Lecture Notes (31-Oct)

What are financial reports?

And why should anyone care what the auditors think?

Three types of OpinionsUnqualified, qualified & Adverse

Unqualified (aka “Clean”) “We believe these financial statements are (1) fairly

presented in (2) accordance with GAAP (3) consistently applied”

Normal result of an audit When problems are later found, there is a restatement

and explanation


Qualified “We believe these financial statements are (1) fairly presented

in (2) accordance with GAAP (3) consistently applied; except for (4) {List Exceptions}

Qualified opinions may result from legitimate operations Often are a result of ‘contingent claims’

E.g., large class-action lawsuits such as Monsanto dealt with for Asbestos


Adverse “We DO NOT believe these financial statements are (1)

fairly presented in (2) accordance with GAAP (3) consistently applied; THE AUDITORS DISAGREE WITH {List Exceptions}”

Very rare; results from a breakdown of communications with the client

Sarbanes–Oxley Act of 2002

Public Company Accounting Reform and Investor Protection Act of 2002 commonly called SOX or SarBox United States federal law passed in response to a number of major corporate and

accounting scandals including those affecting Enron, Tyco International, and WorldCom (now MCI). These scandals resulted in a decline of public trust in accounting and reporting practices.

Named after sponsors Senator Paul Sarbanes (D–Md.) and Representative Michael G. Oxley (R–Oh.), Act was approved by the House by a vote of 423-3 and by the Senate 99-0.

The legislation is wide ranging and establishes new or enhanced standards for all U.S. public company Boards, Management, and public accounting firms. The Act contains 11 titles, or sections, ranging from additional Corporate Board

responsibilities to criminal penalties, and requires the Securities and Exchange Commission (SEC) to implement rulings on requirements to comply with the new law.

Establishes a new quasi-public agency, the Public Company Accounting Oversight Board, which is charged with overseeing, regulating, inspecting, and disciplining accounting firms in their roles as auditors of public companies.

The Act also covers issues such as auditor independence, corporate governance and enhanced financial disclosure.

Monsanto

INDEPENDENT AUDITORS’ REPORT To the Members of Renessen LLC Bannockburn, Illinois We have audited the accompanying consolidated balance sheets of Renessen LLC (A Development Stage Company) (the

“Company”) as of August 31, 2003, December 31, 2002 and 2001 and the related consolidated statements of operations, members’ interest (deficiency) and cash flows for the eight months ended August 31, 2003 and for each of the three years in the period ended December 31, 2002, and the cumulative period from January 7, 1999 (date operations commenced) through August 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2003, December 31, 2002 and 2001, and the results of its operations and its cash flows for the eight months ended August 31, 2003 and for each of the three years in the period ended December 31, 2002, and the cumulative period from January 7, 1999 (date operations commenced) through August 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2, the Company’s recurring losses from development stage activities and the Members’ minimum funding commitment expiring on January 31, 2004 raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DELOITTE & TOUCHE LLP Chicago, Illinois September 25, 2003

Monsanto SOX

CERTIFICATIONS I, Terrell K. Crews, Executive Vice President and Chief Financial Officer of Monsanto Company, certify that: 1. I have reviewed this transition report on Form 10-K of Monsanto Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved] c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about

the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 25, 2003 /s/ Terrell K. CrewsTerrell K. CrewsExecutive Vice President and Chief Financial OfficerMonsanto Company

GM Auditor Report

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM General Motors Corporation, its Directors, and Stockholders: We have audited the accompanying Consolidated Balance Sheets of General Motors Corporation and subsidiaries (the Corporation) as of

December 31, 2005 and 2004, and the related Consolidated Statements of Income, Cash Flows, and Stockholders’ Equity for each of the three years in the period ended December 31, 2005. Our audits also included the Supplemental Information to the Consolidated Balance Sheets and Consolidated Statements of Income and Cash Flows and the financial statement schedule listed at Item 15 (collectively, the financial statement schedules). These financial statements and financial statement schedules are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of General Motors Corporation and subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, the Corporation: (1) effective December 31, 2005, began to account for the estimated fair value of conditional asset retirement obligations to conform to FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, (2) effective July 1, 2003, began consolidating certain variable interest entities to conform to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, and (3) effective January 1, 2003, began expensing the fair market value of newly granted stock options and other stock-based compensation awards issued to employees to conform to Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 28, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of the Corporation’s internal control over financial reporting and an adverse opinion on the effectiveness of the Corporation’s internal control over financial reporting.

