The rise of alternative funding and implications for the effectiveness of investor relations

Emerging innovations within the capital market space will continue to present new opportunities for listed companies

The value of assets managed by the global investment management industry and the amount of assets that sit within global mandates continue to rise year on year. Research from PwC predicts that global assets under management will rise to $101.7 trillion by 2020, from roughly $70 trillion today. This will be primarily driven by pension funds, high net worth individuals and sovereign wealth funds, all of whom have been steadily increasing the global component of their investment portfolios.

Tapping into this capital efficiently, however, is far from straightforward for global issuers. As a result there has been a surge of interest in alternative funding methods and new technologies, which aim to boost speed, efficiency and transparency throughout the capital markets. Where exactly is the impact likely to be largest for investor relations teams?
Tapping into this capital efficiently, however, is far from straightforward for global issuers. As a result there has been a surge of interest in alternative funding methods and new technologies, which aim to boost speed, efficiency and transparency throughout the capital markets. Where exactly is the impact likely to be largest for investor relations teams?

Supply-demand matching

First, we can expect to see improvements in how companies target investors. Currently the tools for efficiently understanding who is interested – and to what level – in a given investment story, whether on a deal or non-deal basis, do not exist today. Technology drives the matchmaking process across a multitude of industries. The finance industry has arguably been one of the slowest to embrace its potential to improve the process for the 40,000-odd listed companies and more than 100,000 institutional investors.  Potential benefits include increased accuracy of targeting, a greater degree of access and control, reduced cost and a more diversified range of options.

Peer-to-peer funding platforms for listed companies

Second, we can expect improvements in how companies reach and engage new pockets of liquidity, especially within the retail investor segment. Investment-based “crowdfunding” (or market place investing— both equity and debt) has existed in limited forms for several years through online sites that allow investors to invest in specific projects predominantly for private companies. This model allows companies to raise capital to fund new ideas and more importantly, cultivate new clients who now feel they are participating in the growth of their businesses.

These new marketplaces may work in tandem with existing processes. The crowdfunding platform SyndicateRoom has revealed a tie-up with the London Stock Exchange that will allow ‘crowdfunding investors’ to participate in initial public offerings and placings on the main market of the LSE and AIM.

Blockchain applications

Third, we can expect vast improvements in efficiency and transparency in a variety of shapes and forms. One such form will be Blockchain technology applications within the equity and debt capital markets, which aim to tackle the vast inefficiencies which adversely affect the industry today through a centralised, digital ledger.

The scope of Blockchain’s pilot projects in this area has grown exponentially over the last three years. While these projects have so far generated more hype than tangible applications, the benefits that ‘distributed ledger’ technology can bring to the broader industry seem appealing enough to continue with its funding and development. The prize on offer, as one consultancy recently put it, is a new architecture, where all capital market participants work from common datasets, on an almost real-time basis, and where supporting operations are either streamlined or made redundant.

To take one example of what is already being done, BNP Paribas has designed a pilot scheme permitting private companies to issue securities on a primary market with e-certificates, developing a ‘live’ share register and access to a secondary market all via blockchain technology. We should expect similar progress in the near term in public markets, with increased accuracy in the identification and recording of shareholder movements and interactions.

Initial Coin Offerings and fundraising

Lastly, in niche areas, we can expect new blockchain based applications to support the fundraising process. Initial Coin Offerings (ICOs) are a fundraising exercise for cryptocurrency tokens such as Bitcoin or Ethereum, and have received a lot of press in recent months. Speculators continue to chase this new asset class. While these might at face value seem like attractive fundraising structures, they are ultimately of limited interest in a corporate context. The recent moves by the SEC (stating in July that cryptocurrency tokens can be securities) and China (banning fundraising through ICOs in early September), mean that an ICO is unlikely for the time being to work in an established corporate outside of a new tech startup scenario.

For IR officers, there are nevertheless some newly emerging areas of interest which are raised by the cryptocurrency experience.

