NASD
abbr.
National Association of Securities Dealers
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Type: Nonprofit Corporation
Address: 1735 K Street, NW, Washington, D.C. 20006-1500, U.S.A.
Telephone: (202) 728-8000
Fax: (202) 293-6260
Web: http://www.nasd.com
Employees: 3,200
Sales: $1.53 billion (2001)
Incorporated: 1939 as National Association of Securities Dealers, Inc.
NAIC: 523210 Securities and Commodity Exchanges
NASD (formerly known as the National Association of Securities Dealers, Inc.) is the leading private-sector provider of financial regulatory services. With membership including nearly every securities firm that does business with the U.S. public, NASD's mission is to foster and enforce market integrity and investor confidence. NASD got its start during the Depression as the federal government tried to reestablish order in the U.S. financial industry. In the early 1970s, it instituted a technological breakthrough in stock trading with the introduction of NASDAQ, the world's first automated stock exchange. After developing the NASDAQ into one of the world's preeminent markets, NASD spun it off in 2000 in an effort to bolster the market's competitiveness, while returning the NASD itself to its original purpose as a regulatory association. In addition to its regulatory and enforcement services, the NASD offers investor education programs and conducts an extensive dispute resolution forum.
NASD was founded in 1939 in the wake of the 1938 Maloney Act amendments to the Securities Exchange Act of 1934. In cooperation with the United States Congress and the Securities and Exchange Commission (SEC), the nation's dealers and brokers in over-the-counter securities joined together to regulate themselves, under the government's supervision. The market in over-the-counter (OTC) stocks was made up of transactions conducted between investors and "market makers" who were authorized to trade a company's stock. Between the association's founding in 1939 and 1970, it functioned primarily as a regulatory body for the activities of buyers and sellers of OTC stocks.
During this time, trades were carried out through a cumbersome process. To buy stock, it was necessary to shop around by phone among the various market makers, to see who was offering the best price. With this system, it was impossible to give a fixed price for any stock at any given time, so it was also impossible to keep track of whether a stock's price was rising or falling.
In 1971 NASD introduced an automated system that recorded all price quotes for a given stock by the different market makers authorized to sell it. "Bid" and "ask" quotes, the prices for which a dealer was willing to buy or sell a stock, along with volume figures, were updated once a day, in the same way that mimeographed stock listings had previously been left at each broker's door every morning. The new computerized system was called the National Association of Securities Dealers Automated Quotations (NASDAQ) stock market. With this move, NASD brought market transparency to the OTC stock market.
With NASDAQ, the association brought an end to the need to shop around for the lowest price on a stock. The OTC stock market became an electronic dealer's market, a fully automated exchange that operated without a trading floor. NASD began to compete with the older New York Stock Exchange (NYSE) and the American Stock Exchange (AMEX) to list companies that were offering stock to the public for the first time, and to win investors.
Although it competed with the older exchanges, NASDAQ operated in a somewhat different way because of the presence of the market makers. Instead of one dealer authorized to sell a stock, NASDAQ had multiple dealers. Each OTC stock was typically carried by 7 to 11 market makers, which included some of the world's largest securities firms, who competed for an investor's order by posting prices on NASDAQ.
This competitive system provided efficient pricing, and also increased the capacity of the stock market to handle high volumes of orders, eliminating the trading halts that were periodically instituted in traditional exchanges. Market makers also produced research reports on the stocks they handled, raising visibility in the investment community, and provided distribution services through a retail arm.
Despite these technological advances, the OTC stock market in the early 1970s was considered "a moribund backwater of the security industry," as NASD's President Gordon S. Macklin told Forbes magazine at the time. Requirements for joining the NASD stock market were extremely loose. Companies were required only to have stock that was publicly traded, and to pay their NASD fees faithfully.
Every day, NASD published a listing of its stocks in newspapers around the country, which was based on volume of shares traded. Because this was the sole criterion for appearing in the printed list, small companies with very cheap stocks could make a big splash simply by having a lot of their shares moved around. Under this system, companies also enjoyed the benefit of appearing in the newspaper very shortly after going on the exchange.
Four years after NASD established NASDAQ, stocks listed on the system were purchased by five million different investors. With a high capital gains tax in place, activities in all stock markets were slowed during the 1970s.