/s/ Deloitte & Touche llp Deloitte & Touche llp Detroit, Michigan March 28, 2006 II-52

GM SOX

CERTIFICATION I, G. Richard Wagoner, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of General Motors Corporation; 2. Based on my knowledge, this report

does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.Date: March 28, 2006

/s/ G. RICHARD WAGONER, JR. G. Richard Wagoner, Jr. Chairman and Chief Executive Officer

GM SOX

Exhibit 31.2 CERTIFICATION I, Frederick A. Henderson, certify that: 1. I have reviewed this annual report on Form 10-K of General Motors Corporation; 2. Based on my knowledge, this report does not

contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of the directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.Date: March 28, 2006

/s/ FREDERICK A. HENDERSON Frederick A. Henderson Vice Chairman and Chief Financial Officer

GM SOX

GENERAL MOTORS CORPORATION AND SUBSIDIARIES Our independent registered public accounting firm, Deloitte & Touche LLP, audited management’s

assessment of internal control over financial reporting and has issued an attestation report on management’s assessment, included in Part II, Item 8 of this annual report on Form 10-K.

/s/ G. RICHARD WAGONER, JR. /s/ FREDERICK A. HENDERSON G. Richard Wagoner, Jr. Chairman and Chief Executive Officer March 28, 2006 Frederick A. Henderson Chief Financial Officer March 28, 2006 Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within General Motors have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

II-50

What is Auditing?

And who are the consumers?

Auditing

An audit is an evaluation of an organization, system, process, project or product. performed by a competent, independent, objective, and unbiased person or

persons, known as auditors.

One purpose is to make an independent assessment based on management's representation of their financial condition (through their financial statements).

Another purpose of the audit is to ensure the operating effectiveness of the internal accounting system is in accordance with approved and accepted accounting standards, statutes, regulations, or practices.

It also evaluates the internal controls to determine if conformance will continue, and recommends necessary changes in policies, procedures or controls.

Auditing is a part of quality control certifications such as ISO 9000.

Financial Audits

Financial audits are typically performed by firms of practicing accountants due to the specialist financial reporting knowledge they require.

The financial audit is an assurance or attestation functions provided by accounting firms, whereby the firm provides an independent opinion on published information.

Internal auditors, who do not attest to financial reports but focus mainly on the internal controls of the organization.

External auditors including US's Certified Public Accountant (CPA) after which HK’s

system is patterned, and UK's Chartered Certified Accountant (ACCA) and Chartered Accountants

History

Independent auditing developed with the expansion of the British Empire in the 19th century

Prior to the 1930s, corporations were required neither to submit annual reports to government agencies or shareholders nor to have such reports audited. The 1929 crash initiated to pressure for audit of publicly traded

companies; In the UK, the London Association of Accountants successfully

campaigns for the right to audit companies in 1930 In the US, the Securities Exchange Act of 1934 required all

publicly traded companies to disclose certain financial information, and that financial information be audited.

The establishment of the U.S. Securities and Exchange Commission (SEC) created a body to enforce the audit requirements.

History since 1980

The Pro-business Reagan administration in the US, and the Thatcher regime in the UK lifted many of the controls over the profession Leading to abuses that resulted in the crashes of 1987 and 2001

Since then, the Sarbanes-Oxley Act (SOX) has forced an expansion of audit responsibility and driven up audit revenues (and costs)

One study estimated the net private cost of SOX to amount to $1.4 trillion in the US. It is an econometric estimate of “the loss in total market value around the

most significant legislative events”—ie, the costs minus the benefits as perceived by the stockmarket as the new rules were enacted.

Audit Firms

The largest accounting firms (the 'Big 4' or ‘Final 4’) audit nearly all of large quoted/listed companies.

In addition to providing audits, they also provide other services including tax advice and strategic consultancy

The 5th largest firm, Grant Thornton, has only around 10% of the revenues of KPMG

Firm 2005 revenue

PricewaterhouseCoopers $20.3bn

Deloitte $18.2bn

Ernst & Young $16.9bn

KPMG $15.7bn

Worldwide Big 4 revenues

The revenues of the big accounting firms grew by a healthy 15% last year.