  • ICOs have turned the traditional fundraising process on its head, marketing for a long time then fundraising in a matter of hours. The co-founder of Ethereum said “We managed to grow our base of ambassadors by attending meetups around the world, targeting groups and leaders in certain communities. Once they got on board… about 9,000 people participated in the crowdsale”. Might traditional equity capital raising follow this in certain circumstances, for instance where the fundraising is well flagged? For instance, a company with a well-prepared public market-style equity story can spend time educating potential target investors for up to two years pre-IPO. The public phase of the IPO could then be significantly cut.
  • The rise of cryptocurrency as a liquid means of exchange, irrespective of the underlying use-case, suggests that corporates could treat cryptocurrency as one of the currency options for the fundraising. In August this year, Fisco used a 200 bitcoin 3-year bond (worth $860,000 at the time) for an internal M&A transaction, as a test case with Japan’s approval of bitcoin as legal tender.
  • Primary transaction processes are slow, and investors who are not existing clients of the banks managing the deal are usually not able to participate. Blockchain authentication of the investors’ know-your-customer (KYC) status would broaden the addressable investor base. And this is just one application. In July this year, Daimler used a private version of Ethereum in a test case to issue a €100m 1-year bond. This used Blockchain to manage the whole transaction cycle from origination, distribution, allocation and execution of the loan agreement, to the confirmation of repayment and of interest payments.

The journey from today’s system to a new paradigm for our industry will take time. The obstacles to be overcome along the way may be significant, and it is far from clear what will ultimately emerge. However there is little doubt that technology will eventually transform our industry faster than we think. We can take clues as to how this may happen from examining just how communications, music, transportation, or even video rental industries have been transformed in the last 5 years alone. As in those industries, the finance industry will come face to face with huge opportunities, the beginnings of which we can see today.

The article was co-written by Michael Chojnacki from Closir and Julian Macedo from ECM Team and originally appeared in fall edition of IR Society’s Informed magazine.


A Brief History of Dealing Commission

The practice of investors using their own clients’ trading commissions to pay for research and corporate access has been under scrutiny for some time by regulators in Europe. To better understand the current wave of regulations and assess their impact on the market, it helps to take a step back and look closely at the economic models of both the buy- and sell-side, particularly the evolution of the commission structure. In this blog we will attempt to put the discussion in context and get to grips with how it affects the relationship between the sell-side and their clients on the investment management side.

Fixed Commissions

The era of fixed commissions began with the Buttonwood Agreement in 1792 in which 24 brokers meeting under a Wall Street buttonwood tree agreed to trade with each other using a basic commission rate of 0.25%. Over the years this loosely organised group evolved into the New York Stock Exchange.

The original Buttonwood Agreement housed in American Finance Museum in New York

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With no differentiation in price, brokers competed to outdo each other in areas such as research, technology and other non-product related services to win business. These non-execution, ‘soft dollar’ services were ‘bundled’ together with ‘hard dollar’ services paid for separately and explicitly by the fund manager. ‘Bundling’ became standard industry practice.

In the 1950s approximately 25% of trades in the US were executed through brokers by institutional investors. During the 60s and 70s this number rose to more than 75%, giving the small consortium of brokers unprecedented revenues and power, and bringing their activities to the attention of the US regulator, the SEC.

The SEC was interested in 3 main areas:

  • Price fixing: collusion between brokers setting prices
  • High fees: unreasonable pricing
  • Exclusivity: brokers would only trade amongst each other

As a result of the SEC’s investigation, on May 1st, 1975, the era of fixed commissions for stock transactions ended in the US. The same practice was finally abolished in the UK following the ‘Big Bang’ of 1986. However soft-dollar purchase of research and other services continued in both markets.

In the UK, the lifting of restrictions on the amount of international equities investors could hold led to a surge in demand for equity research, corporate access and other services from fund managers.

While soft-dollar services continued to attract the attention of regulators on both sides of the Atlantic, they were generally considered to be fair game in a free market economy. It was largely left to investors to decide whether the commission they were paying was value for money.


Throughout the late 80s and early 90s the use of soft commission agreements continued to grow.  90s regulation centred more on incremental tightening than structural reform, with much of the focus on disclosure to customers, the obligation to provide best execution and a specific prohibition on soft commission arrangements for certain un-related services.

The Myners Report and the pass-through of broker commissions

A reported delivered by Paul Myners (then chairman of Gartmore Investment Management) in 2011 titled ‘Institutional Investment in the United Kingdom’ addressed the question of bundling and ‘softing’. Myners pointed out that the costs for services provided by the sell-side were not being paid directly by fund managers out of their own pockets, but were being passed through to their own clients (e.g. the pension fund).

