▪ 2000by Irving PfefferThe past few years have seen a spectacular and revolutionary development in the mechanics of stock trading—perhaps the largest change since brokers' fees were deregulated in 1975— electronic trading, or “e-trading.” Sleek names of on-line firms like Ameritrade, Charles Schwab, and E*Trade are being bandied about more than old-line composite brokers such as Morgan Stanley Dean Witter, PaineWebber, and Merrill Lynch.In 1999 the Securities and Exchange Commission (SEC), which regulates the industry in the United States, ruled that any trading firm could have full access to stocks listed on the New York Stock Exchange (NYSE) by expanding the Intermarket Trading System, an electronic-order routing system created in 1978 that links the exchange markets that trade listed securities. The NYSE voted to rescind Rule 390, which prohibited off-exchange trading of stocks listed before April 26, 1979. With SEC approval, all listed stocks became freely tradable. These changes, combined with the proliferation of electronic communications networks (ECNs) and increased access to the Internet, were altering the investment world and creating a new breed of investors—self-reliant, computer literate, and, most remarkably, intent upon acting independently of traditional brokers.Underlying e-trading are ECNs, computerized systems for directly matching the orders of buyers and sellers of securities without the intervention of specialists or market makers. In a traditional full-service or discount brokerage, a customer places an order with a broker member of a stock exchange, who in turn passes it on to a specialist on the floor of the exchange who actually concludes the transaction. The traditional specialist makes a market for a stock on the exchange by matching buy and sell orders in his exclusive “book” and establishes a price for the trade. In the over-the-counter market, market makers establish prices by setting bid and asked spreads with a commitment to complete trades in a given security. In e-trading the customer enters an order directly on-line, and specialized software automatically matches orders to achieve the best price available. In effect, the ECN is a stock exchange for off-the-floor trading.All ECN trades operate in much the same way. “Limit orders” are posted and automatically matched. Because privacy is a factor, the size and price of orders is disclosed but not the identity of the trader. This is essential for institutional investors who want to avoid “front running” (taking advantage of inside knowledge by market makers). The elimination of the middleman reduces the cost per transaction and speeds up the trading process. The cost of one transaction on some e-trading companies can be as low as $8, while a traditional brokered deal might easily include a commission in excess of $100. Since the advent of ECNs in 1977, spreads between bids and offers have significantly tightened, execution costs dropped, and trade-execution times reduced. Instinet Corp., owned by Reuters Group, PLC, claims that its ECN saves its customers $1 billion annually in trading costs by eliminating the middleman.By 1999 Instinet was trading an average of over 150 million shares a day in the U.S., with approximately 7.5 million shares being traded during nonmarket hours. Recently, a group of electronic trading companies agreed to share stock prices in order to reassure investors that they were getting good prices in the rapidly expanding after-hours market. Under the plan, an investor would be able to see the best prices available on any of the ECNs. This plan would organize the information in the after-hours market and thus enable development of a 24-hour, 7-days-a-week marketplace.In fact, after-hours trading came into its own in 1999. The Chicago Stock Exchange approved a plan to offer extended hours to institutions and individuals. Among the after-hours trading facilities were MarketXT, Datek Online, NexTrade, Instinet, Wit Capital, and some stock exchanges. E*Trade made a deal with Instinet to allow customers to trade stocks until 6:30 PM Eastern Standard Time, away from the traditional exchanges. Although the NYSE announced it was postponing plans to open for evening trading, by year's end most major brokerage firms had adopted programs to continue market trading after hours, largely by automated computer networks. With multiple markets for a given stock, investors had difficulty in determining where the best prices were to be found. The SEC proposed a centralized system whereby all trades on any exchange would be uniformly listed on a single screen.The nine ECNs that are hooked up to the National Association of Securities Dealers automated quotations (Nasdaq) trading system have captured an estimated 30% of Nasdaq shares traded, with most of the volume going to Instinet and Island ECN, owned by Datek Online Holdings Corp. (Other leading ECNs include Bloomberg LP's Tradebook; Spear, Leeds & Kellogg LP's REDIBook; Brass's Utility LLC, majority-owned by Sungard Data Systems, Inc.; Strike Technologies LLC, owned by a consortium of brokerage firms; and Archipelago Holdings LLC.) Market penetration has been rapid, and it is expected that ECNs will have about 50% of Nasdaq's volume in a few years. The ECNs captured only about 5% of the Big Board's volume in 1999, but Instinet boasted that it represented in excess of 90% of the institutional funds under management in the U.S. and traded on average more U.S. stocks each day than any other broker.The major brokerage firms adapted to the new trading environment by splitting their