During the 1980s NASD began a push to increase the size and prestige of NASDAQ. At the end of 1981, the association changed the way its stocks were listed in daily newspapers. Rather than judge by volatility, NASD established a two-tiered system for ranking its 3,600 companies. Those in the top tier, who met certain financial criteria, such as market value, net worth, length of time in operation, and profitability, were put on the NASDAQ National Market list. The selection criteria for these companies was nearly as rigorous as that for the older American Stock Exchange. "It's a pretty swanky list," Macklin told Forbes at the time. "You have Berkshire Hathaway, 500 or 600 New York Stock Exchange-eligible companies and hundreds of banks."
Companies that did not meet these new stringent criteria were put on a supplemental list, which came to be called the NASDAQ SmallCap Market, and was carried by far fewer newspapers than the main tally. With this step, NASD moved to make its biggest and best established companies happy, at the expense of smaller, less mainstream members of the association.
By 1982, NASDAQ had grown to encompass 25 percent of all trading done in the markets. In addition, the system had attracted a significant number of institutional investors, which made up 50 percent of the exchange's volume. As the capital gains tax had dropped, investment in all stock markets had increased dramatically, and NASDAQ's tally of investors had doubled in five years to reach 10 million by 1980.
NASDAQ also had become more popular with companies looking to raise capital. Although half of the 3,400 companies listed with NASD qualified for bigger stock exchanges in 1982, they had chosen to stay with NASDAQ because of the advantages it offered over competing markets. Popular companies such as Apple Computer Inc., MCI Communications Corporation, and Intel Corporation started out on NASDAQ and then stayed. Decisions like these helped to make NASD the fastest-growing stock exchange in the early 1980s. With the presence of larger companies and institutional investors, however, NASDAQ began to resemble its big siblings more closely, becoming more volatile and more tightly linked with the performance of other markets.
To foster further growth, NASD upgraded its computer systems in the early 1980s. In April 1982, the association introduced the National Market System (NMS). This advance, which started with 40 companies, meant that the price and volume of popular securities were updated on NASDAQ computer screens 90 seconds after a transaction occurred. This "last-sale" reporting, which made the system's information more timely, helped NASDAQ come closer to duplicating the up-to-the-minute trading conditions of the other two major exchanges.
This advance, plus the large number of new companies coming to market to sell stocks, helped to fuel NASDAQ's growth in the mid-1980s. In 1983 NASDAQ's listings grew by 60 percent to reach 3,901. Since many of the new companies started during this time were computer makers or other high-tech firms, NASDAQ gained a reputation as the stock market with cutting edge companies on its list.
NASDAQ was also popular with start-up companies because of its looser regulations. Many firms founded by an entrepreneur set up unequal stock structures when they sold shares to the public, in which the original owners retained almost all of the control of the company, even though other people had contributed money. This unequal arrangement was forbidden on the New York Stock Exchange, which held to a one share, one vote standard.
NASD made another significant technological breakthrough in December 1984, when the association introduced its Small Order Execution System. With this program, brokers could place an order for a stock without having to pick up the phone and call a dealer. Instead, the dealer offering the lowest price for a stock was automatically given the sale. For large orders, however, the old, telephone-based system remained, since brokers liked the flexibility it gave them, which allowed them to maximize their profits in the market.
In December 1984, NASD won a ruling from the SEC that gave it the right to expand the number of companies linked by its NMS from 1,102 to 2,600. The NYSE and the AMEX vociferously objected to this ruling, since it narrowed the distinction between their operations and NASDAQ.
Despite these advances, in 1985 NASD encountered an extremely irate investor, who raised a controversy about the way the market worked. This investor discovered that his NASDAQ broker was dealing primarily in his own interest, and only secondarily in his client's, and that this practice was permitted by the exchange. Although NASD asked its brokers to alert their customers to the rules of the exchange, and to follow their fiduciary responsibility to their customers, the structure of the market, which benefited the large broker over the individual investor, was not substantially changed. This dispute was a harbinger of a much larger number of complaints that would erupt later in the decade.
