Direct holding system

Last updated

Direct Holding System e.g. The Direct Registration System (DRS)

Contents

A direct holding system is an arrangement for registering ownership of securities (or similar interests) whereby every final investor in the security is registered with a single entity (for example, the issuer itself, a CSD, or a registry). In some countries, the use of a direct holding system is required by law.

The Direct Registration System (DRS) is an example of a direct holding system. DRS is a traditional system of securities clearance, settlement and ownership in which owners of securities have a direct relationship with the issuer. As implemented in the past, investors would either be recorded on the issuer's register or they would be in physical possession of bearer securities certificates.

Advantages

Directly registering a stock precludes it from being borrowed by short sellers. Additionally, it acts as an artificial source of 'illiquidity' for investors who wish to precommit to a long term position, as shares held in a DHS take longer to sell, and are often batched at market prices (ie sellers have little control over their exit price). This of course is also a disadvantage for many investors, who prefer the convenience and liquidity of a traditional broker.

Historic disadvantages

Within this system, transfers of securities had to be settled through the physical delivery of paper certificates and instruments of transfer. As a result, transactions were expensive in terms of labor and time. They were also risky, especially when transferred over long distances, since paper documents could be lost, stolen or counterfeited. Furthermore, while in transit, securities were not available for use or investment, causing what has been called "pipeline liquidity risk". These disadvantages have now been eliminated by the more modern and secure method of the electronic Direct Registration System (DRS) operated by stock transfer agents.

Indirect holding system

Because of these disadvantages, the "direct holding system" was replaced by the indirect holding system. Settlement by physical delivery of certificates worked adequately until the 1960s, when a sharp increase in trading volumes overwhelmed the system. The amount of paper that physically had to be moved around led to the famous "paperwork crisis" on Wall Street in the late 1960s. This provided the impetus for the introduction of the indirect or multi-tiered holding system.

Although the indirect or multi-tiered holding system has increased settlement speed, thus reducing the risk that the counter-party in the relevant transaction will fail before the transaction is settled, it effectively cuts off the issuer of shares from the shareholders. This is because either a central securities depository or a financial institution becomes the recorded shareholder on the books of the company and the real, or beneficial shareholder is known only to the financial institution holding the account. The result has been to drastically complicate communication between shareholders and their companies, and increase the cost of such communication.

Recent interest in DRS

Some internet communities, particularly subreddits involved in the so named GameStop short squeeze and subsequent wave of "meme investing", have advocated for the use of direct registration as a response to alleged fraudulent activity by brokers and hedge funds. After the so named short squeeze in 2021, many 'meme' investors suspected price manipulation designed to protect the interests of financial institutions. Later this year it turns out that it was no short squeeze because the stock price was not driven by short sellers trying to close their positions but by retail investors according to a SEC report. In particular, they believed that the price had been suppressed through the use so-called "naked shorts"; essentially, it was alleged that more short positions had been opened than should have been possible. Thus began a movement to directly register as many shares of Gamestop (GME) as possible. Directly registered shares cannot be borrowed by shortsellers. If the entire "free float" of GME shares was placed into a Direct Holding System, it should become theoretically impossible to short the stock. Additionally, shortsellers trying to close their positions would be unable to find available shares with which to do so, supposedly exposing the extent of illegal shorting and price manipulation in the market. This event has been dubbed "MOASS" (Mother of All Short Squeezes) by believers. As of June 1, 2023 approximately 76.6 Million shares had been registered, [1] or DRS'd through the stock transfer agent, ComputerShare. There are approximately 156 million shares in the 'free float'; Outstanding shares - (insider shares + shares held by institutions, ETFs, and Mutual Funds). There are approximately 305 million total shares. GameStop has the highest percentage of shares directly registered in individual investor names (compared to public float) than any other public company trading on American stock exchanges. [2]

Electronic system in the US

In the 1990s, the U.S. Securities and Exchange Commission (SEC) working with the securities industry, developed a new form of, "direct holding system" that would allow both the speedy settlement of securities transactions and communication between shareholders and their companies. This new system was a type of book-entry direct registration system (DRS) operated by a stock transfer agent. This concept would allow any retail investor who wants his or her securities to be registered directly on the books of the issuer, but does not necessarily want to receive a certificate, to register those securities in book-entry form directly on the books of the issuer. DRS is not widely adopted by retail investors. Most retail stock ownership is accomplished through a broker, which is the registered shareholder in the eyes of the issuer. The use of DRS allows individual investors the status of direct shareholders of the issuer (rather than simply customers of a broker). Despite recent calls for the normalization of direct registration, a modern and efficient DRS form of direct holding remains for out of reach for many investors.