They are in effect, the back office of the global markets

They are a “private police force… hired, fired and paid for by company management”

The “big four” firms employ around half a million people

Worldwide Big 4 revenues

Growth of 'Big 4' Revenues

30

40

50

60

70

80

90

100

110

120

130

2000 2002 2004 2006 2008 2010 2012

Year

Rev

enu

es

Stages of an audit

Planning and risk assessment

Timing: before year-end Purpose:

to understand the business of the company and the environment in which it operates.

to determine the major audit risks (i.e. the chance that the auditor will issue the wrong opinion).

For example, if sales representatives stand to gain bonuses based on their sales, and they account for the sales they generate, they have both the incentive and the ability to overstate their sales figures, thus leading to overstated revenue. In response, the auditor would typically plan to increase the

rigour of their procedures for checking the sales figures.

Stages of an audit

Internal controls testing

Timing: before year-end Purpose: to assess the internal control procedures

(e.g. by checking computer security, account reconciliations, segregation of duties). If internal controls are assessed as strong, this will reduce (but not entirely eliminate) the amount of 'substantive' work the auditor needs to do

Stages of an audit

Substantive procedures

Timing: after year-end

Purpose: to check that the actual numbers in the Income Statement and Balance Sheet (and, where applicable, Statement of Changes in Equity and Cash Flow Statement) are reliable, by performing tests that use the numbers provided.

Methods: where internal controls are strong, auditors typically rely more on

Substantive Analytical Procedures (the comparison of sets of financial information, and financial with non-financial information, to see if the numbers 'make sense' and that unexpected movements can be explained)

where internal controls are weak, auditors typically rely more on Substantive Tests of Detail (selecting a sample of items from the major account balances, and finding hard evidence (e.g. invoices, bank statements) for those items

Recent Audit Report Card In 2005, 174 auditors were inspected by the Public Company Accounting Oversight

Board (PCAOB) almost half have been deemed to have some trouble doing their job

satisfactorily. On January 19th 2006, Grant Thornton became the latest.

Fifteen of its audits were found to have significant “deficiencies” and one client had to restate at least part of its financial statements as a result of the inspection.

Some audits by the “Big Four” accounting firms have also been found wanting (A few clients of each of the four restated their accounts) At least 19 of PwC's audits, for instance, were found to include deficiencies.

Most of these failures resulted from accounting firms’ inability to

properly audit computer based accounting systems

New Business Models

The business of providing high-end temporary accounting help is already worth $5 billion a year

Siegfried Group has seen Revenues sextuple in the past two years, to $73m.

In 2003 its core accounting business had just 15 clients; last year it had 100; by the end of May it had 155.

More than 50 of these are among America's largest companies. Siegfried has even received business from a Big Four accounting firm.

Siegfried's astonishing growth is explained by what it does not do: consulting and auditing, the signature products of the big firms.

Siegfried is on the other side of the outsourcing boom: it is an insourcer.

Audit Phases

Planning and risk assessment Timing: before year-end Purpose: to understand the business of the company and the

environment in which it operates. to determine the major audit risks (i.e. the chance that the

auditor will issue the wrong opinion). For example, if sales representatives stand to gain bonuses based on their sales, and they account for the sales they generate, they have both the incentive and the ability to overstate their sales figures, thus leading to overstated revenue. In response, the auditor would typically plan to increase the rigour of their procedures for checking the sales figures.

Audit Phases

Internal controls testing Timing: before and/or after year-end Purpose: to assess the internal control procedures (e.g. by checking

computer security, account reconciliations, segregation of duties). If internal controls are assessed as strong, this will reduce (but not entirely eliminate) the amount of 'substantive' work the auditor needs to do (see below).

Notes: In some cases an auditor may not perform any internal

controls testing, because he/she does not expect internal controls to be reliable. When no internal controls testing is performed, the audit is said to follow a substantive approach.

Audit Phases

Substantive Tests Timing: after year-end (see note regarding hard/fast close below) Purpose: to collect audit evidence that the actual figures and disclosures made in the Financial Statements

are reliable and in accordance with required standards and legislation. Methods: where internal controls are strong, auditors typically rely more on Substantive Analytical

Procedures (the comparison of sets of financial information, and financial with non-financial information, to see if the numbers 'make sense' and that unexpected movements can be explained)

where internal controls are weak, auditors typically rely more on Substantive Tests of Detail (selecting a sample of items from the major account balances, and finding hard evidence (e.g. invoices, bank statements) for those items)

Notes: Some audits involve a 'hard close' or 'fast close' whereby certain substantive procedures can be

performed before year-end. For example, if the year-end is 31st December, the hard close may provide the auditors with figures as at 30th November. The auditors would audit income/expense movements between 1st January and 30th November, so that after year end, it is only necessary for them to audit the December income/expense movements and the 31st December balance sheet. In some countries and accountancy firms these are known as 'rollforward' procedures.

