Securities Fraud Dictionary

The key principle of securities fraud is that the investors’ interests are secondary to the financial gain their brokers can make. Securities fraud usually takes place when brokers try to manipulate their customers into trading stocks without regard for the customers' own best interests. Stock fraud can be at a company level, but it also can be committed by a single stockbroker in an otherwise honest company. Stock fraud can vary in size from multi-million dollar deals to penny stocks, but all sizes of fraud have one thing in common: they intentionally disregard the financial situation of customers in order to further personal profit for the broker. Corporate insiders, brokers, underwriters, large shareholders and market makers all have the ability to manipulate trading in a fraudulent way.

 
Types of Fraud

Churning or excessive trading
Excessive trading in a customer's account to give profit to the broker/dealer while disregarding the customer's best interests. Prosecutable under the 1934 Securities Exchange Act.

Unsuitable investments
Investments that ask the client to assume a greater financial risk than he or she can reasonably sustain; investments that are inconsistent with the client’s financial needs; or investments in which the client is not adequately informed of the risks involved.

Insider trading
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such nonpublic information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.

Misrepresentation and false statements
These practices disguise the risk factors associated with a particular stock; the broker intentionally misleads the customer about material facts regarding a stock.

Unauthorized trades
Unless the client of a brokerage firm has signed a contract that allows his or her broker to engage in discretionary trading, each individual transaction performed by the broker must be executed with the client's permission.

Breach of fiduciary duty
A breach of fiduciary duty includes abdication of duty, abuse of trust, and approval of unlawful transactions; breach of fiduciary duty may be based on either nonfeasance or misfeasance.

Overconcentration
Diversification is one of the most important rules of investing. Brokers should never concentrate all of a client's investments in one area. The broker who does so is potentially liable if the overconcentrated area of the client’s investment declines in value.

 
Types of Market Manipulation and Insider Trading

Most forms of market manipulation involve gaining control of the market by purchasing significant volumes of certain stocks at artificially set prices. This is also called "cornering" the market and can be followed by either increasing or decreasing the prices of the stocks to desired levels. The more illiquid the stock, the easier it is to gain control of that stock and manipulate the market.

There are two type of Market Manipulation:

  1. Demand side manipulation - any manipulative technique used to increase the price of the securities. The rising price often leads other buyers into the market. The resultant market price bears no relation to the real merits of the investment.
  2. Supply side manipulation - any manipulative technique used to decrease the price of securities. The falling price induces others to sell, including short sellers. The resultant market price bears no relation to the real merits of the investment.
 
Manipulative Techniques

Bait and switch
Stock-of-the-month recommendations are issued, usually without appropriate foundation, and the stock is sold to a group of customers. who resell the stock for a small profit, thereby creating interest and encouraging other investors to buy at higher levels. This process can be repeated several times, each time pushing the price higher.
Highest bidder or transactions at progressively higher prices - consistently appearing as the highest bidder, a device which can be used to support or to raise the price of securities; following the market too closely on a rise with either purchases or bids may also create apparent activity. Each time new buyers enter the market, even as a result of an independent purchase or bid, it exhausts the supply of securities at lower levels and forces others to raise their bid. (See also “pump and dump”). The inverse is used to lower the price of a security.

Hype and dump
talking up the price of stock by using false or exaggerated reports, rumors, brokers’ recommendations, etc. Once price has risen, stock is dumped. The antithesis can be known as “slur and slurp”; it occurs when the price of a stock is talked down, allowing the manipulator to buy shares at lower prices.

Pump and dump
making transactions at successively higher prices, thus giving the appearance of real activity by investors, then dumping or selling at highs. Can occur as a supply side manipulation as well, by making undisclosed offers for only small parcels of shares, thereby inducing others to sell and allowing the manipulator to buy a large parcel of shares later at a cheaper price.

