24)

Operating Mutual Funds

• Securities firms may offer stock, bond, and money
market funds.
• The securities firms hire portfolio managers to manage
the mutual funds.

18 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (15 of 24)

Proprietary Trading
• Securities firms commonly engage in proprietary (or
“prop”) trading, in which they use their own funds to
make investments for their own account.
• They may have an “equity trading desk” that takes
positions in equity securities.
• They may have a “fixed income desk” that takes
speculative positions in bonds and other debt securities.
• They may have a “derivatives trading desk” that takes
speculative positions in derivative securities.

19 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (16 of 24)

Proprietary Trading (continued)

Barings Bank
• Established in 1763 and one of the most prominent financial
institutions in England.
• In 1995, Nick Leeson, a trader of currencies at Barings’
Singapore branch, circumvented trading restrictions and
invested much more money than Barings realized.
• By the time his excessive trading was discovered, his
account had suffered losses of more than $600 million,
which wiped out Barings’ capital.
• Better controls were needed to prevent individual traders
from taking excessive risk.

20 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (17 of 24)

Proprietary Trading (continued)

Société Générale
• In 2008, Société Générale, a large French bank, incurred
$7.2 billion in trading losses due to huge unauthorized
trades by Jérôme Kerviel, one of its employees.
• Kerviel’s assignment was to take positions in European
stock indexes for the company.
• During 2007, he circumvented the company’s computerized
controls on the size of the positions that he could take. His
supervisors were unaware of the size of his positions.

21 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (18 of 24)

Proprietary Trading (continued)

Bear Stearns
• In 2008, the Wall Street securities firm Bear Stearns
suffered major losses from investing in mortgage-backed
securities.
• It had relied heavily on borrowed funds (financial leverage)
in order to magnify its return on investment. However, its
return was negative, so its losses were magnified.
• Once creditors recognized its difficulties, they cut off their
credit, and Bear Stearns suffered liquidity problems. It was
ultimately saved from bankruptcy by the U.S. government.

22 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (19 of 24)

Proprietary Trading (continued)

Lehman Brothers
• Lehman Brothers, another Wall Street securities firm, also
suffered financial problems due to bad investments in
mortgage-backed securities and heavy reliance on
borrowed funds.
• It filed for bankruptcy in September 2008.

Underlying Cause of Investment Problems

The incentive to take risk is the underlying cause of the
problems experienced by these four securities firms.

23 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (20 of 24)

Summary of Services Provided (Exhibit 24.3)

• The proportion of income derived from each type of
service in any particular year varies among securities
firms.
• Market conditions can affect the proportion of income
earned by a securities firm from particular services.
• Some securities firms attempt to diversify their services
so that they can capitalize on economies of scope and
also possibly reduce their exposure if the demand for any
particular service is weak.

24 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.3 Sources of Income for a
Securities Firm
INVESTMENT BANKING SERVICES
Underwriting Fees from underwriting stock offerings by firms or underwriting bond offerings by
firms and government agencies
Advising Fees for providing advice to firms about:
• Identifying potential targets
• Valuing targets
• Identifying potential acquirers
• Protecting against takeovers
Restructuring Fees for facilitating:
• Mergers
• Divestitures
• Carve-outs
• Spinoffs
BROKERAGE SERVICES
Management fees Fees for managing an individual's or a firm’s securities portfolio
Trading commissions Fees for executing securities trades requested by individuals or firms in the
secondary market
Margin interest Interest charged to investors who buy securities on margin
INVESTING ITS OWN FUNDS
Investing Profits from investing in securities

25 © 2018 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (21 of 24)

Interaction with Other Financial Institutions

When securities firms provide their financial services, they
interact with various types of financial institutions.
(Exhibit 24.4)

Participation in Financial Markets

• When securities firms provide financial services, they
participate in all types of financial markets. (Exhibit 24.5)
• Some securities firms attempt to diversify their services so
that they can capitalize on economies of scope and also
possibly reduce their exposure if the demand for any
particular service is weak.