The Myners Report prompted action by the FSA (now the FCA) resulting in publication of consultation paper CP176 in April 2013. The report concluded that there was an incentive for fund managers to direct business to certain brokers to obtain additional services, rather than to seek the most favourable trade execution terms for their customers, which the FCA deemed unacceptable.

The Myners review recommended that fund management fees should factor in all additional costs (i.e. for soft services) rather than passing them on to the client, particularly as these additional services directly affect the performance of the fund itself.

Two categories of fees paid to asset managers by their clients

Screen Shot 2015-04-15 at 16.24.29Soft Commission Arrangement vs. Bundled Model

The main difference between the soft commission arrangement and bundled model  is whether it is the broker providing the ‘soft’ service, or another third party provider. Under both arrangements, the costs of the services are included in the commission rate (not in the management fee) and are therefore borne by the fund manager’s client and not by the fund manager.

In a soft commission arrangement (prevalent in the US), a fund manager agrees to send trades to a broker and receives, in addition to ‘pure’ trade execution, credits (soft dollars or soft money) which can then be used to purchase services such as research and information, usually from third-party service providers. With a bundled model, the broker offers the additional services (e.g. research or corporate access) themselves.

Commission costs depend on the rates negotiated by the fund manager and the broker, and the volume of trades undertaken on behalf of the pension fund. The fund manager’s client (e.g. the pension fund) has no direct control over either factor.

Soft commission Arrangement

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Commission Sharing Arrangements (CSA) 

The European unbundling mechanism was the Commission Sharing Arrangement (CSA). In the CSA the execution commission would be retained by the broker handling the trade, while the (larger) non-execution component would be kept on the asset manager’s behalf.  As trades accumulated the balance in the CSA account would rise.

How are things looking today

The regulatory debate over dealing commissions that followed CP176 in 2013, has been revived and scrutinised by both UK and European regulators.

In the UK, the FCA’s Policy Statement (PS14/7) published in 2014 created a narrower perimeter for the services and goods permissible under the current regime. The FCA also excluded “corporate access” from the list of services that could be purchased with dealing commission.

In Europe, in late 2014 the European Securities and Markets Authority (ESMA), adopted an equally rigorous approach to the purchase of research as part of the MiFID II inducement provisions. As with corporate access, the message is that fund managers should be paying for research out of their own pockets or charging up-front fees to their clients for the service.

The path from here is perhaps best summarised in last summer’s discussion paper by the FCA:

Overall, we conclude that unbundling research from dealing commissions would be the most effective option to address the continued impact of the conflicts of interest created for investment managers by the use of a transaction cost to fund external research. We believe it would drive more efficient price formation and competition in the supply of research, removing the current opacity in the market. It would be particularly effective if this reform can be achieved on an EU-wide basis.

The final regulations around research continue to be a hot topic and are expected to come into force in Europe by 2017. In addition to the regulatory developments outlined here, other factors such as electronic, off-exchange and intra-buy side trading have continued to eat away at the market share of the traditional broker, resulting in falling commissions and challenging the existing model more than ever.


Sources and additional references:

‘The Myners Report’

Museum of American Finance: Original Buttonwood Agreement 

OXERA’s “An Assessment of Soft Commission Arrangements and Bundled Brokerage Services in the UK”

FCA’s Consultation Paper : CP 13/17 Use of dealing commission

FCA’s Consultation Paper 176: Bundled Brokerage and Soft Commission Arrangements

Ashurst’ “New regime for the use of dealing commissions – impact on managers and brokers” 

Ashurts’ “Softing and bundling – where are we now?”

Ashurts’ “Dealing Commission: A History”

Investment Management Association: The Use of Dealing Commission to Purchase Research

Frost Consulting

US fund managers launch their own dark pool

Some of America’s largest asset managers are looking to launch their own trading venue, allowing them to buy and sell large blocks of shares without the involvement of exchanges or high speed traders. The new venture is majority owned by Fidelity and includes some of the largest money managers including JP Morgan AM, BNY Mellon, Blackrock, Capital Group, MFS, T Rowe Price, Invesco and State Street. The platform is looking to formally launch later this year. Recent articles in WSJ and FT provide some additional context to this development.

Regulatory update: IR Guide to MiFID II

Last month the European parliament approved MiFID II, an ambitious piece of EU law, which will have meaningful implications on how shares are traded, cleared and reported. We aim to provide some insight on developing issues, with particular reference for Investor Relations teams around the world.

