Entrepreneurship in the US is an Endangered Species – reprinted by Ronald Woessner

Image: Amur leopard, a critically endangered species. Source: World Wildlife Fund

According to a recent Forbes article, America ranks as the best country for female entrepreneurship. That’s “good.” On the other hand, the “bad” is that companies founded by women entrepreneurs are less likely to be funded by a venture capital firm than the Earth being struck by an asteroid, as I discussed previously in this space.

That’s “not so bad,” though. Women entrepreneurs are not missing out on much by not being funded by venture capital firms => since venture capital firms fund only approximately five of every 10,000 startups in America, according to Entrepreneur.com.

The “worst,” news, however, is that women entrepreneurs will join their male counterparts in struggling to raise capital to keep their businesses alive because of the lack of investment capital for start-up businesses in America as a whole.

This lack of investment capital for US start-up businesses is an endemic problem. Like an invisible chain, it extends across the length and breadth of the US and restrains an entire ecosystem, beginning with startups in a garage, and extending to OTC Markets traded companies, and further extending to smaller-cap publicly listed companies.

Without sufficient capital, these businesses fail.

Predictably, many would-be entrepreneurs decide to keep their day jobs rather than taking the entrepreneurial leap when they see the businesses of their friends, neighbors, or relatives go “out of business” and the often-consequent loss of life savings and the family home.

With this background in mind, you might be thinking that fewer and fewer Americans want to become entrepreneurs today than in previous years. You are correct.

The data demonstrates that entrepreneurship in America is dying. In February of this year, Mr. David Weild IV, “Father of JOBS Act 1.0,” former Vice Chairman of NASDAQ and New York investment banker, gave a presentation at The Yale Club of NYC. The JOBS Act, signed into law by President Obama in 2012, was a great start for the movement to level the playing field for emerging growth companies, but even Mr. Weild will tell you that more needs to be done.

The presentation included a “heat” map, derived from Census Bureau statistics of US business formations by state per capita. The heat map shows business startups by state, per capita, in 2006 versus 2017. In 2006, the map shows much of the US as dark red, connoting high numbers of startups per capita. Disturbingly, in 2017, the map shows much of the US as pale pink, connoting a paucity of startups.

Business Formations within 4 Quarters by State – Per 1,000 People

And, while entrepreneurship in America is dying, so are the US public markets according to some. Others say the public markets are inhospitable to smaller cap companies or that the public markets are “broken.” Regardless of the choice of words, the US public capital markets are no longer the envy of the world, as they once were. To wit:

(1) 3,500 (40%) of the approximate 8,700 NASDAQ/NYSE trading symbols (mainly smaller-cap issuers) have average daily trading volumes under 50,000 shares per day, and approximately 50% had volumes under 100,000 per day, according to the SEC.

(2) There are approximately 50% fewer public companies today than 20 years ago.

(3) The number of book runners for smaller IPOs (<$100 million in proceeds) has decreased from 162 in 1994 to 31 in 2014.

Americans are struggling. The US public markets are dying. Entrepreneurship is dying. It’s time for Congress or the SEC, or both, to adopt pro-capital formation policies before matters continue to get worse. If not remediated, the US will forfeit its position as the financial capital of the world. And, that would be really, really bad.

More on this topic to follow.

Article originally published on November 25, 2019 by equities. com here.

Understanding Short Sale Activity by Cromwell Coulson OTC Markets — reprinted by Ronald Woessner

See below for an article by Cromwell Coulson, President, CEO and Director of OTC Markets Group, regarding “Understanding Short Sale Activity.”

Quality data is essential to well-functioning markets. Improving the availability, relevance and usefulness of data aligns with OTC Market Group’s mission to create better informed, more efficient financial markets.  In our experience, short selling remains one of the most highly-debated topics among academics, companies, investors, market makers and broker-dealers. As a market operator and company CEO, I believe it’s critical to address the misconceptions that still exist around short sale data and the correlation to a stock’s fundamental value.

Short selling, the sale of a security that the seller does not own, has long been a controversial practice in public markets.  Advocates for short selling believe it builds price efficiency, enhances liquidity and helps improve the public markets, while critics are concerned that it can facilitate illegal market manipulation and is detrimental to investors and public companies.  Given the diverse range of opinions and opposing views, we believe the first step is to take a deeper dive into the data and help separate out the noise.