26 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.4 Interaction between Securities
Firms and Other Financial Institutions

TYPE OF FINANCIAL INSTITUTION INTERACTIONS WITH SECURITIES F IRMS

Commercial banks and savings • Compete with securities firms that provide brokerage services.
institutions • Compete directly with securities firms to provide merger advisory services.
Mutual funds • Rely on securities firms to execute trades.
• Are sometimes owned by securities firms.
• Purchase newly issued securities that are underwritten by securities firms.
Insurance companies • Receive advice from securities firms on which securities to buy or sell.
• Rely on securities firms to execute securities transactions.
• Receive advice from securities firms on how to hedge against interest rate
risk and market risk.
• Purchase stocks and bonds that are underwritten by securities firms.
• May compete directly with securities firms to sell mutual funds to investors.
• May provide financing for LBOs to securities firms.
• May acquire or merge with a securities firm so as to offer more diversified
services.
Pension funds • Receive advice from securities firms on which securities to buy or sell.
• Rely on securities firms to execute securities transactions.
• Receive advice from securities firms on how to hedge against interest rate
risk and market risk.
• Purchase newly issued securities that are underwritten by securities firms.

27 © 2018 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.5 Participation of Securities
Firms in Financial Markets
TYPE OF FINANCIAL PARTICIPATION BY SECURITIES FIRMS
MARKET
Money markets • Some securities firms have created money market mutual funds, which invest in money
market securities.
• Securities firms underwrite commercial paper and purchase short-term securities for their
own investment portfolios.
Bond markets • Securities firms underwrite bonds in the primary market, advise clients on bonds to
purchase or sell, and serve as brokers for bond transactions in the secondary market.
• Some bond mutual funds have been created by securities firms.
• Securities firms facilitate mergers, acquisitions, and LBOs by placing bonds for their clients.
• Securities firms purchase bonds for their own investment portfolios.
Mortgage markets • Securities firms underwrite securities that are backed by mortgages for various financial
institutions.
Stock markets • Securities firms underwrite stocks in the primary market, advise clients on which stocks to
purchase or sell, and serve as brokers for stock transactions in the secondary market.
• Securities firms purchase stocks for their own investment portfolios.
Futures markets • Securities firms advise large financial institutions on how to hedge their portfolios with
financial futures contracts.
• Securities firms serve as brokers for financial futures transactions.
Options markets • Securities firms advise large financial institutions on how to hedge their portfolios with
options contracts.
• Securities firms serve as brokers for options transactions.
Swap markets • Some securities firms engage in interest rate swaps to reduce their exposure to interest rate
risk.
• Many securities firms serve as financial intermediaries in swap markets.

28 © 2018 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (22 of 24)

Conflicts of Interest from Participation

Fees are likely to be dependent upon amount of shares
traded, encouraging brokers to encourage trades that
may not be of best interest to the client.

29 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (23 of 24)

Expanding Functions Internationally

• Most large securities firms have expanded their functions
internationally, which offers several possible advantages.
• Their international presence allows them to place securities
in international markets for corporations or governments.
• Some corporations that are heavily involved with
international mergers and acquisitions prefer advice from
securities firms that have subsidiaries in all potential
markets.
• Institutional investors that invest in foreign securities prefer
securities firms that can easily handle such transactions.

30 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Functions of Securities Firms (24 of 24)

Expanding Functions Internationally (continued)

• Growth in International Joint Ventures
• In recent years, securities firms have expanded their
international business by engaging in joint ventures with
foreign securities firms.
• They penetrate foreign markets but have a limited stake in
each project.
• Growth in International Securities Transactions
• The growth in international securities transactions has
created more business for the larger securities firms.
• Large securities firms facilitate international stock offerings
by creating an international syndicate to place the
securities.
31 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Regulation of Securities Firms (1 of 4)

Stock Exchange Regulations

• Stock exchanges impose regulations on securities firms to
prevent unfair or illegal practices, ensure orderly trading, and
address customer complaints.
• The SEC tends to establish general guidelines that can affect
trading on security exchanges, but the day-to-day regulation
of exchange trading is the responsibility of the exchange.
• Insurance on Cash and Securities Deposited at
Brokerage Firms
The Securities Investor Protection Corporation (SIPC) offers insurance
on cash and securities deposited at brokerage firms and can liquidate
failing brokerage firms. The insurance limit is $500,000, including $100,000
against claims on cash.

32 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Regulation of Securities Firms (2 of 4)

Regulations That Affect Securities Firms

Financial Services Modernization Act
• Allowed banking, securities activities, and insurance to be
consolidated.
• Resulted in the creation of more financial conglomerates
that include securities firms.
• Created a more competitive environment for securities firms
by allowing commercial banks, securities firms, and
insurance companies to merge.
• Regulation FD
• Regulation Fair Disclosure (FD) requires firms to disclose
any significant information simultaneously to all market
participants.

