Broker-Dealers Breakaway to Equity-Owned Boutiques

Posted on October 18, 2015 by admin

Breakaway-Broker Movement Continues…

Traditional wire-house brokerdealers and brokers/investment advisors are increasingly departing big securities firms and migrating to equity-owned boutiques that provide these brokers with private equity ownership in a business model that makes more sense to them, and hopefully more dollars.

WSJ’s Michael Wursthorn summarized this new trend in a recent column “Rise of the Broker Turned Entrepreneur…” and gives an update to continuing saga in the now multi-year “breakaway-broker” movement with extract below..

For financial advisers who launch their own independent practices, having equity is king.

Those ownership stakes are very different from the shares many held in big securities firms that previously employed them. The private-company equity comes with big advantages but also risks.

During the financial crisis, brokers at the major brokerage firms suffered a steep drop in a key portion of their compensation: the value of the shares they were given in those firms. Since then, some brokers say they generally have less interest in receiving shares in the firms they work for, instead favoring higher cash payouts, if possible.

But that attitude is being put aside by brokers who are taking flight from the big firms to launch their own practices or who join one already established. In fact, the allure of an ownership stake in a private practice is helping to push more advisers to join the growing number of so-called breakaway brokers.

For the entire 10 October article from the WSJ, click here

Bulls and Bears Make Money; BDs Who Are Pigs..

Posted on October 13, 2015 by admin

As the Wall Street adage goes, “Bulls and Bears Make Money…Pigs Get Slaughtered..” The folks here at BrokerDealer.com could not resist re-distributing the news about former Lehman trader Jonathan Hoffman and his smack down by Federal Bankruptcy Court Judge Shelly Chapman, who ruled that double-dipping isn’t good form and Mr. Hoffman must be bonkers if he believes the Lehman estate should pay him a past-due $83mil bonus–which was the exact amount Lehman’s subsequent owner Barclays paid to Hoffman when he joined that acquiring bank.

The only thing Judge Chapman neglected to add (also overlooked by DealBreaker’s Bess Levin-who published the below) was a reference to Donald Trump’s recent metaphorical comments on the topic of double-dipping.. We says this was an oversight on Judge Chapman’s part only because of the wit in her writ. We can’t explain how gossip writer and social media actress Bess Levin overlooked the joke, simply because she should know better: Any fun story gets much more distance these days whenever inserting Trump’s name into the narrative.

Here’s Bess Levin’s ‘editorial take’…

jonathan hoffman former lehman trader wsj photo

Former Lehman Trader Jonathan Hoffman; photo courtesy of WSJ

Remember Jonathan Hoffman? Former Lehman Brothers trader who later took a job with Barclays, who decided in 2014 that he wanted to figuratively demonstrate the size of his testicles to the world by making the case that although the British paid him an $83 million bonus upon joining the firm, Lehman separately owed him that exact same amount, which he sued the estate to collect? Based on the argument that unlike many of the Lehman employees who were simply taken in by Barclays following the collapse of the investment bank, he could have gotten a job anywhere and chose to join Barclays, with whom he entered into a new contract, separate from the one he had with Lehman? And that the $83 million they paid him was kind of just like a signing bonus, and didn’t let his former employer off the hook? A judge told him Friday to sit down and shut up.

Judge Shelley Chapman of the U.S. Bankruptcy Court in New York said former top trader Jonathan Hoffman is entitled to only about $7.7 million stemming from an unpaid portion of the bonus he was awarded in 2007. Furthermore, Mr. Hoffman will receive only 35 cents on the dollar for the bonus. “Mr. Hoffman was a gifted trader who generated billions of dollars in profits for Lehman over the course of his employment,” Judge Chapman said in an 87-page decision Thursday. But she characterized as “pure nonsense” the Wall Street veteran’s argument that Lehman owed him more than $83 million, even though he had received a similar amount from Barclays PLC. The judge said Lehman’s obligation to pay Mr. Hoffman’s bonus was transferred to Barclays PLC when it bought Lehman shortly after the failed investment bank filed for bankruptcy. Barclays agreed to pay the $83 million and to copy other key terms of his employment agreement with Lehman.’