Audit Phases

Finalisation Timing: at the end of the audit Purpose: to compile a report to management regarding any

important matters the came to the auditor's attention during performance of the audit,

to evaluate and review the audit evidence obtained, ensuring sufficient appropriate evidence was obtained for every material assertion and

to consider the type of audit opinion that should be reported based on the audit evidence obtained.

Importance of Financial Statements

Two schools of stock price analysis: Technical; all stock prices are set by trends indicated by

prior prices Fundamental; stock prices track the ‘value’ of the firm,

which is reported in the financial statements

Audits assure that Financial Statements are ‘correct’

Situation before 1930s Financial statements were often not even kept Misstatement of financial position was common

What are financial markets?

And why are audits important to them?

Financial Markets

Bu y er

Bu y er

Bu y er

Bu y er

S elle r

S elle r

S elle rS elle r

P r ic e D isc o v e r yM e c h a n ism

"Simple" auction markets

The prior four types of auction markets are "simple" in the sense that there is

(1) one seller and several buyers, or (2) one purchaser and several suppliers They are auctions in the popular sense

Matching Mechanisms

"Double" auction markets A double auction assumes there are several market

participants on both sides of the market who publicly announce their demand and supply prices

The market price (publicly announced) is the one that equates supply and demand (i.e., clears)

Securities exchanges tend to be double auctions. Matching Mechanisms

"Double" auction markets

Though more complex, it is argued that: ï double auction markets are efficient, i.e., that their

prices reflect all available (price relevant) information ï their current prices transmit the private information of

the better-informed dealers to the less-informed, and ï these prices correctly aggregate the possibly conflicting

information available to the individual buyers and sellers.

Initial Public Offering (IPO)

Company gives shares to an underwriter, who is responsible for finding buyers

Or can run its own subscription (Google)

Financial Publishing

The most profitable part of the publishing industry Is financial publishing

Run by DowJones, etc.

Financial statements, and reports using financial statements are a major input to the Financial Publishing industry

Much of the rest is ‘opinion’

Secondary Sales

Subsequent buyers can resell through brokers, who will match selling requirements

limit, market, stop limit, short sale with potent buyers

Called ‘clearing’

Transfer of physical stock certificate, and of money are handled by transfer agent / clearing house

Important: there must be one central point for setting prices, holding all of the demand and supply information

Commissions

Who gets them: Broker Exchange Clearing house

But brokers may ‘make markets’ i.e., buy and sell from their own stock of

securities And thus make additional money on markups

and markdowns of orders

Internet Trading

Firms like eTrade are essentially huge brokers They have computers and economies of scale They can find buyers and sellers cheaper than others They have huge inventories for market making and short

sales

They also have huge databases of research reports, financial statements, etc.

They are a modern alternative to paper publishing of financial information

Market Models

What market models from existing industries can provide guidance in investment in electronic markets, pricing of services, and delivery of "products"?

At least three groups have an interest in market structure

The market owner-managers The buyers, and The sellers

Desirable Market Characteristics

Fairness: Trading is fair if one trader cannot systematically profit from another trader

Efficiency: Price should reflect underlying value, supply, and demand for a security. It should be quickly influenced by new information about the security. The speed and completeness with which new information is incorporated in price is termed the efficiency of the market


Transparency: Fairness and efficiency require that information about the security, as well as information about offers, sales and the trading environment be available to all traders in the market. The amount and timeliness with which this information is disseminated to traders and potential traders is called the transparency of trading


Orderly trading: Traders derive considerable information from price movements in a securities markets. Sometimes changes in price alone can impel dramatic increases or decreases in price of a security. Specialist trading (75% of which must counter price trends in the market) and circuit breakers (which stop trading if an excessive drop in prices is detected) promote order trading on the underlying value of securities


Best price discovery: The securities exchanges also discard the "price-taking" assumption of traditional markets, where goods are given a price (e.g., on a sticker attached to the product, or in a catalog) and the customer can either take or leave it. Instead, they support the more involved price search involved in matching the varying preferences of buyers and sellers (supply and demand)