In April 1985, NASD won a further ruling from the SEC expanding the limits of its activities. This move, however, proved to be a double-edged sword. After NASD petitioned for the right to trade options on six of its most popular shares, as well as the shares themselves, the other stock markets were granted the same privileges. In this way, NASD lost the exclusive right to deal in shares of Apple Computer, Convergent Technologies, Digital Switch, Intel, MCI Communications, and Tandem Computers, which were among its hottest stocks.
By 1987, when Macklin resigned and a new head took over NASD, two issues had come to the forefront. The association needed to strengthen its self-regulatory posture, to better protect investors, and also to move more forcefully into the market for foreign capital. As a start in this direction, NASD set up a quotation link with London early in 1987, and added a second tie to Singapore by the end of that year. At the same time, the association extended its regulatory oversight to include 60 government securities dealers, and considered including investment advisors as well.
Before these steps could be fully implemented, however, the NASD suffered a severe blow on October 19, 1987, when all of the U.S. stock markets crashed on one day, Black Monday. In the chaos of the crash, a number of the weaknesses of the NASD system that had led to abuse were revealed, and the association later received more than 4,000 complaints from investors. After the shock, amid the soul-searching that ensued, NASD made a number of changes in its operations.
Because investors had accused OTC stock brokers of not answering the phone while the crash was in progress, so that shareholders were unable to bail out of the market, the association eliminated phone ordering altogether. Instead, in effect, it forced all market makers into its previously instituted Small Order Execution System. To do this, NASD introduced a computer-to-computer purchasing system called Order Confirmation Transaction, which was designed to handle large orders. By the end of January 1988, this program had replaced the telephone with software that electronically transferred orders, offering greater efficiency and capacity than the phone-based system.
In July 1988, NASD moved to put the last price quotes of penny stocks, previously listed on the "pink sheet," online, in an effort to better police the market. In addition, NASD stepped up its market surveillance overall, searching out embezzlement, misrepresentation, and unauthorized trading on its own, rather than waiting for an investor complaint to act. The association began to refer criminal violations to the Justice Department, and made brokers' NASD disciplinary proceedings part of the public record. With all of these moves, NASD hoped to rebuild the public's confidence in the financial markets.
By the end of the 1980s, these efforts had proven successful, in large part, and NASDAQ resumed its strong growth. In March 1991, the association moved to branch out into another aspect of the financial industry when it developed a system to provide price quotations and trading data on high-yield debt and other fixed income securities, known colloquially as junk bonds. Called Fixed Income Prototype System (FIPS), this system was developed at the behest of the SEC.
Two years later, NASD began a push to expand into other markets, when it petitioned the SEC for the right to trade index warrants on the NASDAQ indices. A few months later, the association also moved to enter the market in derivatives and hybrid products. If the proposals were approved, NASD would be taking on the other exchanges in these fields.
In May 1993, FIPS began operating, bringing enhanced transparency to the junk bond market. With the NASD system, trading in these securities was made more straightforward and easy to police, since the computer retained an audit trail of all transactions. At its start, FIPS covered 50 bonds. With this service, smaller profits on bond sales were anticipated. Brokers hoped that higher volume, with the increased credibility of the market, would offset this decrease.
Three months later, NASD also tried to refine its Small Order Execution System. Over the years, NASD had discovered that the system was being abused in a number of ways. To prevent outsiders from using it to break the monopoly of the market makers, the association proposed that the maximum order be cut from 1,000 shares to 500. In addition, NASD requested permission to partially dismantle the system, removing the mandatory lowest bid feature, and replacing it with an order routing and execution system that would give market makers wider latitude in trading.
In addition to fine-tuning its computerized stock market at home, NASDAQ worked to export its proprietary technology and programs to other countries seeking to set up capital markets. In 1993 the London Stock Market announced that it was considering a purchase of NASDAQ's system. Markets in Paris, Frankfurt, Sydney, and Toronto also had moved toward a screen-based, rather than trading floor-based, system. National markets in Argentina, Korea, and Taiwan were set up on the NASDAQ model as well.