The entire article can be found at DealBreaker.com

Here Comes MiFID Part 2-What BrokerDealers Need to Know

Posted on October 12, 2015 by admin

MiFID II is in the batter’s box, and BrokerDealer.com provides a good primer for investment banks and broker-dealers courtesy of Traders Magazine contributor Simon Richards of Fonetic USA.

BrokerDealer.com note: Its time to deploy a new regime of voice-recording record keeping…

The investment banking beast is changing its spots. Driven by the regulators and the threat of billion dollar fines, these traditionally ponderous organizations are awake to what they need to do in order to comply with the Dodd-Frank Act and MiFID. But it is quite clear that the establishment of new regulations is not going to be a one-off occurrence.

BrokerDealer.com provides the most comprehensive list of global brokerdealers with a database of broker-dealers in 35 countries across the world.

The recent changes to the Markets in Financial Instruments Directive — MiFID II — demonstrate that the regulations are going to change often and rapidly. Adapting to amendments to regulations is the new status quo.

The MiFID II changes are wide-ranging and will affect functions across the board from trade strategy, trade initiation, trade execution, settlement and clearing to ongoing management. Your firm’s IT and HR systems are also likely to be affected.

One significant change is that the scope of the Transaction Reporting Obligation is being extended. Investment firms will have to keep a complete record of all services, activities and transactions in a format that can be accessed by regulators. Let’s take a look.

Phone and Ecomms: Firms must record all phone and electronic communications relating to concluded and potential transactions. The records must be stored for a minimum of five years and where requested by an authority up to seven years. Under Dodd-Frank, phone recordings are required to be kept for 12 months.

Storage: All electronic records must be stored in a medium that cannot be changed or deleted and must be available to clients on demand.

Trading: All trades, including algorithmic trading records, must be stored on an approved form with accurate, time-sequenced record of orders that were placed executed or cancelled. Firms must keep all relevant data relating to orders and transactions, whether for their own account or on behalf of clients.

The MiFID II amendments illustrate that the regulations are subject to rapid change. This means the industry needs to become more strategic. In short, tactical solutions are no longer going to cut the mustard.

To read the entire primer, please visit TradersMagazine.com

Simon Richards is CEO of Fonetic USA.

SEC New Rules Requiring BrokerCheck Links

Posted on October 9, 2015 by admin

The Securities and Exchange Commission has approved a Finra rule that would require brokerage firms to include a link to a public database containing background information about their brokers on their websites.

Under the rule, a brokerage will have to include a “readily apparent reference and hyperlink” to BrokerCheck on a homepage that is initially viewed by retail investors. It also would have to include links to the database on profile pages of individual brokers.

The rule will go into effect no later than 180 days after the SEC approval order is published in the Federal Register. It’s not clear when the order will appear there.

BrokerDealer.com provides the world’s largest database of registered broker-dealers operating across 35 countries worldwide

To read the entire story, published by InvestmentNews.com , please click here

Equity Crowdfunding and BrokerDealer Rules

Posted on October 8, 2015 by admin

BrokerDealer.com curators have received many inquiries from across the industry with regard to equity crowdfunding rules and regs. As spotlighted by industry experts at RaiseMoney.com, the portal launched by Wall Street expats, the SEC is getting ready to formally announce new rules for the multi-billion dollar crowd fund industry, and towards addressing the common questions, below is post produced by Scott Purcell, serial entrepreneur and founder and CEO of FundAmerica. Purcell keeps a highly informative blog, focusing on equity crowdfunding in the US, and we are sharing the latest post below…and remind our readers that the following is for informational purposes only. BrokerDealers or Investment Advisors who are engaged in crowdfunding initiatives should consult with their compliance officer and an attorney.

This is the single most common question I get asked. There’s a lot of misinformation about this, so let’s clear it up…

BrokerDealer.com hosts the world’s most comprehensive database of brokerdealers operating across 35 countries worldwide

Keep in mind that a “platform” is just a website. It’s NOT a business in and of itself (people often confuse a 506b/c or Reg A platform with a Title III “portal” as defined in the JOBS Act, and they are very differrent things). A platform is simply a tool for general solicitation. So you are not a platform, you are an issuer/investment adviser/listing service/broker-dealer who might have a website that lists offerings of securities, might use other websites that promote offerings of securities, might use social media to promote offerings of securities, might run newspaper ads to promote offerings of securities, might send emails to promote offerings of securities…you get the picture.