In a system that used paper certificates for securities, the doctrine of lex loci rei sitae (the law of the place of location of the securities) was applied to determine the validity of certain rights in or transfers of securities. In the case of bearer securities, this is taken to be the law of the jurisdiction where the certificates actually are (e.g., in a pledge, where the recipient of the collateral takes possession of the securities certificate at the time of transfer). In the case of registered securities, the lex loci rei sitae is either the law of the issuer's jurisdiction or the law of the jurisdiction where the securities records of the issuer or its official recordholder are located at the time of transfer. In a system in which securities are mostly held indirectly through brokers and banks (as discussed above) or in which securities are evidenced mainly on accounts (referred to as "dematerialization") rather than by certificates, an alternative rule of "the law of the relevant intermediary" has come to be used. According to this rule, the law chosen in the account agreement with the financial institution that holds the account in which the securities are evidenced or the place where the office of the intermediary with which the account holder normally deals is the law used. This is the technique used in the Hague Convention on The Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, and also used in the Article 8, "Investment Securities" of the United States Uniform Commercial Code. The advantages of this rule for international financial transactions is that wherever securities are located or regardless of how many offices and branches a financial institution has, persons dealing in the securities can know the law that will govern a transaction such as a sale, a pledge or a loan of securities.

See also

Related Research Articles

<span class="mw-page-title-main">Security (finance)</span> Tradable financial asset

A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equities and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.

An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as floating, or going public, a privately held company is transformed into a public company. Initial public offerings can be used to raise new equity capital for companies, to monetize the investments of private shareholders such as company founders or private equity investors, and to enable easy trading of existing holdings or future capital raising by becoming publicly traded.

<span class="mw-page-title-main">Short (finance)</span> Practice of selling securities or other financial instruments that are not currently owned

In finance, being short in an asset means investing in such a way that the investor will profit if the value of the asset falls. This is the opposite of a more conventional "long" position, where the investor will profit if the value of the asset rises.

<span class="mw-page-title-main">American depositary receipt</span> Security representing ownership of an underlying number of shares of a foreign company

An American depositary receipt is a negotiable security that represents securities of a foreign company and allows that company's shares to trade in the U.S. financial markets.

Book entry is a system of tracking ownership of securities where no certificate is given to investors. Several terms are often used interchangeably with "book entry" shares including "paperless shares", "electronic shares", "digital shares", "digital stock certificates", and "uncertificated shares". Some of these terms have somewhat different connotations but, at least in the United States, state securities laws only recognize certificated and uncertificated shares. In the case of book-entry-only (BEO) issues, while investors do not receive certificates, a custodian holds one or more global certificates. Dematerialized securities, in contrast, are ones in which no certificates exist; instead, the security issuer, its agent or a central securities depository keeps records, usually electronically of who holds outstanding securities.

<span class="mw-page-title-main">Short squeeze</span> Rapid increase in the price of a stock owing primarily to technical factors

In the stock market, a short squeeze is a rapid increase in the price of a stock owing primarily to an excess of short selling of a stock rather than underlying fundamentals. A short squeeze occurs when there is a lack of supply and an excess of demand for the stock due to short sellers having to buy stocks to cover their short positions.

<span class="mw-page-title-main">Securities Exchange Act of 1934</span> 1934 U.S. legislation establishing rules and regulatory bodies for financial markets

The Securities Exchange Act of 1934 is a law governing the secondary trading of securities in the United States of America. A landmark of wide-ranging legislation, the Act of '34 and related statutes form the basis of regulation of the financial markets and their participants in the United States. The 1934 Act also established the Securities and Exchange Commission (SEC), the agency primarily responsible for enforcement of United States federal securities law.

Investor relations (IR) is a "strategic management responsibility that is capable of integrating finance, communication, marketing and securities law compliance to enable the most effective two-way communication between a company, the financial community, and other constituencies, which ultimately contributes to a company's securities achieving fair valuation." as defined by National Investor Relations Institute (NIRI). IR is also function to assess the impact of a company actions on the company's position in the capital markets.

<span class="mw-page-title-main">Securities market</span> Component of the wider financial market

Security market is a component of the wider financial market where securities can be bought and sold between subjects of the economy, on the basis of demand and supply. Security markets encompasses stock markets, bond markets and derivatives markets where prices can be determined and participants both professional and non professional can meet.

