Securities Brokers and Dealers, Investment Banks, Merchant Banks Industry Terminology
Accredited Investor
An individual or entity meeting income or net-worth thresholds under securities laws, eligible to invest in private placements and certain alternative assets.
Only accredited investors could participate in the Reg D PIPE.; Compliance verified the family office's accredited status before sending the deck.; We limited the seed round to accredited investors to avoid a full registration.
ADR (American Depositary Receipt)
A negotiable certificate representing shares of a non-U.S. company, traded on U.S. exchanges.
The bank acted as depositary for the company's Level III ADR program.; We'll list via ADRs to access U.S. liquidity.; ADR volume spiked after the earnings beat.
Algorithmic Trading
Automated order placement using predefined rules and models to optimize execution (e.g., VWAP, TWAP) and reduce market impact.
We routed the block via algos to minimize slippage.; The client requested a VWAP algo for the rebalance.; Latency-sensitive flows run on co-located algorithmic engines.
Alternative Trading System (ATS)
SEC-registered non-exchange trading venue (e.g., ECNs, dark pools) that matches buyers and sellers.
We executed in an ATS to avoid signaling.; The ATS's midpoint book improved price.; Fixed income ATS volume is growing as dealers electronify.
Anti-Money Laundering (AML)
Policies and controls to detect and prevent money laundering and terrorist financing, including customer due diligence and monitoring.
Operations flagged the wire under AML rules.; We enhanced AML screening for higher-risk geographies.; KYC and AML checks delayed the account opening.
Best Execution
A broker's obligation to seek the most favorable terms for a client's orders, considering price, speed, and likelihood of execution.
Route selection is documented for best ex reviews.; Our smart order router supports best execution across venues.; Regulators examined our best execution policies.
Bid-Ask Spread
The difference between the highest bid and lowest ask price, reflecting liquidity and transaction costs.
The spread widened after the halt.; Market makers tightened the spread post-open.; Illiquid bonds show persistent wide spreads.
Broker-Dealer
A firm that buys and sells securities for its own account (dealer) and/or on behalf of clients (broker), subject to SEC/FINRA oversight.
Our broker-dealer capital is sized for underwriting risk.; The BD's WSPs were updated for Reg BI.; They operate as an introducing broker-dealer.
Chinese Wall (Information Barrier)
Controls separating public-side and private-side teams to prevent misuse of MNPI; commonly called an information barrier.
Research is on the public side behind the barrier.; We set up a wall before wall-crossing investors.; Compliance monitors barrier breaches.
Counterparty Risk
The risk that the other party to a trade or contract fails to perform.
We novated the swap to reduce counterparty risk.; Margin calls mitigate counterparty exposure.; The CDS widened on rising counterparty concerns.
Dark Pool
A non-displayed trading venue where orders are matched without pre-trade transparency.
We printed 300k shares in a dark pool at midpoint.; Dark liquidity helped reduce market impact.; Dark pool executions triggered price improvement.
Debt Capital Markets (DCM)
The origination and syndication of debt securities, including investment-grade, high-yield, and structured products.
DCM is pitching a debut bond for the issuer.; DCM and syndicate set initial price talk.; We're monitoring the curve for the DCM window.
Derivatives
Financial contracts whose value depends on an underlying asset or index (e.g., options, futures, swaps).
They hedged rate risk with swaps and swaptions.; We structured an equity collar for the founder.; The desk books options delta-neutral.
Due Diligence
Investigative review of financials, operations, legal, and risks before underwriting, M&A, or investment.
We're in data room diligence this week.; Legal diligence flagged a litigation reserve.; Bankers ran customer calls as part of commercial DD.
ECM (Equity Capital Markets)
The origination and execution of equity and equity-linked offerings such as IPOs and follow-ons.
ECM is drafting the IPO timetable.; ECM coordinated the wall-cross for the block trade.; The ECM calendar is busy ahead of earnings.
Fairness Opinion
An investment bank's opinion on the financial fairness of a transaction to shareholders, often in M&A.