33 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Regulation of Securities Firms (3 of 4)

Regulations That Affect Securities Firms (continued)

• Regulation of Analyst Ratings — In 2002, to prevent
conflict of interest, the SEC implemented new rules:
• If a securities firm underwrites an IPO, its analysts cannot
promote the stock for the first 40 days after the IPO.
• An analyst’s compensation cannot be directly aligned with
the amount of business that the analyst brings to the
securities firm. Analysts cannot be supervised by the
investment banking department within the securities firm.
• An analyst’s rating must also divulge any recent investment
banking business provided by the securities firm that
assigned the rating.

34 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Regulation of Securities Firms (4 of 4)

Regulations That Affect Securities Firms (continued)

• Regulation of the IPO Market — In the 2001-2003
period, various abuses in the IPO market were highly
publicized:
• Some securities firms that served as underwriters on IPOs
allocated shares to corporate executives who were
considering an IPO for their own firm.
• Some securities firms that served as underwriters of IPOs
encouraged institutional investors to place bids above the
offer price on the first day that the shares traded as a
condition for being allowed to participate in the next IPO.

35 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Valuation of a Securities Firm (1 of 3)

Factors That Affect Cash Flows

• Change in Economic Growth
Economic growth can enhance a securities firm’s cash flows
because it increases the level of income of firms and households
and can increase the demand for the firm’s services.
• Change in the Risk-Free Interest Rate
A securities firm’s holdings of debt securities (such as bonds) are
affected by interest rate movements.
• Change in Industry Conditions
Securities firms can be affected by industry conditions, including
regulations, technology, and competition.

36 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Valuation of a Securities Firm (2 of 3)

Factors That Affect Cash Flows (continued)

• Change in Management Abilities
• A securities firm has control over the composition of its
managers and its organizational structure.
• Its managers can attempt to make internal decisions that
will capitalize on the external forces (economic growth,
interest rates, regulatory constraints) that the firm cannot
control.

37 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Valuation of a Securities Firm (3 of 3)

Factors That Affect the Required Rate of Return

(Exhibit 24.6)
• The risk-free interest rate is normally expected to be
positively related to inflation, economic growth, and the
budget deficit level but inversely related to money supply
growth.
• The risk premium is inversely related to economic growth
and the company’s management skills.

38 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.6 Framework for Valuing a
Securities Firm

• A stronger economy leads to more securities transactions (brokerage fee income),

an increase in security offerings and other services provided by the securities firm,
and therefore better cash flows.
• A lower risk-free rate enhances the valuations of bonds held by securities firms. It
also may encourage some corporations to pursue bond offerings while interest rates
are low, thereby creating more business for the securities firm.
• The valuation is also influenced by industry conditions and the securities firm’s
management (not shown in the diagram). These factors affect the risk premium (and
therefore the return required by investors) and the expected cash flows to be
generated by the securities firm. In particular, regulations that affect the degree of
competition for securities services affect the risk premium and cash flows generated
by the securities firm.
39 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exposure of Securities Firms to Risk (1 of 3)

Market Risk
• Securities firms offer many services that are linked to
stock market conditions.
Interest Rate Risk
• Lower interest rates can encourage corporations or
government agencies to issue more bonds, which
requires more underwriting activity by securities firms.
• The market values of bonds held as investments by
securities firms increase as interest rates decline.

40 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exposure of Securities Firms to Risk (2 of 3)

Credit Risk
• Many securities firms offer bridge loans and other types
of credit to corporations. The securities firms are subject
to the possibility that these corporations will default on
their loans.
• Securities firms that invest in mortgages and other types
of debt securities may be more exposed to credit risk.
Exchange Rate Risk
• The earnings remitted by foreign subsidiaries are
reduced when the foreign currencies weaken against
the parent firm’s home currency.

41 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exposure of Securities Firms to Risk (3 of 3)

Counterparty Risk
• Security firms not only serve as intermediaries arranging
various financial transactions, but sometimes actively
participate in the transactions by taking a position
opposite to that of their client.
Impact of Financial Leverage on Exposure to Risk
• The degree to which a securities firm is exposed to the
risks just described is influenced by its financial leverage.
(Exhibit 24.7)

42 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Exhibit 24.7 Illustration of How Level of
Equity Affects Return on Equity

43 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (1 of 13)

• Various types of debt securities such as mortgages

defaulted.
• Some credit markets became inactive, the volume of
services provided by securities firms declined, and the fees
earned by securities firms declined.
• Stock prices plummeted and the fees earned by securities
firms for facilitating stock offerings also declined.
• Merger volume declined as well.
• The crisis caused a major reduction in underwriting income,
merger fee income, and brokerage income earned by
securities firms.
• The value of mortgage holdings of some securities firms
declined substantially.