“The Reliable” – FINRA Equity Short Interest Data

The most accurate measure of short selling is the data reported by all broker-dealers to FINRA on a bi-weekly basis.   These numbers reflect the total number of shares in the security sold short, i.e. the sum of all firm and customer accounts that have short positions.

This information is available on www.otcmarkets.com on the company quote pages.  As an example, OTC Markets Group has a few hundred shares sold short on average, which represents a fraction of our daily trading volume and shares outstanding.

OTC Markets Group (OTCQX: OTCM) SHORT INTEREST Data

DATE SHORT INTEREST PERCENTAGE CHANGE AVG. DAILY SHARE VOL DAYS TO COVER SPLIT NEW ISSUE
9/28/2018 97 11.49 5,551 1 No No
9/14/2018 87 8.75 4,423 1 No No
8/31/2018 80 100.00 6,818 1 No No
7/31/2018 103 -48.24 3,197 1 No No
7/13/2018 199 -27.64 2,124 1 No No
6/29/2018 275 166.99 3,239 1 No No
6/15/2018 103 24.10 2,739 1 No No
5/31/2018 83 -72.33 3,925 1 No No
5/15/2018 300 1.69 3,944 1 No No
4/30/2018 295 100.00 4,278 1 No No

FINRA Rule 4560 requires FINRA member firms to report their total short positions in all over-the-counter (“OTC”) equity securities that are reflected as short as of the settlement date. In 2012 FINRA clarified that firms must report short positions in each individual firm or customer account on a gross basis under FINRA Rule 4560. Therefore, firms that maintain positions in master/sub-accounts or parent/child accounts must calculate and report short interest based on the short position in each sub- or child account.

Since this data is part of a clearing firm’s books and records, it is of high quality and FINRA regularly inspects broker-dealer compliance with the rule.  Of course, it would be great if this data was collected and published daily (with an appropriate delay).

“The Misleading” – Daily Short Volume

In contrast, the most frequently misinterpreted data is the Daily Short Volume, sometimes referred to as Naked Short Interest.  This data shows the percentage of published trade reports (called media transactions in FINRA Rules) that were marked short.   As an example, the recent data for OTC Markets Group shows that up to 90% of the trading volume comes from short

selling on some days.   If we did not carefully track our bi-weekly Short Interest, we could easily be led to believe that short selling is rampant in our stock.

Historical Short Volume Data for OTC Markets Group (OTCQX: OTCM)

DATE VOLUME SHORT VOLUME PERCENTAGE of VOL SHORTED
Oct 18 3,341 1,399 41.87
Oct 17 5,989 3,198 53.40
Oct 16 16,120 7,509 46.58
Oct 15 24,155 12,991 53.78
Oct 12 6,297 4,914 78.04
Oct 11 4,059 1,553 38.26
Oct 10 2,185 999 45.72
Oct 9 7,473 4,556 60.97
Oct 5 880 525 59.66
Oct 4 492 200 40.65
Oct 3 2,041 801 39.25
Oct 2 4,786 1,560 32.60
Oct 1 3,973 2,607 65.62
Sep 28 244 23 9.43
Sep 27 882 805 91.27
Sep 26 259 189 72.97
Sep 25 3,085 2,250 72.93
Sep 24 967 571 59.05
Sep 21 2,350 825 35.11
Sep 20 7,164 6,453 90.08
Sep 19 297 202 68.01

 

Seeing the above data can be alarming for public companies and their investors, until they understand the inner workings of how dealer markets function and broker trades are reported—which render the data virtually meaningless.

Since this data also comes from FINRA, what gives?  The daily short selling volume is misleading because market makers and principal trading firms report a large number of trades as short sales in positions that they quickly cover. For market makers with a customer order to sell, they will temporarily sell short (which gets published to the tape as a media transaction for public dissemination) and then immediately buy from their customer in a non-media transaction that is not publicly disseminated to avoid double counting share volumes.  SEC guidance also mandates that almost all principal trading firms that provide liquidity at multiple price levels, or arbitrage international securities, must mark orders they enter as short, even though those firms might also have strategies that tend to flatten by end of day. Since the trade reporting process for market makers and principal trades makes the Daily Short Volume easily misleading, we do not display it on www.otcmarkets.com.

