Regulatory Watch: Who’s Trading Your Stock?

July 27, 2012

The SEC’s new consolidated audit trail rule could help companies identify short sellers and better understand anomalous price moves.

Fri Reg and Accting - Ledger smallTreasurers and investor relations specialists will soon have new insight into why their stock price behaves as it does. The Securities and Exchange Commission adopted a rule on July 11 to establish a consolidated system to collect information on all stock trades on registered exchanges.

The ruling, Rule 613, requires US exchanges and the Financial Industry Regulatory Authority (FINRA) to submit a national market system (NMS) plan for creating, implementing and operating a single, market-wide consolidated audit trail system.

“A consolidated audit trail that accurately tracks orders throughout their lifecycle and identifies the broker-dealers handling them will provide us with an unprecedented ability to effectively oversee the markets we regulate,” said SEC Chairman Mary Schapiro in a release.

The system will help regulators uncover and prosecute insider trading and market manipulation. It should also be helpful to companies stalked by third-party buyout firms and those in similar straits.

According to the SEC, the rule mandates that the NMS plan:

  • Requires each national securities exchange and FINRA as well as their respective members to provide certain detailed information to a newly created central repository regarding each quote and order in an NMS security – and each reportable event with respect to each quote and order, such as its origination, modification, cancellation, routing, and execution.
  • Requires certain data to be reported to the central repository by 8 am Eastern Time the following trading day – and be subsequently available in an aggregated format to regulators for their analysis.
  • Requires all reportable events to be tagged and stored by the central repository in a linked fashion allowing regulators to accurately follow an order through its entire life cycle from generation through routing, modification, cancellation, or execution.
  • Requires each broker dealer and national exchange to be assigned a unique, cross-market identifier to be reported to the central repository along with every reportable event.
  • Requires each customer as well as any customer adviser who has trading discretion over a customer’s account to be assigned a unique, cross-market customer identifier to be reported to the central repository for every order originated.
  • Requires SROs and their members to synchronize the business clocks they use to record the date and time of any reportable event, and require timestamps – reported for each event to the central repository – to be in millisecond or finer increments.

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