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Equity Securities Fraud
“Naked” Short Selling Equity Securities Fraud Julie Cardoza & Arlie Rogers Craig School of Business Copyright 2010 Julie Cardoza & Arlie Rogers
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Why “Naked” Short Selling?
Arlie – here are some clip art options… if you are interested.
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“Naked” Short Selling Agenda
History of managing equity securities What is Short Selling? What is “Naked” Short Selling? “Naked” Short Selling Cases SEC Regulations Regulation Recommendations
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Management of Equities Securities
The Background
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History of Equity Securities
Loop-holes Internet Removed the Middleman Depository Trust Company Caveat Emptor Source: “Wall Street’s Naked Swindle”
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Short Selling The Legal Version
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Legal Short Selling Legal Requirements
The sale of a stock that a seller does not own at the time, hedging that the stock will fall. If the price of the stock drops, short sellers buy the stock at the lower price and make a profit. Legal Requirements Seller has borrowed the security or made a good faith arrangement to borrow the security, or Seller reasonably believes it can locate and borrow the security by the settlement day, and Seller has documented compliance with either of the above two requirements. Source: “Naked shorting is little different from permissible shorting.” and “Division of Market Regulation”
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An Illustration Legal Short Selling 100 100 100 @ $10/share
COMPANY BROKER TRADER An Illustration Hold Borrow 100 100 100 @ $10/share 100 x $10 = $1000 Source: Matt Taibbi on Short Selling
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Legal Short Selling $1000 $1000 100 100 @ $10/share @ $10/share BUYER
TRADER Shares $1000 $1000 100 100 @ $10/share @ $10/share Money Source: Matt Taibbi on Short Selling
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Legal Short Selling $10 $8 $1000 100 Time Passes 100 x $10 = $1000
TRADER Time Passes $1000 100 Source: Matt Taibbi on Short Selling
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Legal Short Selling 100 $800 $1000 100 @ $8/share (still has $200)
TRADER 100 SELLER Money $800 $1000 100 @ $8/share Shares (still has $200) Source: Matt Taibbi on Short Selling
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Legal Short Selling $200 100 $2000 100 @ $8/share @ $8/share Profit of
TRADER BROKER Profit of $200 Return 100 $2000 100 @ $8/share @ $8/share Source: Matt Taibbi on Short Selling
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“Naked” Short Selling The Illegal Version
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“Naked” Short Selling Similar to legal short selling, but with a willful intent to defraud the system. The seller knowingly allows buyers to purchase more shares than are available. Results of “Naked” Short Selling The seller profits financially Manipulates the market Company stocks are devalued Source: Division of Market Regulation
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An Illustration “Naked” Short Selling Borrow 100 BROKER TRADER
Source: Matt Taibbi on Short Selling
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“Naked” Short Selling 100 IOU $$$ @ $10/share TRADER BUYER BUYER BUYER
Source: Matt Taibbi on Short Selling
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“Naked” Short Selling IOU Failure to Deliver TRADER BUYER BUYER BUYER
Source: Matt Taibbi on Short Selling
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“Naked” Short Selling TRADER GOSSIP GIRL Bad Rumors
Source: Matt Taibbi on Short Selling
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What happens to the company stock?
“Naked” Short Selling What happens to the company stock? 100 x $10 = $1000 $10 $2 100 x $2 = $200 Source: Matt Taibbi on Short Selling
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“Naked” Short Selling 100 $200 $1000 100 @ $2/share (still has $800)
TRADER 100 SELLER Money $200 $1000 100 @ $2/share Shares (still has $800) Source: Matt Taibbi on Short Selling
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“Naked” Short Selling 100 $7,200 Profit TRADER BUYER BUYER BUYER BUYER
Source: Matt Taibbi on Short Selling
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“Naked” Short Selling Recent Cases
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Overstock.com/ Copper River
Background Copper River (formerly Rocker Partners), a hedge fund, was charged with profiting from “naked” short selling Overstock stocks. Overstock sold over 19 million shares, but 35 to 40 million shares existed. Resulting in shares held by legitimate owners of Overstock are potentially worth half their true value. Fine/Settlement Copper River paid Overstock $5 Million Sources: Overstock.com website & “Overstock's Byrne claims $5m scalp over short selling”
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Hazan Capital Management LLC
Background Engaged in “naked” short selling (‘05-’07) “Failure to Deliver” list by Clearing Firm Ultimatum lead to more shams At least $3 million in profit Fine/Settlement $1 million fine to SEC $1.5 million each to NYSE AMEX & NYSE Arca Steven Hazan barred for 5 years Sources: “SEC Charges Options Traders and Broker-Dealers for "Naked" Short Sale Rule Violations” and “SEC takes enforcement action against naked shorts charges lodged against 2 option traders and their broker dealers.”
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Bear Sterns Background (provide additional info here) Results
Source: “Wall Street’s Naked Swindle”
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Regulations For Equity Securities Fraud
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Regulatory Actions Regulation SHO “Locate” Requirement
"Close-out" Requirement Daily list of threshold securities Rule 204 (provide details here) Source: “Wall Street’s Naked Swindle”
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Recommendations To Improve Regulations
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Recommendations TBD
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Thank You TBD
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Sources Naked shorting is little different from permissible shorting. The Economics of Naked Short Selling by C. Culp and J.B. Heaton. Regulation. Spring 2008) Division of Market Regulation: Key Points About Regulation SHO. April Wall Street’s Naked Swindle: A scheme to flood the market with counterfeit stocks helped kill bear Sterns and Lehman Brothers – and the feds have yet to bust the culprits. By Matt Taibbi. October 14, Rolling Stone. Matt Taibbi on Short Selling Overstock's Byrne claims $5m scalp over short selling. Financial News. By Cade Metz. December 9, 2009. SEC Charges Options Traders and Broker-Dealers for "Naked" Short Sale Rule Violations. Aug. 5, 2009. SEC takes enforcement action against naked shorts charges lodged against 2 option traders and their broker dealers.
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