Liquidity. Even where the "price-taking" assumption of traditional markets has been supplanted by a price discovery, traders would still like some assurance that the last price at which a security was traded is close to the price at which they can trade, and that there is sufficient quantity of the security for trade to complete the transaction they want at an acceptable price. These properties are termed the liquidity of securities trading in the market

"Continuous Market"

Four aspects of market operation are necessary for continuity (1) sales must occur frequently enough that buyers and sellers do not

become impatient, (2) the spread between bid and ask offers must be narrow, (3) bids and asks orders, as well as sales must be executed quickly,

and (4) price changes between transactions should be small and recover

quickly A market which displays these attributes is said to be "liquid" Liquidity is desirable, and buyers and sellers will presumably pay to

have a liquid market

Financing Market Activities

Financing of the activities in which purchased commodities are used becomes less expensive as markets become more liquid

(1) Deliveries can be more closely tailored to planned production, thus lowering inventory carrying costs, and providing more of the advantages of just-in-time inventory management, and

(2) Liquidity facilitates collateral lending because assets which can be readily bought and sold are generally considered of higher value by lenders

The amount that these producers should be willing to pay for liquidity will approach the savings from reduced interest and fees on lending, and reduced inventory carrying costs.

Frequency of sales

This depends on: The impatience of buyers and sellers, and The number of bids and asks (i.e., the

amount of negotiation) required for each sale

In on-line trading through computer software ... delays of hundredths of a second are normal in

trades and negotiation In any market price changes between transactions

should be small and recover quickly

How frequent must trading occur?

Depends on the commodity Usually is related to the lead time required for its

use For example, concrete and steel contracted for a

highway which will be constructed over the next decade need not be traded more than once every few months for buyers to consider the market sufficiently liquid

Of the 2200 listed New York Stock Exchange securities, probably 50 issues will not be traded during a calendar week.

Fully Electronic Securities Markets

Fully electronic matching in securities markets have operated for years

... e.g., Instinet = Institutional Networks and Crossing Networks provided by Reuters

These operationalize features of electronic commerce

... but electronic commerce is having more impact on securities markets than the reverse

Eliminating the privileged positions of market makers

in stock markets ...such as the London Stock Exchange and NASDAQ

Market Fairness

Buyers and sellers must be convinced that a market is "fair"

... i.e., that no one group of buyers or sellers can extract wealth at the expense of other buyers and sellers

Liquidity, Fairness and Trading Rules

In order to attract buyers and sellers to a market, market transactions must be liquid on four dimensions

Width is the cost per share, including transaction costs and seller profit, of liquidity;

Depth is the number of transactions possible at a given profit level;

Immediacy refers to the speed at which transactions can be completed; and

Resiliency refers to how quickly market prices return to equilibrium after a transaction.

These are all attractive to buyers and sellers ...who should be willing to pay the market owners to attain

them. These are all terms from securities markets

... but they are important design parameters in any electronic market

Price Setting

The stated price in a retail market is set to be competitive

The stated price that an auction market sells or buys a particular commodity is typically the price at which the last trade took place.

Market prices may be set through two classes of mechanisms

(1) dealer quotes (quote driven), and (2) price matching of bid and ask offers (order

driven) Each approach has particular strengths and weaknesses

Quote Driven Price Setting

Dealers may place their own interests ahead of traders

... or may "Rat Trade" ó i.e., trade on inside information about the actual demand price, at the expense of traders

But every good traded has a price and inventory amount posted

... which is useful where markets are thinly traded

Two automated securities markets

National Association of Securities Dealers Automated Quotation (NASDAQ) system

system of electronically linked competing market makers The New York Stock Exchange (NYSE)

floor trading system with monopoly market makers (specialists) who are obligated to provide liquidity

NASDAQ has no trading floor where market makers meet. NASDAQ automated a previously sluggish market

Individual dealers, who kept inventories of particular securities, quoted and compared bid and asked prices for securities over the telephone

Both systems handle comparable trading volumes (around 50 billion shares annually)

NASDAQ share value averages only about one-third of NYSE share value

Prices are not enough

There would still be conflicting claims to a particular stock of a commodity

...if price was the only basis for order completion To prevent over-commitments and imbalances,

orders are also completed based on Time (first bid at a particular price wins the trade) Size of order Type of trader placing the order Etc.