Ramping
marking (up) the close either by placing bid or purchasing parcel at or near the close; this changes the closing price although the bid often is dropped the next morning. Also called “painting the tape” or “window dressing.” The same technique can be used to push the share price of a stock lower.

Window dressing
ramping by institutional investors to allow valuation at desired prices (see above, “ramping”).

Chain letter rally
occurs as speculators enter the market, thereby unwittingly assisting manipulator by increasing both volume and price movement.

Churning
the manipulator acquires a holding of shares and then places both buy and sell orders, either through one broker or several, in order to create an impression of large turnover. These orders are usually placed at progressively higher prices. Also called “pass the parcel.“

Pools
a group of manipulators who trade shares back and forth between themselves, usually through one broker, thereby raising volumes and creating additional investor interest. Similar to both “churning” and “pass the parcel.”

Short squeeze
purchasing a significant amount of stock, i.e., cornering the market, in order to force short sellers to purchase shares to cover their short positions at successively higher prices, thereby increasing the price.

Matched orders
pre-arranged trades by associated parties who enter either a purchase or a sale order, while knowing an associate has entered a corresponding order.

Wash sales
purchase and sale orders placed at the same time; in wash sales, actual beneficial ownership does not change.

Capping and pegging
when the holder of a large short put and/or call option position sells or buys the underlying security in order to affect the price of the security such that the option position expires valueless and the holder avoids assignment.

Mini-manipulation
a relatively short-term stock manipulation in which the price of an underlying stock is manipulated upwards or downwards in order to benefit the liquidation of an open option position.

Short squeeze intermarket
a short squeeze between the share market and a related security, such as the options market.

Warehousing or parking
selling parcels of shares to the warehouser in order to disguise the path from original seller to the ultimate buyer. Often used to disguise ownership in a takeover situation, or where control over the shares is needed to ensure a company resolution is passed without disclosing the association between the warehouser and the beneficial owner.

Failure to disclose
any failure to disclose control or association of the purchase or sale of securities prescribed by statute. The lack of disclosure can allow a manipulator to incorrectly convey to the market that demand or supply for securities is genuine when, in fact, it is related to his own position.

Churning and burning
the excessive trading of an account by a broker (churning) for the purpose of generating commission without regard to the needs and objectives of the client (who is burnt).

Guarantees or payments
guaranteeing purchasers against loss or making payments to induce others to purchase or sell the security.

Use of nominee accounts
the use of nominee/fictitious accounts to stage widespread buying and selling activity at designated price levels, thereby concealing the actual control exercised by the manipulators and the purpose of such activity.

Spinning
Securities firms involved in initial public offerings may allocate shares to preferred investors on the understanding of obtaining future business, creating a transfer of wealth to those individuals at the expense of other investors. In India, SEBI, in the recent past, has taken measures for avoidance of such situations. Merrill Lynch, J.P.Morgan, Citi have been indicted for spinning during the dotcom induced stock market boom in the US in early 2000.

Investor loans
In order to ensure that an underwriting goes well, a bank may make below market loans to third-party investors on condition that the proceeds are used to purchase securities underwritten by its securities unit.

 
Types of Insider Trading

Front-running
when a broker/dealer, knowing a client has a large or market-sensitive order, puts through a transaction on his/her or another client's behalf, thus benefitting from the pre-warning. Can occur in either the securities or related instruments market. Financial firms may exploit institutional, corporate or other wholesale clients by executing proprietary trades in advance of client trades that may move the market.

Scalping
trading prior to the release of a research report.

Piggy-backing
when a broker, after observing a series of transactions of a client who has a high degree of success, repeats their investments for him/herself or clients. Is similar to front-running but occurs after the transaction of the client has been completed.

Inside market information
when a broker/dealer disseminates information that certain trading activity is occurring or about to occur which will cause a price change. Similar to front running.

Classic insider trading
when a director or associate of a company buys or sells shares before the release of a price-sensitive announcement.

 
 
       
       
  © BasherBusters.com™   Advertise with Us | Legal | Contacts