Making daily short reporting data easily-digestible and relevant is not hard. On the contrary, it should be easy to aggregate all of the short selling that is reported as agency trades, as well as all of the net sum of buying and selling by each market maker and principal trading firm.  This would paint a clear picture for investors of overall daily short selling activity. Fixing the misleading daily short selling data would bring greater transparency and trust to the market.

 “The Missing Piece”– Short Position Reporting by Large Investors

There is ample evidence that short selling contributes to efficient price formation, enhances liquidity and facilitates risk management.  Experience shows that short sellers provide benefits to the overall market and investors in other important ways which include identifying and ferreting out instances of fraud and other misconduct taking place at public companies.  That said, we


agree with the New York Stock Exchange and National Investor Relations Institute that there is a serious gap in the regulation of short sellers related to their disclosure obligations.   We understand that well-functioning markets rely on powerful players who cannot be allowed to hide in the shadows.  Since we require large investors, who accumulate long positions, to publicly disclose their holdings, why aren’t there disclosure obligations for large short sellers?   This asymmetry deprives companies of insights into their trading activity and limits their ability to engage with investors.  It also harms market functions and blocks investors from making meaningful investment decisions.

One point is clear, we all need to continue to work collaboratively with regulators to improve transparency, modernize regulations and provide investors with straightforward, understandable information about short selling activity.  We want good public data sources that bring greater transparency to legal short selling activity as well as shine a light on manipulative activities.  All while not restricting bona fide market makers from providing short-term trading liquidity that reduces volatility.

See Mr. Woessner’s bio at the link here.

OTC Markets Group Participation in October 2018 SEC Roundtable – by Ronald Woessner

 

OTC Markets Group Participates in SEC Roundtable Sponsored by the Division of Trading and Markets
On September 26, OTC Markets Group was pleased to take part in the SEC’s Roundtable on Regulatory Approaches to Combating Retail Investor Fraud, hosted by the Division of Trading and Markets. OTC Markets Group CEO Cromwell Coulson participated in a panel discussion on Trading Halts and General Counsel Dan Zinn spoke on a panel focused on Rule 15c2-11 and enhancing public disclosure requirements.

“Fraudulent and manipulative promotion schemes corrupt the efficient market pricing process, hinder small company capital formation, and harm retail investors,” said Cromwell Coulson, CEO. “Because regulation alone cannot address all sources of fraud, we must empower individuals with the information they need to make better-informed investment decisions. Shining the electric light of data-driven markets that incentivize corporate disclosure, combined with common-sense regulation, are the most effective investor protection tools.”

In conjunction with their participation in the Roundtable, OTC Markets Group submitted a list of targeted Regulatory Recommendations that would help to combat retail investor fraud, improve market efficiency and bring greater transparency to our public markets.

Mr. Woessner’s bio appears here.

Summary of FINRA and SEC Regulations — Reprint from OTC Markets Website by Ronald Woessner

 

See below for SEC and FINRA regulations that govern trading in securities quoted on OTC Link® ATS,  the OTC Markets SEC registered Alternative Trading System, reprinted from the OTC Markets website.

FINRA

Rule 2000 — Business Conduct

Rule 2010 — Standards of commercial honor and principles of trade

Rule 2020 — Use of manipulative, deceptive or other fraudulent devices

Rule 4320 — Short sale delivery requirements

Rule 4560 — Short interest reporting

Rule 5210 — Publication of transactions and quotations

Rule 5220 — Offers at stated prices

IM-5220.01 — Firmness of quotations

Rule 5250 — Payments for market making

Rule 5310 — Best execution and Interpositioning

Rule 5320 — Prohibition Against Trading Ahead of Customer Orders

Rule 6431 — Recording of quotation information

Rule 6432 — Compliance with the Information Requirements of SEC Rule 15c2-11

Rule 6433 — Minimum quotation size requirements for OTC equity securities

Rule 6440 — Trading and quotation halt in OTC equity securities

Rule 6450 — Restrictions on Access Fee

Rule 6460 — Display of Customer Limit Orders

Rule 6490 — Processing of Company-Related Actions

Rule 6600 — OTC Reporting Facility

Rule 6620 — Reporting Transactions in OTC Equity Securities and Restricted Equity Securities

Rule 7400 — Order Audit Trail System (OATS)

SEC

Section 3 — Definitions and applications

Rule 3a38 — Definition of ‘Market Maker’

Rule 3a51-1 — Definition of Penny Stock

Section 17B — Automated quotation systems for Penny Stocks

Section 12 — Registration requirements for securities.