The board requested a fairness opinion.; We provided a fairness opinion to the special committee.; Disclosure includes the fairness opinion summary.
FINRA
The self-regulatory organization overseeing U.S. broker-dealers, enforcing conduct, licensing, and market rules.
FINRA examined our best ex procedures.; New reps must pass FINRA's SIE and Series exams.; We filed the ad with FINRA for review.
Greenshoe (Overallotment Option)
An option allowing underwriters to sell extra shares (typically up to 15%) to stabilize the price post-offering.
Syndicate exercised the greenshoe in full.; The shoe helped offset aftermarket volatility.; We used the shoe to cover short allocations.
Initial Public Offering (IPO)
The first sale of a company's shares to the public via an underwritten offering.
The IPO priced above the range.; We launched the roadshow for next week's IPO.; Lock-ups kick in 180 days post-IPO.
Insider Trading
Trading securities based on material non-public information, which is illegal in most jurisdictions.
Compliance halted trading amid insider risk.; Wall-crossed investors agreed to abstain to avoid insider trading.; The regulator charged employees with insider trading.
ISDA Master Agreement
The standard legal framework for OTC derivatives between two parties, including credit support annex (CSA).
We negotiated ISDA and CSA terms with the counterparty.; No trade until the ISDA is executed.; Collateral thresholds are set in the ISDA.
KYC (Know Your Customer)
Procedures to identify clients and assess risk as part of AML/CFT regimes.
Account opening is pending KYC documents.; Enhanced KYC applies to PEPs.; Periodic KYC refresh is due next quarter.
Lock-up
A contractual restriction preventing insiders from selling shares for a period after an offering.
Lock-ups expire 180 days post-IPO.; We negotiated an early lock-up release for the follow-on.; The stock dipped on lock-up expiry.
Market Maker
A dealer that quotes buy and sell prices, providing liquidity and earning the spread.
Market makers tightened quotes ahead of the print.; The desk is a designated market maker in that ETF.; We widened spreads during the volatility spike.
Material Non-Public Information (MNPI)
Information that is both material and not publicly available; its misuse triggers insider trading liability.
Accessing MNPI requires private-side status.; We cleansed investors once the MNPI was disclosed.; MNPI must be logged and restricted.
Merchant Banking
Principal investing by a bank or advisory firm in private companies or projects, often with advisory involvement.
The merchant banking arm led the growth equity round.; We're exploring a merchant banking co-invest.; Merchant banking holds a minority stake alongside the sponsor.
Mergers and Acquisitions (M&A)
Advisory and financing for corporate combinations, divestitures, and restructurings.
We pitched an M&A sell-side mandate.; The board formed a special committee for the M&A process.; Cross-border M&A requires FDI approvals.
Net Capital Rule (SEC Rule 15c3-1)
Broker-dealer capital requirements designed to ensure liquidity and protect customers.
The BD increased net capital ahead of a large underwriting.; Operations monitor 15c3-1 daily.; A deficiency would trigger a net capital call.
OTC (Over-The-Counter)
Trading securities bilaterally rather than on an exchange, common for bonds and derivatives.
We priced the CDS OTC under ISDA.; Most HY bonds trade OTC via dealers.; OTC options require bespoke confirmations.
PIPE (Private Investment in Public Equity)
A private placement of equity or equity-linked securities by a public company to accredited/qualified investors.
We anchored the PIPE alongside the SPAC merger.; The issuer raised liquidity via a discounted PIPE.; PIPE documentation includes a resale registration.
Prime Brokerage
Services for hedge funds including financing, securities lending, custody, and trade execution.
PB provided margin financing and stock borrow.; The fund multi-primes to diversify counterparty risk.; We shifted our short book to another prime broker.
Prospectus
A formal offering document describing the issuer, risks, and terms; the preliminary version is the 'red herring.'
The SEC declared the prospectus effective.; We updated risk factors in the preliminary prospectus.; Investors requested the final prospectus post-pricing.
Qualified Institutional Buyer (QIB)
Institution meeting Rule 144A thresholds, eligible to buy restricted securities like 144A bonds.