44 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (2 of 13)

Impact of the Crisis on Bear Stearns

• Bear owned two hedge funds that collapsed because of
their heavy investment in subprime mortgage securities.
• Liquidity Problems of Bear Sterns
• Some of the financial institutions that were providing loans
to Bear were no longer willing to provide funding because
they were doubtful that Bear would be able to repay.
• On Thursday, March 13, 2008, Bear Stearns secretly
notified the Federal Reserve that it was experiencing
liquidity problems and would have to file for bankruptcy the
next day if it could not obtain funds.

45 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (3 of 13)

Impact of the Crisis on Bear Stearns (continued)

• Fed Intervention
• On Friday, March 14, 2008, J.P. Morgan Chase (a
commercial bank) announced that it would offer a loan to
Bear Stearns.
• The Fed’s assistance to Bear Stearns offered only limited
help to its stockholders.
• Potential Systemic Risk Due to the Bear Stearns
Problems
• The failure of Bear Stearns could have spread adverse
effects throughout financial markets.
• Its failure might have frozen or delayed many financial
transactions, which could have resulted in a liquidity crisis
for many individuals and firms.
46 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (4 of 13)

Impact of the Crisis on Bear Stearns (continued)

• Criticism of the Fed’s Assistance to Bear Stearns
• Some critics have questioned the Fed’s role in aiding Bear
Stearns, since Bear was a securities firm, not a commercial
bank.
• They suggest that providing assistance to a firm other than
a commercial bank should be the responsibility of Congress
and not the Fed.
• A rescue can cause a moral hazard problem, meaning
that financial institutions may pursue high-risk opportunities
in order to achieve high returns with the assumption that
they will be bailed out if their strategies fail.

47 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (5 of 13)

Impact of the Crisis on Merrill Lynch

• Merrill Lynch was a major financial intermediary for
mortgage-backed securities.
• It also invested heavily in some of the mortgage-backed
securities that it created in the securitization process
when it could not find buyers.
• Merrill Lynch relied heavily on short-term funding from
the money markets to finance its operations and had a
very high degree of financial leverage.

48 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (6 of 13)

Impact of the Crisis on Merrill Lynch (continued)

• It experienced major losses due to write-downs on its
mortgage backed securities in the third and fourth
quarters of 2007.
• In 2008, the firm’s access to new funding was limited, as
its financial condition and its stock price weakened.
• On September 15, 2008, Bank of America announced
that it was acquiring Merrill Lynch.
• Bank of America received $25 billion in TARP funds from
the government in 2008 and another $20 billion in TARP
funds in January 2009 to help to finance the purchase of
Merrill Lynch.

49 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (7 of 13)

Impact of the Crisis on Merrill Lynch (continued)

• Critics argued that the government (and therefore the
taxpayers) had subsidized a commercial bank’s
excessive payment for a securities firm.
• In 2010, Bank of America repaid the TARP funds, but
part of the payment was derived from the proceeds of its
large securities offering.
• The Federal Reserve was the primary regulator of Bank
of America’s operations, while the SEC had been the
primary regulator of Merrill Lynch.
• When Merrill Lynch was acquired by Bank of America, it
became subject to oversight by the Federal Reserve.

50 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (8 of 13)

Impact of the Crisis on Lehman Brothers

• Lehman Brothers specialized in the underwriting of fixed-
income securities such as bonds and in asset
management for companies and wealthy individuals.
• By 2008, it had grown to become the fourth largest
securities firm in the United States.
• Lehman Brothers’ Accounting — Lehman Brothers
was using an accounting method that allowed its capital
position to look stronger because capital was measured
in proportion to total assets. Thus, Lehman’s degree of
financial leverage was even higher than what was
reported on its balance sheet.

