A quick thread on DRS - holding shares directly w/the company in your name. Most individual investors buy shares with a broker & those shares are nearly always held in "street name." This means they are held under the broker's name. The buyer is not visible to the issuer.
Despite holding shares in "street name" you are still supposed to have all of the rights that come with holding shares, including dividends and the ability to vote. However, that is not always guaranteed.
In 2021, @terminalarc & others led a movement by GME shareholders to vote their shares in the company's AGM. This was primarily done on Reddit, was well organized, with detailed information on how to vote your shares & regular encouragement to do so. reddit.com/r/Superstonk/c…
@terminalarc They mounted an unprecedented campaign, even figuring out how to get international brokerages to allow GME investors to vote their shares. Now, with all that effort, did every vote count? Probably not. reddit.com/r/Superstonk/c…
@terminalarc Only brokers know for certain whether there was an "overvote" - meaning more votes submitted to the broker than total number of shares held in “street name” by that broker. But this problem is well documented, and many people and orgs have been fighting for changes for years.
@terminalarc For example, @SusanneTrimbath documents repeated concerns expressed to the SEC via comment letters about overvotes and votes being thrown out in order to address those overvotes.
@terminalarc@SusanneTrimbath When an overvote happens, share totals are truncated & excess votes thrown away by the broker. Votes might only count fractionally if brokers have too many votes based on the shares they were holding. Or votes might be thrown away. If it’s your vote, you wouldn't even know.
Partly in response to difficulties exercising votes, and partly to prevent their shares from being lent out or considered for locates, a movement started on Reddit to encourage GME shareholders to directly register shares - take them out of "street name", to DRS.
Direct registration is something we've been talking about for a while now, although of course not enough to satisfy everyone. Regardless, we've held an AMA to get more information about it out there, tweeted about it & have spoken on space calls about it. reddit.com/r/UrvinFinance…
I won't pretend to be an expert on the topic, though I've tried to learn. My personal opinion is that more direct relationships between issuers & investors is a good thing for markets. There are pros/cons of course and everyone has to make their own decision after weighing them.
The emergence of the modern individual investor has been accompanied by a unique movement where investors become the biggest fans, best customers and most passionate supporters of their investments.
I love that.
I don't think many people outside of Reddit and Twitter are paying any attention to this. Shareholders in GME directly registered 28% of the float (as-of July 2022). If the current trend continues, the entire free float could ultimately be locked - that's unprecedented.
In any case, there are serious & clear problems w/street name stock arrangements, as the GME shareholder vote among many other incidents has exposed. Part of our mission at #WeTheInvestors is to give individual investors more transparency, choice & control over their investments.
As part of our second major effort after targeting PFOF and excessive off-exchange trading, we are focusing on securities lending, direct registration and settlement/clearing reforms. We’re looking for several upgrades/changes:
Having companies disclose directly registered shareholder numbers, having brokers default to NOBO designations, giving investors more control over lending, making it easier to directly register your shares, and ensuring shareholder votes can be placed and confirmed.
You can support this effort by signing our second letter and helping to spread the word: urvin.finance/advocacy/we-th…
#WeTheInvestors are focused on fixing markets and addressing problematic practices that distort prices and negatively impact markets. I hope you'll support us!
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Here’s a disturbing - but not surprising - thing I heard this week. A reliable source told me that a Republican rep recently heard from his constituents - YOU all - about Gamestop. The people had concerns about shorting, PFOF and internalization, and all the craziness in markets.
The rep went to one of the most senior Rs in the House and said "my constituents care about fairness in markets, what can we do about that?" He was told to FORGET about it because of their donors: "you don't want to mess with these people. You don't know what you're wading into.”
Gee, I wonder who that was? This is what we're up against - they will spend huge amounts of money, they will make massive political contributions, all to protect the golden goose and fight the changes that are coming from the SEC.
Ok, so often when you bring up naked shorting and FTDs with anyone in the industry, they will say that it used to be a problem but Reg SHO fixed it. The claim is always that this is not happening anymore because of robust compliance and enforcement. UBS would like a word...
This week UBS was fined $3M in two actions by FINRA and censured. The actions were straightforward, they did not properly close out FTDs. They sold stock that they did not have, and then they did not deliver that stock. FOR NINE YEARS. finra.org/sites/default/…
This is an interesting glimpse into a firm that is clearly trying to circumvent the rules. For example, they counted certain shares that they should not have as offsetting shorts and eliminating delivery obligations. They pretended limit orders & non-executed VWAPs satisfied FTDs
Seems like a good time to revisit the IMC enforcement case. I've seen two main reactions to this: 1) None. The press appears uninterested, industry wants to sweep it under the rug. 2) Why was the fine so small? This is just a cost of doing business.
I want to focus on #1.
The PFOF industry wants this case to be swept under the rug because it's a really big deal. This is essentially the SEC declaring that OTC "market making" is not eligible for the locate exemption under Reg SHO - they are not engaged in "bona fide market making."
As a quick reminder, in January I made a point along these lines - Citadel and Virtu are not "market makers." They are high-speed speculators. What they do is not bona fide market making, and should not be treated as such.
In US markets, market makers are allowed to sell stock short without having located shares before doing so. This exemption to Reg SHO's locate requirements is ripe for abuse, and the @SECGov has just fined IMC $125k for abusing this exemption. sec.gov/litigation/adm…
@SECGov To qualify for such an exemption, you must be a "bona fide market maker" which in itself is a relatively outdated concept. Market makers don't have affirmative obligations anymore, and it's questionable whether they even need this exemption.
@SECGov What's pretty important about this case is that it specifically identifies IMC's activities in its SDP (Single Dealer Platform), and says that those activities do not qualify for the exemption. IMC executed "millions of short sales" without borrowing or locating shares.
I think this is something a lot of industry pros are missing. Retail has completely changed the game in markets. The relationship between issuers and investors is being transformed, and part of that is spillover from web3 -> tradfi. This has far reaching consequences.
Crypto and web3 have created (or brought back, depending on how you look at it) a decentralized and direct ownership model. Retail investors who are directly registering their shares are bringing that mindset into securities markets.
Imagine this - most public, listed companies DON'T EVEN KNOW WHO THEIR SHAREHOLDERS ARE. They have no line of sight or visibility into them, except for the big institutions who hold shares directly. Retail investors have traditionally been an afterthought. Not anymore.
Sounds like the GME stock split/dividend has completely destroyed some brokers back-office systems - I keep hearing about the nightmare of dealing with TDA. Also sounds like overseas brokers are having serious problems, and German brokers are struggling getting shares to people.
My opinion is that at this point, it's a bit late in the game. If you still haven't received your shares, it's time to get concerned. For US brokers, you should push hard to get to someone senior who can help. Overseas it's less clear to me what your options are.
People keep asking me whether this is the first split-as-dividend & why brokers are having such problems. It's not the first, but it's also not normal - very much an edge case. And PFOF brokers usually don't invest in any tech that doesn't result in their customers trading more.