In 1996, NASD implemented structural changes, dividing the association into two separate independent subsidiaries, The NASDAQ Stock Market, Inc., and a new regulatory division called NASD Regulation, Inc., which was accompanied by a multimillion-dollar budget increase to fortify the association's surveillance and enforcement capacity. According to the new plan, each company had its own board of directors, and both were overseen by the board of the NASD--now a holding company--that had created them. In a May 16, 1996 press release, Mary L. Shapiro, NASD Regulation's first president, described the changes as "the most fundamental restructuring ... since the NASD was founded more than 50 years ago." The restructuring was part of a broad effort by NASD to regain investor confidence, stave off criticism from ongoing investigations by the Justice Department and the SEC, and generally improve the association's image, which had been tainted by a recent price-fixing scandal and a reputation for regulatory permissiveness.
The job of restoring NASD's image and integrity passed to Frank G. Zarb when he succeeded Joseph R. Hardiman as president and CEO in 1997. Bringing considerable experience in both the public and private sectors to his post at the helm of NASD, Zarb would preside over major changes in the association during his tenure--changes that were both reflective of and spurred by the industrywide transformative influences of technology and globalization.
One of Zarb's major objectives was to increase the challenge NASDAQ posed to its older, wealthier, and more prestigious rival, the NYSE, by establishing the NASDAQ's presence in the international competitive arena. Zarb's vision was to team with other stock exchanges, both in the United States and abroad, to create a global financial network--what he called the "Market of Markets." Zarb wanted to see the NASDAQ become the first genuinely electronic marketplace, complete with links to other exchanges.
The NASD made a major stride toward this end in 1998 when it brought the AMEX, the nation's second largest floor-based trading system, under its umbrella to operate as a companion exchange to the NASDAQ. Members of AMEX relinquished their shares in that market to NASD in return for NASD's $110 million investment in much needed technological improvements to the AMEX system, which the exchange could not finance independently. The result was a unique dual market structure designed to achieve, among other things, the lower-cost trading that investors were demanding. By the terms of the merger, the two markets would operate separately but both be overseen by The NASDAQ-AMEX Market Group, a new NASD subsidiary, formed to manage the exchanges while exploring opportunities for increased technological efficiency and new international affiliations. In connection with the establishment of The NASDAQ-AMEX Market Group, NASD created a second new division, the NASD Regulation and Dispute Resolution Group, to oversee NASD Regulation, Inc., and a new subsidiary called NASD Dispute Resolution Inc. Further strides toward realizing the "Market of Markets" vision included the establishment of NASDAQ Japan in June 2000 and NASDAQ Europe in April 2001.
In January 2000 the NASD launched another major restructuring, this one including a full recapitalization and spinoff of the NASDAQ, itself. The changes were designed to further separate the NASD's market operations from its regulatory ones, thereby reducing the potential for conflicts of interest. Further, the recapitalization of NASDAQ--by which NASD's ownership would be reduced from 100 percent to roughly 22 percent--would increase its competitiveness by infusing it with immediate investor capital and improving the availability of needed capital in the future.
By 2002, NASD was distancing itself from the AMEX as well, relegating its ownership of markets to the past and renewing its original purpose, to promote and enforce market integrity and investor confidence. The new NASD structure featured three operating divisions: Regulatory Policy and Oversight, Regulatory Services and Operations, and Dispute Resolution. Robert Glauber, who had fully succeeded Frank Zarb as president, CEO, and chairman of NASD by mid-2001, described the beginning of the 21st century as "a pivotal time" for the NASD and went on to say, in a July 26, 2001 press release, "With our new independence and focus, we will concentrate on our primary mission of fostering the most efficient, transparent and fair securities markets in the world." Indeed, NASD seemed poised to achieve these ends more consistently and efficiently than ever.
Principal Competitors
Instinet Corporation; The Island ECN, Inc.; New York Stock Exchange, Inc.
Further Reading
Antilla, Susan, "Battle of the Stock Exchanges," Working Woman, September 1984.
Bagli, Charles V., "N.A.S.D. Ponders Move to New York City," New York Times, May 7, 1988, p. B10.
Barboza, David, "N.A.S.D. Chief Makes Bold Move As Markets Combine," New York Times, July 24, 1998, p. D1.
Cahan, Vicky, "Hardiman Could Be Just What the NASD Needs," Business Week, July 6, 1987.