51 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (9 of 13)

Failure of Lehman Brothers (continued)

• Lehman’s Liquidity Problems
• From March 2008 to September 2008, its stock price
declined by about 85%, and it was unable to raise sufficient
funds through a stock offering.
• Lehman looked for a financial institution that had sufficient
cash to acquire it, so it could continue operating, but its
efforts were unsuccessful.
• On September 15, 2008, it filed for bankruptcy.

52 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (10 of 13)

Impact of the Crisis on Regulatory Reform

• The Federal Reserve’s assistance to Bear Stearns and
offer of temporary financing to other securities firms
provided a rationale for the Fed to require that securities
firms meet specified regulations such as capital
requirements just like commercial banks.
• Conversion of Securities Firms to BHCs.
• During the credit crisis, some securities firms were unable
to access funds by issuing securities.
• Firms could apply to become bank holding companies
giving them permanent access to Federal Reserve funding.
• A BHC can have commercial banking and securities
subsidiaries.

53 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (11 of 13)

Impact of the Crisis on Regulatory Reform (continued)

• Financial Reform Act of 2010
• Mandated that financial institutions granting mortgages
verify the income, job status, and credit history of mortgage
applicants before approving mortgage applications.
• Requires that securities firms and other financial institutions
that sell securities through the securitization process retain
5% of the portfolio unless the portfolio meets specific
standards that reflect low risk.

54 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (12 of 13)

Impact of the Crisis on Regulatory Reform (continued)

• Financial Reform Act of 2010 (continued)
• Created the Financial Stability Oversight Council,
responsible for identifying risks to financial stability in the
United States and makes regulatory recommendations to
regulators that could reduce any risks to the financial
system.
• Assigned specific regulators with the authority to determine
that any particular securities firm or other financial
institution should be liquidated.
• Requires that derivative securities be traded through a
clearinghouse or exchange rather than over the counter.

55 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 Impact of the Credit Crisis on Securities
Firms (13 of 13)

Impact of the Crisis on Regulatory Reform (continued)

• The Volcker Rule (continued)
• Contained a provision calling for limits on proprietary
trading by commercial banks and securities firms that have
become BHCs.
• Restricts many short-term speculative investments, which
formerly were an important part of financial institutions’
proprietary trading.
• As a result, many of the top traders have left the financial
institutions where they worked and have established their
own hedge funds.
• Some institutions have set up separate subsidiaries to
house their proprietary trading operations.

56 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 SUMMARY (1 of 5)

• Securities firms facilitate new issues of stock by advising

on how much stock the firm can issue, determining the
appropriate price for the stock, underwriting the stock,
and distributing the stock. They facilitate new issues of
bonds in a somewhat similar manner. They also provide
advice and financing to corporations pursuing mergers,
provide brokerage services, operate mutual funds, and
engage in proprietary trading.

57 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 SUMMARY (2 of 5)

• Many regulations have been imposed on securities firms that

attempt to ensure that transactions in financial markets do not
allow any particular investors an unfair advantage. Stock
exchanges impose regulations on securities firms to prevent
unfair or illegal practices, ensure orderly trading, and address
customer complaints. Several regulatory events have allowed
more competition between securities firms and other financial
institutions. Regulations require that corporations disclose any
information to the public, which prevents them from leaking
information to analysts of securities firms. Rules have been
implemented to prevent or discourage analysts from assigning
inflated ratings to stocks and to prevent analysts from being
compensated by investment bank divisions that seek business
from corporate clients.

58 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 SUMMARY (3 of 5)

• The valuation and performance of a securities firm is

affected by prevailing economic conditions, interest rate
movements, industry conditions including regulation, and
the abilities of the firm’s management.

59 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 SUMMARY (4 of 5)

• Securities firms are exposed to market risk because their

volume of business is larger when stock market
conditions are stronger. They are subject to interest rate
risk because their underwriting business is sensitive to
interest rate movements. They also hold some long-term
financial assets whose values decline in response to
higher interest rates. Securities firms are also subject to
credit risk, since they commonly purchase debt securities
and provide loans to some of their business clients. The
potential damage due to these types of risk is more
pronounced for securities firms that use a very high
degree of financial leverage.

60 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
 SUMMARY (5 of 5)

• As a result of the credit crisis, several major securities

firms experienced financial problems, which were
partially due to their high exposure to credit risk and their
high degree of financial leverage. The acquisitions of
securities firms by commercial banks and conversion of
other securities firms into bank holding companies led to
more oversight of security firm operations by the Federal
Reserve.

61 © 2020 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as
permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.