activities into the traditional commission compensation for smaller clients and fixed annual fees for more substantial customers. They also encouraged customers to seek the services of investment advisers to provide services not available to commission-based customers. The proliferation of electronic markets alongside traditional exchanges was expected to fragment trading, threatening chaos in the pricing of stocks and leaving U.S. markets vulnerable to foreign competition. Losing order flow from institutional investors was another concern of the big brokerage firms.In self defense the four largest securities firms in the U.S. joined forces to back Primex Trading, an electronic auction system for stocks, and thereby gave Primex a jump start in the field of electronic trading. Primex is aiming to be an electronic version of the NYSE, in which participants not only will be able to buy and sell stocks at prevailing market prices but may also interact openly with one another to find the best bargain. The participating brokers are likely to drive many stock transactions through Primex.The number of investors making computerized trades was exploding in 1999, particularly day traders, who engage in quick on-line stock and option trades in an attempt to take advantage of tiny fluctuations in price. The number of on-line brokerage firms stood at 140 in June, up from 100 six months earlier. The number of brokerage accounts on-line was expected to reach 10.5 million by the end of the year, up from 7.1 million in 1998, according to Gomez Advisors, a research firm specializing in electronic commerce.The SEC was concerned about the risks to clearing firms of margin-lending practices at the day-trading brokerage houses. Part of the goal was to assess the role that clearing firms play in monitoring the lending activities of day-trading concerns. Clearing firms need to maintain strong internal controls and risk-management procedures. The SEC proposed rules for controlling publicly traded securities where there was a lack of financial information about the issuer. It would require market makers to have current financial information about the companies in which they make markets and would compel small issuers to become fully reporting or not be traded publicly. Rule 15c2-11 would discourage market making in microcap stocks (low-priced equities formerly known as “penny” stocks). The SEC also tightened the rules on insider status by requiring tighter supervision of the personal trading practices of managers and other investment company insiders.By 1999 bond trading on the Internet had also arrived. In January 1996 Cantor Fitzgerald, a pioneer in the e-trading of bonds, started using a $200 million Nasdaq-like electronic trading system that replaced the open-cry trading floor. An order would be placed on the computer and automatically matched if a sell order was in the system as well. Cantor set up eSpeed to operate for the public at large. A survey in 1999 by the Bond Market Association (BMA) found that 39 firms offered or planned to offer electronic bond transaction services, up from 26 in 1998 and 11 in 1997. The potential business is huge; the $13.5 trillion U.S. bond market sees $500 billion in turnover daily, and new issuance was expected to exceed $10 trillion in 1999. The BMA estimated that approximately 5% of total fixed-income trading volume would occur electronically in 1999, versus about 2% in 1998 and none in 1997.Rivalry between the exchanges for options trading heated up in 1999 with a breakdown of the exclusivity arrangement whereby an option was traded on a single exchange. The Chicago Board Options Exchange (CBOE) announced that it would list options on Dell Computer, which previously was handled exclusively by the Philadelphia Stock Exchange. The Philadelphia Exchange retaliated by listing options of the CBOE and the American Stock Exchange. The Pacific Stock Exchange announced plans to list 24 options traded on the three rival exchanges, including those of General Electric and Intel. The International Securities Exchange (ISE), an all-electronic options market, was set to launch in 2000 with options trading in one of 10 allotted baskets of stocks, each to contain 60 issues. The ISE was set up to guarantee a liquid and orderly market. The strategy was to skim the top 600 most active or otherwise attractive option classes and thus avoid the illiquidity of thousands of options series that had little activity.Although regulated like brokers, ECNs act more like stock exchanges, competing with Nasdaq dealers and stock exchanges by electronically matching buyers and sellers. Following a 1998 ruling by the SEC that would allow ECNs to register as exchanges, Island ECN announced its intention to register as a stock exchange, the first formed since the early 1970s. Archipelago and NexTrade also applied to become exchanges in order to compete directly with both the NYSE and the Nasdaq.The opening up of the stock markets to free competition on a round-the-clock basis poses many problems from a regulatory perspective. The existing exchanges operate as self-regulatory organizations under control of the SEC, but ECNs do not have disciplinary powers, and there is a lack of uniformity of reporting for regulatory purposes. As stock markets enter the 21st century, the registration of ECNs as exchanges will almost certainly bring a stronger sense of order into the very dynamic financial marketplace.Irving Pfeffer is an attorney in San Francisco and the editor of The Financing of Small Business.
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