Carmichael, Jane, "Getting Listed," Forbes, May 24, 1982.
Henriques, Diana B., "Anxiety in Amex's Smaller Pond; Can N.A.S.D. Save It? What If It Goes Public? Stay Tuned," New York Times, August 12, 1999, p. C1.
Hughey, Ann, "Wall Street Says, 'Me First,'" Newsweek, April 22, 1985.
Sloan, Allan, "NASDAQ Goes Upscale," Forbes, December 21, 1981.
Truell, Peter, "N.A.S.D. Board Approves Plan for Revamping," New York Times, November 18, 1995, Sec. 1, p. 35.
Wyatt, Edward, "N.A.S.D., in a Joint Venture in Japan, Moves to Create an Around-the-Clock, Global Stock Market," New York Times, June 16, 1999, p. C11.
Yang, Catherine, "The Man Who Would Make Securities More Secure," Business Week, July 18, 1988.
— Elizabeth Rourke; Updated by Erin Brown
A self-regulatory organization of the securities industry responsible for the operation and regulation of the Nasdaq stock market and over-the-counter markets. It also administrates exams for investment professionals, such as the Series 7 exam.
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The NASD watches over the Nasdaq to make sure the market operates correctly.
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Nonprofit organization formed under the joint sponsorship of the Investment Bankers' Conference and the Securities and Exchange Commission to comply with the Maloney Act. NASD members include virtually all investment banking houses and firms dealing in the Over the Counter market. Operating under the supervision of the SEC, the NASD's basic purposes are to (1) standardize practices in the field, (2) establish high moral and ethical standards in securities trading, (3) provide a representative body to consult with the government and investors on matters of common interest, (4) establish and enforce fair and equitable rules of securities trading, and (5) establish a disciplinary body capable of enforcing the above provisions. The NASD also requires members to maintain quick assets in excess of current liabilities at all times. Periodic examinations and audits are conducted to ensure a high level of solvency and financial integrity among members. A special Investment Companies Department is concerned with the problems of investment companies and has the responsibility of reviewing companies' sales literature in that segment of the securities industry. See also Nasdaq; Nasdaq Small Capitalization Companies; Nasdaq Stock Market.
A body empowered by the Securities and Exchange Commission to regulate over-the-counter market brokers and dealers. It is charged to adopt, administer and enforce rules of fair practice and rules to prevent fraudulent and manipulative acts and practices, and in general to promote just and equitable principles of trade for the protection of investors. It publishes quotations for national and regional over-the-counter transactions and supervises operation of NASDAQ, the national automated quotation service for over-the-counter stocks.
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NASD, Inc. (formerly known as the National Association of Securities Dealers) is an industry organization representing persons and companies involved in the securities industry in the United States. It is also the primary Self Regulatory Organization (SRO) responsible for the regulation of its industry, with oversight from the Securities and Exchange Commission (SEC).
The NASD was founded in response to the 1938 Maloney Act amendments to the Securities Exchange Act of 1934. In 1971, NASD launched a new computerized stock trading system called the National Association of Securities Dealers Automated Quotations (NASDAQ) stock market. The NASDAQ and AMEX stock exchanges merged in 1998. Two years later, the NASDAQ underwent a major recapitalization and became an independent entity from NASD. In July 2007, the SEC approved the formation of a new SRO to be a successor to NASD. The NASD and the member regulation, enforcement and arbitration functions of the New York Stock Exchange were then consolidated into the newly created Financial Industry Regulatory Authority (FINRA).See SEC Release No. 34-56145
The NASD Board of Governors consists of two staff members (the CEO and the President of one of NASD's divisions), seven individuals representing the industry, seven more individuals representing the industry, and two individuals categorized as "non-public" but also representing the industry. [1]
NASD regulates trading in equities, corporate bonds, securities futures, and options, with authority over the activities of more than 5,025 brokerage firms, approximately 169,470 branch offices, and more than 658,170 registered securities representatives. All firms dealing in securities that are not regulated by another SRO, such as by the Municipal Securities Rulemaking Board ("MSRB"), are required to be member firms of the NASD.