Rule 12a-8 — Exemption of Depositary Shares

Rule 12b-2 — Definitions (includes the definition of a Depositary Share)

Rule 12d2-2 — Removal from listing and registration

Rule 12g-1 — Exemption from Section 12(g)

Rule 12g3-2 — Exemptions for American Depositary Receipts and certain foreign securities

Rule 12g-4 — Certification of termination of registration

Rule 12g5-1 — Definition of securities ‘Held of Record’

Rule 12g5-2 — Definition of ‘Total Assets’

Rule 12h-3 — Suspension of 15(d) reports

Rule 12h-4 — Exemption from 15(d) reports

Rule 12h-6 — Certification by a Foreign Private Issuer regarding the termination of registration of a class of securities under Section 12(g) or the duty to file reports under Section 13(a) or 15(d)

Rule 15c2-11 — Initiation or resumption of quotations without specific information

Rule 15g-“2 — Risk disclosure document relating to the OTC Market

Rule 15g-3 —Broker or dealer disclosure of quotations and other information relating to the OTC Market

Rule 15g-5 — Disclosure of compensation of associated persons in connection with Penny Stock transactions

Rule 15g-6 — Account Statements for Penny Stock customers

Rule 15g-9 — Sales practice requirements for certain low-priced securities

Rule 15g-100 — Schedule 15G: Information to be included in the document distributed pursuant to 15g-2.

For a complete list of all SEC and FINRA rules, please see:

SEC Rules — SEC.gov

FINRA Rules — FINRA.org

Mr. Woessner’s bio appears here.

OTC Markets Proposed OTCQX Listing Requirements Relating to Stock Transfer Agents by Ronald Woessner

OTC Markets Group has published a proposed amendment to the OTCQX Rules for U.S. Companies, and OTCQX Rules for U.S. Banks.

Proposed Amendment

 As of January 1, 2019, OTC Markets Group plans to require all U.S. companies and U.S. Banks trading on OTCQX to provide verified share data through a transfer agent that participates in the Transfer Agent Verified Shares Program. You may find a list of participating transfer agents at Transfer Agent Verified Shares Program.

Background for Proposed Amendment

OTC Markets Group launched the Transfer Agent Verified Shares Program to provide investors with current and reliable share data. The program enables eligible stock transfer agents to report their clients’ share information, including shares authorized and outstanding, to OTC Markets Group on a regular basis via a secure, electronic file transfer.

Share data provided by transfer agents is displayed on www.otcmarkets.com alongside a “Verified by Transfer Agent” logo. OTC Markets Group will use this data to confirm compliance with the OTCQX Rules. This data is also disseminated through OTC Markets Group’s market data feeds and is available to investors and broker-dealers.

OTCQX Rules for U.S. Companies:

  • All U.S. companies shall retain and maintain a transfer agent that participates in the Transfer Agent Verified Shares Program at all times. (see proposed rules OTCQX Rules for U.S. Companies)

 OTCQX Rules for U.S. Banks: 

  • All U.S. Banks shall retain and maintain a transfer agent that participates in the Transfer Agent Verified Shares Program at all times. (see proposed rules OTCQX Rules for U.S. Banks)

 Determine Compliance

 If a company profile on otcmarkets.com displays a “Verified by Transfer Agent” logo, then the company is already compliant with the proposed

  • If there is no logo displayed, but the company’s transfer agent’s name is on the list of participating transfer agents, then the issuer may contact its transfer agent to request that they send the company’s data to OTC Markets
  • If  the company’s transfer agent is not on the list of participating transfer agents or the list of those in the process of onboarding, then the issuer may contact its transfer agent to discuss their plans to participate.  Alternatively,  issuers may also contact Bob Power bob@otcmarkets.com (212) 896- 4406 at OTC Markets Group for further information.

Comments on the proposed rules were originally due OTC Markets Group by October 4, 2018.

Effective Date of Proposed Amendment:

The proposed rules are scheduled to become effective for all OTCQX U.S. companies and OTCQX U.S. Banks on January 1, 2019.

Mr. Woessner’s bio appears here.