The phrase street name securities or "nominee name securities" is used in the United States to refer to securities of companies which are held electronically in the account of a stockbroker or bank or custodian, similar to a bank account. The entity whose name is recorded as the legal owner of the securities is known as the "nominee owner," and that entity has ownership rights in the security. The nominee owner holds those ownership rights on behalf of the true economic owner who is referred to as the beneficial owner.

The indirect holding system is a system of securities clearance, settlement and ownership system where ownership information is held electronically as a book entry. It consists of one or more tiers of intermediaries between issuer and investor. It is an evolution from the "direct holding system" in which owners of securities had a direct relationship with the issuer.

<span class="mw-page-title-main">Rights issue</span>

A rights issue or rights offer is a dividend of subscription rights to buy additional securities in a company made to the company's existing security holders. When the rights are for equity securities, such as shares, in a public company, it can be a non-dilutive pro rata way to raise capital. Rights issues are typically sold via a prospectus or prospectus supplement. With the issued rights, existing security-holders have the privilege to buy a specified number of new securities from the issuer at a specified price within a subscription period. In a public company, a rights issue is a form of public offering.

<span class="mw-page-title-main">Stock certificate</span> Legal document that certifies legal interest

In corporate law, a stock certificate is a legal document that certifies the legal interest of ownership of a specific number of shares or stock in a corporation.

A stock transfer agent, transfer agent, share registry or transfer agency is an entity, usually a third party firm unrelated to security transactions, that manages the change in ownership of company stock or investment fund shares, maintains a register of ownership and acts as paying agent for the payment of dividends and other distributions to investors. The name derives from the impartial intermediary role a transfer agent plays in validating and registering the purchase of new ownership shares and, in the case of a transfer of ownership, cancelling the name and certificate of shareholders who sell shares and substituting the new owner's name on the official master shareholder register.

<span class="mw-page-title-main">Financial market participants</span>

There are two basic financial market participant distinctions, investors versus speculators and institutional versus retail. Action in financial markets by central banks is usually regarded as intervention rather than participation.

<span class="mw-page-title-main">Stock</span> Shares into which ownership of the corporation is divided

Stock consist of all the shares by which ownership of a corporation or company is divided. A single share of the stock means fractional ownership of the corporation in proportion to the total number of shares. This typically entitles the shareholder (stockholder) to that fraction of the company's earnings, proceeds from liquidation of assets, or voting power, often dividing these up in proportion to the amount of money each stockholder has invested. Not all stock is necessarily equal, as certain classes of stock may be issued, for example, without voting rights, with enhanced voting rights, or with a certain priority to receive profits or liquidation proceeds before or after other classes of shareholders.

The Unidroit convention on substantive rules for intermediated securities, also known as the Geneva Securities Convention, was adopted on 9 October 2009. It has been signed by only one of the 40 negotiating States (Bangladesh), but not entered into force. The official commentary was published in 2012.

Broadridge Financial Solutions, Inc. is a public corporate services and financial technology company founded in 2007 as a spin-off from management software company Automatic Data Processing. Broadridge supplies public companies with proxy statements, annual reports and other financial documents, and shareholder communications solutions, such as virtual annual meetings.

In finance and financial law, dematerialization refers to the substitution of paper-form securities by book-entry securities. This is a form of indirect holding system in which an intermediary, such as a broker or central securities depository, or the issuer holds a record of the ownership of shares usually in electronic format. The dematerialization of securities such as stocks has been a major trend since the late 1960s, with the result that by 2010 the majority of global securities were held in dematerialized form electronically.

<span class="mw-page-title-main">Securities market participants (United States)</span>

Securities market participants in the United States include corporations and governments issuing securities, persons and corporations buying and selling a security, the broker-dealers and exchanges which facilitate such trading, banks which safe keep assets, and regulators who monitor the markets' activities. Investors buy and sell through broker-dealers and have their assets retained by either their executing broker-dealer, a custodian bank or a prime broker. These transactions take place in the environment of equity and equity options exchanges, regulated by the U.S. Securities and Exchange Commission (SEC), or derivative exchanges, regulated by the Commodity Futures Trading Commission (CFTC). For transactions involving stocks and bonds, transfer agents assure that the ownership in each transaction is properly assigned to and held on behalf of each investor.

References

  1. https://news.gamestop.com/static-files/70a8632c-6308-4f16-8adc-7bdd65c39d89
  2. "WhyDRS | DRS Leaderboards".