NASD licenses individuals and admits firms to the industry, writes rules to govern their behavior, examines them for regulatory compliance, and is sanctioned by the U.S. Securities and Exchange Commission ("SEC") to discipline registered representatives and member firms that fail to comply with federal securities laws and NASD's rules and regulations. It provides education and qualification examinations to industry professionals. It also sells outsourced regulatory products and services to a number of stock markets and exchanges (e.g. American Stock Exchange ("AMEX") and the International Securities Exchange ("ISE").
NASD founded the NASDAQ ("National Association of Securities Dealers Automated Quotations") stock market in 1971. In 2006, NASD demutualized from NASDAQ by selling its ownership interest.
NASD has a staff of nearly 2,000 and an annual budget of more than $500 million. [2] The NASD is funded primarily by assessments of member firms' registered representatives and applicants, annual fees paid by members, and by fines that it levies. The annual fee that each member pays includes a basic membership fee, an assessment based on gross income, a fee for each principal and registered representative, and charge for each branch office.
In recent years, the securities market has become increasingly "retail"; with a majority of Americans owning stock through their employers and personal investing. Being an industry organization, the NASD has been accused of turning a blind eye to broker/dealers' biggest abuses. Some feel that while larger problems have gone unaddressed, the NASD has pursued minor rule violations. As a result of this, various groups feel that investors continue to lose money through various broker/dealer scams which should have been previously addressed. [citation needed]
After several years of punitive enforcement actions, FINRA has reduced the number of fines in excess of $1 million. According
to a study by Deborah G. Heilizer and Brian L. Rubin, both partners in Washington with
The NASD operates the nation's largest arbitration forum for the resolution of disputes between customers and member firms, as well as between brokerage firm employees and their firms. Virtually all agreements between investors and their stockbrokers include mandatory arbitration agreements, whereby investors (and the brokerage firms) waive their right to trial in a court of law. The fairness of such mandatory arbitration clauses has been called into question; however, U.S. courts have consistently found them to be lawful.
As of June 2005, the pool of arbitrators consisted of 2,700 individuals classified by the NASD as industry panelists and 3,700 individuals classified as non-industry panelists.
In 1987, in Shearson/American Express v. McMahon, the United States Supreme Court ruled that account forms signed by customers requiring arbitration for disputes were enforceable contracts. Brokerage firms now require all customers to sign such documents, requiring binding arbitration.
For disputes between customers and member firms, the panel that decides the case consists of three arbitrators, one industry panelist and two non-industry panelists. For disputes between an employee and member firms, all three arbitrators are industry panelists. For a given case, the two sides are provided separate lists by NASD of local, available arbitrators, from which they chose. If one side rejects all listed arbitrators, NASD names the arbitrators who will serve; these can be rejected only for biases, misclassification, conflicts, or undisclosed material information, and biases or conflicts must be identified prior to the beginning of hearings. For an overview of the Securities Arbitration process, see Introduction to Securities Arbitration.
According to NASD, there were 6,074 cases for arbitration filed in 2005, a decrease from the peak of 8,945 cases filed in 2003. The average time to complete a case has risen from 10.5 months in 1995 to 14.3 months in 2005, a decrease from 2004 when it was 15.4 months. The percentage of cases where customers are awarded damages has fallen from slightly above 50% in the 2000-2002 period to slightly above 40% in 2005. The NASD rates any positive award to a customer as a win for the customer regardless of the magnitude of losses or legal fees.[4]
NASD rules do not require parties to be represented by attorneys. A party may appear pro se, or be represented by a non-attorney in arbitration. However, representation by a non-attorney is not advised since this may be the unauthorized practice of law. [5] Brokerage firms routinely hire attorneys, so a customer who does not can be at a serious disadvantage. One organization whose members specialize in representing customers against brokerage firms in NASD and NYSE arbitration is the Public Investors Arbitration Bar Association ("PIABA").
In June 2006, Lewis D. Lowenfels, one of two partners at the New York law firm of Tolins & Lowenfels, and co-author of the looseleaf treatise Bromberg and Lowenfels on Securities Fraud and Commodities Fraud, 2d said of the NASD arbitration process: "What started out as a relatively swift and economical process for a public customer claimant to seek justice has evolved into a costly extended adversarial proceeding dominated by trial lawyers and the usual litigation tactics." [4]
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