Secondary markets provide investors a way to trade securities they have previously purchased or buy new ones offered by other investors. This blog will look at the seven golden rules of secondary markets as well as how these rules are enforced through JOBS Act regulations.
What is a Secondary Market?
A secondary market is an organized platform that provides investors with the opportunity to buy securities from other investors, rather than from the issuer itself. It allows investors to have more flexibility in trading their securities and opens up the potential for greater liquidity. Secondary markets can be used to buy or sell almost any type of security, including stocks, bonds, options, futures, derivatives, and commodities.
How an ATS Differ from an Exchange
When trading securities on a secondary market, it is vital to understand the different types of Alternative Trading Systems (ATSs) available. ATSs are electronic trading platforms that can be used to trade securities without going through a traditional exchange. These systems can provide investors with greater liquidity and flexibility in trading their securities than what is available on an exchange.
Like an exchange that brings together buyers and sellers of securities, an ATS does not take on regulatory responsibilities. This means that an ATS can trade both listed and unlisted securities, like those purchased under a JOBS Act exemption. ATSs are also regulated by the SEC but must be operated by a FINRA-registered broker-dealer.
The 7 Golden Rules of Secondary Markets
To ensure that transactions are compliant with security regulations, both issuers and investors should consider the following rules when transacting on a secondary market.
Rule 1: Know Your Client (KYC) – Before conducting transactions, there must be a KYC procedure carried out by the broker-dealer. This helps to identify potentially risky investors and ensure that steps are being taken to prevent fraud, money laundering, and other illicit activities.
Rule 2: Disclose Financial Data – Issuers must disclose all relevant financial data before engaging in a transaction on the secondary market. This includes any material changes that have occurred since the last disclosure was filed. From an investor’s perspective, it is important to understand the financial health of the issuer before investing in their securities. This can be achieved by viewing the issuer’s financial statements, annual reports, and/or audited financials. Transparency is crucial in building trust with investors, and failure to disclose pertinent information can result in legal repercussions that can affect the trading of your security on the secondary market.
Rule 3: Respect Minimum Price Fluctuations – When trading on the secondary market, investors must always respect price fluctuation limits set by the governing body. These limits are designed to protect both buyers and sellers from extreme volatility or manipulation of the market. With most investors not being able to trade JOBS Act securities on the secondary market for at least a year, these limits help protect investors from quick market movements while providing issuers with stability.
Rule 4: Execute Trades Quickly – All trades on the secondary market must be executed quickly to ensure that buyers and sellers are getting the best price attainable. This is especially important with JOBS Act securities, as they are subject to strict time frames for when trading can take place. By executing orders promptly, investors can maximize their profits and minimize losses.
Rule 5: Follow Market Regulations – All transactions on the secondary market must adhere to governing body regulations, such as those set forth by the SEC, FINRA, and other regulatory agencies. This ensures that trades are conducted fairly and within legal bounds. It also protects all parties involved in a transaction from fraud.
Rule 6: Adhere to Securities Laws and Regulations – Issuers must comply with all applicable securities laws and regulations when trading on the secondary market. This includes complying with JOBS Act regulations, such as Regulation A+ and Regulation Crowdfunding. Failure to comply with these regulations can result in fines, penalties, and legal action.
Rule 7: Maintain Good Communication with Investors – Issuers should maintain regular and open communication with investors, providing updates on the company’s performance and any important developments. This helps to build trust and confidence in the relationship between the issuer and the investor. Good communication can also help to mitigate potential issues or conflicts that may arise in the future.
Overall, secondary markets can offer a variety of benefits to both investors and issuers, including greater liquidity and flexibility in trading securities. However, both parties need to follow the rules and regulations governing these markets to ensure fair and secure transactions. By adhering to the seven golden rules of secondary markets, investors and issuers can mitigate risk and build trusting relationships that can lead to greater success in their investment endeavors.