Since its implementation in 2007, MiFID has been the most significant piece of regulation shaping capital markets across Europe. The goal was to reinforce the European financial market and harmonise regulations by enhancing marketing transparency and improving investor protection. MiFID has provided the framework for the rise of ‘multilateral trading facilities’ (MTFs) and other alternative trading venues, which collectively narrowed spreads and decreased fees for investors. Today anywhere between a third and half of trading of European large cap companies happens off-exchanges and on MTFs. Consultancies predict that a further 5-15% of trading happens on Dark Pools and Crossing networks (explained below).

Why is it being revised & what exactly is MiFID II?

Following the implementation of MiFID I, few could have predicted the rapid rise in algorithmic and high-frequency trading (HFT). Unintended consequences of this have included a much more divided (across venues) trading landscape and migration to so-called ‘dark pools’, which help conceal volumes and identity of traders. Regulators also worry that demand-supply dynamics are distorted: dark pools move trading increasingly away from exchanges, despite the prices remaining inextricably linked (dark pool transactions settle at mid point of bid/ask from exchanges). Other instruments, most notably derivatives (contracts which draw value from underlying assets) have been largely neglected in MiFID I.

MiFID II will target transparency for pre- and post- trade of equities, ETFs, bonds and derivatives as well as seek further investor protection through a number of measures including the alteration of market structures. All asset classes will now be subject to open and transparent trading – not just equities targeted by MiFID I. The proposed MiFID II seeks to ban brokers’ crossing networks in an attempt to force trades onto ‘lit’ exchanges. Caps will be placed on dark liquidity volumes. ESMA has estimated that 20% of European trades by value are algorithmic/high-frequency and traders will now be forced to register their proprietary formulae with regulators. Post-trade data sold by exchanges are also under review in an attempt to promote accessible transparency. Clearing houses will be allowed to process trades for multiple exchanges through the ‘open access’ regulation encouraging competition in the derivatives market.

So to summarise we can expect:

  • Dark Pool caps
  • High-Frequency Trading rules
  • Data Fee rules for exchanges
  • ‘Open access’ regulation for clearing houses

The alternative venues in a little more detail

Multilateral Trading Facility (MTF): A European regulatory term for a non-exchange financial trading venue. Typically these are electronic, and allow trading of exotic products where no exchange exists. MTFs compete with exchanges on technology, lower cost base, and trading incentives for brokers. Example of this is ‘maker/taker pricing’;  ie paying brokers to trade on platform as long as the trade adds liquidity rather than take it away liquidity and price. Examples: BATS Chi-X Europe, Turquoise

Crossing network: A non-exchange electronic matching mechanism for buy/sell orders connecting brokers and dealers without the need for a public exchange (not anonymous). Examples: Liquidnet, Pipeline

Dark Pools: Private off-exchange financial trading venues often used by institutional investors with large orders who want to hide their order size (anonymous). Examples: Goldman Sachs’s Sigma X, Credit Suisse’s Crossfinder

How can I find out where my shares are traded?

All major financial data platforms will have screens, which try give you this information. There are also a number of free sources online to your disposal. One of our favourite is Fragulator. Below is are two screen we ran for Vodafone’s Ordinary Share:

Screen Shot 2014-05-27 at 13.31.26


Screen Shot 2014-05-27 at 13.31.40

Source: Fragulator, 27 May 2014

Will MiFID II impact everyone or just European companies?

MiFID is specifically designed for European implementation and thus will only directly affect European capital markets. However the regulation will impact any global issuer who has a share listing in Europe or a Depositary Receipt programme listed or quoted in London, Frankfurt or Luxembourg.

What are good resources to keep up to date with developments?

There are plenty of interesting sources online. Some of our favourites are:

Check list for Investor Relations Teams

1.     Do I have a solid understanding of where my shares are listed, quoted, and traded? Do I roughly know the average daily trading volumes in each venue?

2.     Do I have a one-page management report on the subject ready in case I am asked for it?

3.     Am I working enough with my advisors and counter-parties to try to understand who is behind those trades? Am I connected with those investors on Closir?

4.     Am I aware of the three alternative ‘venues’ where trading of my securities can take place?

5.     Am I clear as to why the original MiFID has been revised?

If the answer is still no to any of the above, that’s OK, we are here to help. Just send us a note and we will find a time to go over all of this with you.

Team Closir