Allocations prioritized QIBs.; Only QIBs could participate in the 144A tranche.; We verified QIB status before sharing the OM.
Regulation Best Interest (Reg BI)
U.S. rule requiring broker-dealers to act in retail customers' best interest when making recommendations.
We updated policies to comply with Reg BI.; Training covers Reg BI conflicts disclosures.; The audit sampled retail recommendations under Reg BI.
Repurchase Agreement (Repo)
Short-term secured borrowing where securities are sold and later repurchased; reverse repo is the lender's side.
We financed Treasuries via overnight repo.; GC repo rates tightened into quarter-end.; The desk rolled the term repo for another week.
Roadshow
Investor marketing meetings for an offering, often including a recorded presentation and 1x1s.
The IPO roadshow starts Monday.; We ran a virtual roadshow across time zones.; Feedback from the roadshow tightened the range.
Secondary Offering
Sale of existing shares by current holders (as opposed to primary issuance by the company).
Syndicate launched a secondary block trade.; The deal is a secondary with no primary proceeds.; We structured a marketed secondary to broaden demand.
Securitization
Packaging financial assets into tradable securities (e.g., RMBS, CMBS, ABS), often with tranching.
We're structuring an auto ABS securitization.; Credit enhancement improved the senior tranche rating.; The conduit fed collateral into the CMBS deal.
Short Selling
Selling borrowed securities to profit from a price decline, later repurchasing to cover.
We located borrow through prime for the short.; Short interest spiked ahead of earnings.; The uptick rule affected our short entry.
Special Purpose Acquisition Company (SPAC)
A shell company that raises capital in an IPO to acquire a target, taking it public via de-SPAC.
The SPAC secured a PIPE to close the merger.; Sponsor promote terms were renegotiated.; Redemptions were high before the de-SPAC vote.
Swap
A derivative contract exchanging cash flows (e.g., interest rate, currency, credit).
We entered a pay-fixed interest rate swap.; The cross-currency swap hedges euro revenues.; The CDS spread widened 20 bps.
Syndicate
Group of underwriters that market and distribute a new issue, led by a lead-left bookrunner.
Syndicate set price talk at T+150.; We added two co-managers to the syndicate.; Allocations were finalized by syndicate.
T+1 Settlement Cycle
U.S. standard settlement time for most securities trades: one business day after trade date (effective 2024).
We accelerated post-trade to meet T+1.; Securities lending timelines adjusted for T+1.; International trades may still be T+2 or T+3.
Term Sheet
Non-binding summary of key terms for a financing or deal, used before definitive documents.
Investors signed the term sheet after wall crossing.; The bond term sheet shows covenants and use of proceeds.; We circulated a revised term sheet overnight.
Trading Halt
Temporary pause in trading due to volatility, news, or regulatory reasons.
The stock entered a Level 1 halt on a 7% drop.; A pending news halt preceded the announcement.; The halt extended into the reopening auction.
Underwriting
The process by which banks commit to purchase and distribute new securities (firm commitment) or use best efforts.
We underwrote $500 million of notes on a firm-commit basis.; Underwriting fees are split across the syndicate.; The risk committee cleared the underwriting exposure.
Volcker Rule
Regulation limiting proprietary trading and certain fund investments by banking entities.
We reclassified positions to comply with Volcker.; Market-making exemptions are documented under the Volcker Rule.; The Volcker desk policies were refreshed.
Volume-Weighted Average Price (VWAP)
The average price weighted by traded volume over a period, used as a benchmark and execution target.
We executed near VWAP for the rebalance.; The algo aims to match VWAP intraday.; Performance is measured versus the day's VWAP.
Wall Crossing
Pre-marketing select investors under NDA to gauge demand/pricing using MNPI before an offering.
We wall-crossed QIBs ahead of the block.; Investors were cleansed post-launch.; Legal coordinated wall-cross NDAs.
Yield Curve
Graph of yields across maturities for a given issuer or risk class; slope informs issuance and valuation.
The inverted yield curve affected tenor selection.; DCM priced at T+ spread off the curve.; We hedged duration given a steepening outlook.
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