Types of Traders

Buyers and sellers (or traders) may participate in an electronic market for various reasons

If the market is to profit from fees based on market use (the most commonly suggested way of funding electronic commerce)

then it must cater to traders who, as a group, provide the greatest potential dollar and transaction volumes of trades

Traders fall into two broad groups: (1) those who participate in order to buy the product ó call

them value motivated, and (2) those who participate in order to speculate on future

price ó call them speculators

Electronic Wholesaling

Despite current focus on electronic retailing

... the greatest volume of trading occurs in the market for raw materials and intermediate production factors

... i.e., electronic wholesaling

Both will probably be important in the future

Electronic retailing provides retailers greater reach, pervasiveness and access to customers than a retail store

Electronic wholesaling provides producers with an efficient market for factors

Types of Orders in Order Driven Securities Markets

Limit: Buyer specifies the highest price that can be paid, or seller specifies the lowest price that can be accepted

Market: Filled immediately at the best possible price

Stop: Becomes a market order stock reaches a certain (stop) price (sell order ≤ stop price; buy order ≥ stop price)

Time Limited: An order which expires after a specified period (e.g., one day, one week)

All-or-None: Fill the entire order or none

Brokers

Because of restrictions on membership, traders wishing to buy or sell a specific security must contract with a member (for a commission) to represent them as an agent, or broker, on the trading floor.

Membership itself is a commodity which may be used, sold, or leased by the member.

The high cost of membership (membership, or a seat, has recently sold in the range of $300 thousand to $500 thousand) means that members are typically corporations or partnerships, and may serve several functions on the floor. Three of these functions are particularly important

Commission Brokers

The largest number of members are commission brokers

These members represent securities firms (e.g., firms such as Merrill Lynch and Shearson, Lehman) that deal with the public at large, gathering orders off the NYSE floor

The main job of commissioned brokers is to get the best possible price for the customer

Specialists

The second largest number of members are specialists a special group of brokers designated to maintain a fair and orderly market

The specialist is a dealer (i.e., deals from his own inventory of securities)

...and is obligated, on 75% of transactions for his own account, to trade counter to the market trend

This typically results in losses to the specialist (which must be made up in the remaining 25% of trades) but keeps the market "continuous."

Floor Brokers

The third largest number of members are floor brokers.

Floor brokers work only for other members, taking transactions which they are incapable of handling at the moment.

Automation of order acquisition through SuperDOT has also decreased the importance of actually being present on the floor to trade

Automation: Reporting of Market Information

Automation began with the invention of the stock ticker in 1867

The stock ticker allowed rapid circulation of securities price quotations

...but the first stock tickers were slow and unreliable, and made few inroads against the Wall Street messenger boys.

Thomas Edison (recently fired from his railroad job for operating an unauthorized chemical laboratory in the baggage car)

... was making a temporary home in the Exchange's boiler room

Thomas Edison

He was able to repair the ailing stock ticker and was promptly hired at $300 a month by the owner of the ticker service to manage the shop that made the machines

Edison subsequently made improvements in the efficiency and reliability of the stock ticker which made it a viable option for information dissemination

Ticker tape is no longer used for market information dissemination

Market history is maintained on the consolidated tape

Importance of the Ticker

In order to attract order flow, a market must provide real-time information on orders to buy or sell shares which have been placed

Some information, such as the identity of traders, probably should not be displayed

If trader identity were displayed, then sellers might take advantage of a large buy order by raising the price

Potential for Manipulation

Certain types of manipulation are likely to be both prevalent and damaging to electronic commerce

Wash sales: A sale in which the owner sells a quantity of product to a buyer who sells it back at a contrived (usually higher) price. A wash sale involves no real change of ownership, but attempts to manipulate price, and misinform other traders. As other traders offer a higher price for the product, the owner can sell at a profit.

Artificial market activity: This is similar to a wash sale, with the same intent, but involving more than two traders. Groups of traders (often including management from the firms of traded securities) "churn" stocks to artificially set price, and profit by that artificial price

Potential for Manipulation

Matched orders: Matched orders exist when two or more traders collaborate by placing offsetting orders with two different brokers (to hide the activity), for example to buy 1000 shares at $35, and to sell 1000 shares at $35. If the price without this trade is $30, then the effect is to misinform the market about the value of the security

Circulation of manipulative information for a remuneration: Certain individuals, e.g., newscasters and columnists, are held in trust by the public, and thus have the ability to manipulate the perceived value of a product. If they do this for remuneration, to the advantage of specific traders, then they abuse that trust, and misinform the trading public at large

Documents

Lecture Notes (31-Oct)