Platform Types:

There are four main types of businesses using platforms to market securities pursuant to 506-D (aka “Title II of the JOBS Act”) and Regulation A (“Title IV”):

Broker-dealers
Investment advisers
Ad/listing services
Direct Issuers

Which one are you? Well that depends upon your business model.

Broker-dealers can charge commissions based upon the amount and/or success of an offering. They can also make specific recommendations (not to be confused with “general solicitation”, which anyone can do in a 506(c) or Reg A offering whether registered or not). BD’s typically charge around 8%+ of an offering to cover costs associated with compliance, due diligence, sales commissions, etc. So if you want to charge, for example, an 8% commission on a $1M offering then you need to either be a FINRA member firm or a registered representative of one.

NOTE: only BD’s and registered representatives can receive commissions or success-based compensation. You CANNOT receive commissions as a rep and then hand those over to an unregistered person or company. This is a huge mistake we have heard many operators are making; getting someone in their firm registered so the BD can pay them, and then having them hand over those fees as income to the firm. Illegal. Games cannot be played with this (e.g. charging the rep a huge office rent) as regulators are wise to that and the results will not be pretty. So unless you intend to register every single person in your business, or to buy all or part of a broker-dealer, there is no way for you to receive any income tied to the amount or success of a securities offering.

Investment-advisers typically operate on a “2/20” model – meaning a 2% annual management fee on the assets resulting from the funds raised in the offering and an upside profit-share of 20% in the profits of the business/investment (referred to in securities lingo as “carried interest” – it’s called that as it’s your interest in the success of the venture, so don’t confuse it with interest-rate or a commission on the deal). This falls under the Investment Advisers Act of 1940. Thus, under this model it is not necessary (or advisable) to be a BD or a branch-office of one. Starting an IA is generally free as you are usually initially exempt from federal and state registration requirements due to de minimis exemptions. Even when you do hit the threshold for state or SEC registration, the costs are minuscule compared to those associated with operating a broker-dealer.

Ad/Listing services might charge a listing fee that is non-refundable and/or a fixed transaction fee for processing data and/or other types of fees which are not (and cannot be) contingent upon the success of the deal. Issuers come to the platform and agree to pay the ad or listing fees (if any) for displaying their offering. The platform focuses on marketing itself and providing general solicitation services to issuers who engage them. They get no compensation in the form of commissions, fund management fees or carried interest like broker-dealers or investment advisers do. Thus, under this model it is not necessary (or advisable) to be a BD or a branch-office of one.

Interesting: investment advisers and broker-dealers can post the offerings or deals they are selling on listing services platforms. Some such platforms are even aggregating (re-displaying) offerings which are displayed on other platforms. My next article will discuss various forms of syndication.

Issuer-Direct websites (platforms) are run by businesses (e.g. real estate developers, technology incubators and others) to solicit investors for their own deals, and as such don’t charge any fees at all. They are just platforms that list and advertise the offerings to prospective investors as allowed in 506-D and Reg A offerings. These platforms are not subject to any specific regulatory memberships or oversight, though of course the securities themselves still have to comply with the requirements of the Securities Act of 1933 (’33 Act), and the sale of those securities has to comply with each of the 50 “mini-SEC’s” state laws regarding securities dealers. Under this model it is not necessary (or advisable) to be a BD or a branch-office of one (but almost always necessary to engage one to “sell” your securities to states residents).

Why not just go ahead and operate as a broker-dealer even if you really don’t have to? Because unless you’re already a broker-dealer then your expertise is likely elsewhere, it’s not what you do, and the added burden of regulatory compliance can be debilitating to your business and to the offerings your promote; and registered representatives can’t share fees with non-registered persons anyhow. So stick with what you know, and hire other firms to do what they do.

But don’t offerings displayed on platforms have to be under the control of/underwritten by a broker-dealer? No.

So, is my business model legal? Here are a few guidelines…
If operating as an investment advisor, listing service or issuer direct - do not charge fees based upon the amount or success of the offering and don’t make specific investor recommendations (as opposed to general solicitation, which is fine). Engage a broker-dealer to assist you with various federal and state compliance tasks.
If you are operating as a broker-dealer – do not pay anyone (neither individuals nor businesses) any portion of the compensation you are receiving unless they too are registered and you have specific approval to do so from your broker-dealer.
But…as always…check with your securities attorney before you do anything.