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More About This Title Writing Securities Research, Second Edition: A Best Practice Guide
English
We see that if an analyst puts a company in play, a regulator would instantly assume that the analyst is trading on inside information (especially if the information turns out to be true) or is spreading a rumour (especially if it turns out to be false). However, we also see that there is a third option – that the analyst might just have come to his or her conclusion through some good research based on verifiable facts and reasonable assumptions.
Definitions of research from around the world are examined. After all, research is generally defined by its content, not by the author's job description. As such, non-Research securities professionals such as brokers and marketers of research as well as investors, journalists and even bloggers and twitterers need to understand what constitutes “research” so that they don't fall into the regulators' purview.
As regards the risks to investment views that analysts need to highlight to their investors, the book not only examines economic and financial risks but also examines corporate governance issues such as executive compensation, equal treatment of shareholders, related-party transactions and risk management.
To demonstrate the risks that analysts, securities professionals and investors face, the book draws on many cases and examples from around the world, including many from the global financial crisis of 2007-2009. From these cases we see how penalties for those involved in the securities markets have become more serious over the years. They range from fines to imprisonment, and even to execution in some markets. To give a light-hearted angle, many of these cases are accompanied by “Alex” cartoons.
English
Jeremy has over 25 years of experience in the world of investments, and has worked in London, Tokyo, and Hong Kong. For the past 16 years he has worked in securities research at global investment banks, including a five-year stint at Morgan Stanley, five years as a director at ING/ING Barings, and most recently five years at HSBC where his final role was Head of Training for Global Research. Jeremy has been a qualified supervisory analyst (SA) since 1997, and as such is authorized to approve securities research for U.S. distribution.
Before entering the securities industry, Jeremy was marketing director and company secretary for a property development company that undertook industrial and commercial projects throughout the U.K. as tax-shelter investments for corporates and high net worth individuals.
Jeremy is also the author of A Guide to Investment in Enterprise Zones (Longman, 1988, 2nd ed. 1990).
Jeremy Bolland grew up in Malaysia, holds an honors degree in Classics from King's College, London University, and studied Chinese at SOAS and Beijing Normal University.
English
Foreword xv
Preface xix
Summary points and recommendations xix
Background xxii
Background to the second edition xxii
Background to the first edition xxvi
The changing regulatory environment xxvii
Introduction xxx
More education rather than more regulation xxx
The need to identify investment risk xxxi
Target readership xxxiii
Commercial benefits to compliance xxxiii
Local differences and specific circumstances xxxiv
Summary xxxiv
Case studies and examples xxxv
Themes xxxvii
Research coverage xxxvii
Sourcing information xxxviii
Reasonable basis for recommendations and risk assessment xxxix
Conflicts of interest xl
Writing in general xli
Acknowledgments xlv
Abbreviations Used in This Book xlvii
Chapter 1: Principles of Research 1
Key points 2
Definition and supervision of research 2
Supervision and control of research 2
Marketing research to the U.S. by foreign broker-dealers 3
Stock-picking tips 8
Continuing education 9
Cheating in tests 10
The realm of research 11
Ambit of securities regulations (bonds) 12
Ambit of securities research regulations (equity and credit research analysts) 13
Ambit of securities regulations (swaps and other derivatives) 16
Ambit of securities research regulations (marketers of research, including hedge fund research) 19
Ambit of securities research regulations (analysts as experts on sales desks) 20
Ambit of securities research regulations (stock-tipping bloggers) 21
Ambit of securities research regulations (media commentators) 23
Minimizing approval and publishing risks 26
Honesty and fair treatment of clients 28
Common securities-related violations cited by the SEC and FINRA of the U.S. 28
Regulations tightening up around the world (Hong Kong) 29
Regulations tightening up around the world (China) 31
Regulations tightening up around the world (Japan) 32
Front-running and selective distribution of research 35
Front-running and selective distribution of research (huddles) 35
Front-running of research 36
Selective distribution of research 37
Selective distribution of research (fact-checking) 39
Selective distribution of research (greater conviction of view) 39
Insider dealing and selective disclosure 41
Use/dissemination of price-sensitive information (general) 44
Use/dissemination of price-sensitive information (U.S.) 47
Use/dissemination of price-sensitive information (U.K.) 48
Use/dissemination of price-sensitive information (Hong Kong) 50
Use/dissemination of price-sensitive information (serial insider trading) 53
Use/dissemination of price-sensitive information (pillow talk) 54
Use/dissemination of price-sensitive information (economists) 56
Specific requests and proprietary information 58
Definition of publishing 59
Unfair portrayal of past recommendations 60
Performance of past recommendations 60
Conflicts of interest and disclosure of interests 62
Catering to investors with specific investment criteria 62
Shari’ah law implications for securities research analysts (stocks) 64
Shari’ah law implications for securities research analysts (bonds) 65
The virtues of a vice portfolio 67
Analyst surveys 67
Playing the voting “game” 68
Sourcing information 71
Acknowledging the source 71
Gathering confidential information 72
Receiving confidential information 76
Rumors, speculation and M&A 79
Identifying M&A candidates (putting companies into play) 81
Short selling by hedge funds (abusive rumor-mongering) 84
Defamation—libel and slander 88
Defamation 89
Intellectual property—copyright and plagiarism 91
Intellectual property 91
Research integrity and consistency 95
The problem 95
Disgruntled clients 95
The principles 96
. . . be consistent or explain apparent inconsistencies 97
Sector/country weightings and universes 100
Consistency of views 101
Top picks (research requirements) 102
Consistency of views 104
Technical analysis 105
Useful qualifications (technical analysis) 106
Coverage universe—initiations, terminations and transfers 106
Accountability principles 106
Initiation of coverage 107
Transfer or re-initiation of coverage 107
Co-authorship liability 108
Termination of coverage 109
“Under review” 110
Publishing new research 111
No recommendation? 111
No recommendations 114
Chapter 2: Reasonable Basis, Valuations and Risk 119
Key points 120
Consistency of recommendations 121
Explanation for inconsistencies 121
Following the market 122
Valuation support 122
Forensic analysis of accounts 122
Channel-stuffing and other activities 123
Cross-industry antitrust issues 124
Disclosures and notes 126
Pro-forma accounting and use of selective data 128
Reasonableness of valuations 128
Highlight valuation changes 129
The appropriate valuation methodology 129
Unrealistic expectations or questionable bases for valuation 130
Excessive valuations 132
Highlighting risks and volatility 133
Appropriateness of sell ratings 134
Short-selling by hedge funds (pushing the envelope?) 135
Management’s reaction to negative research (legal action) 137
Management’s reaction to negative research (restricting information) 138
Mis-selling and not highlighting risks 139
Highlighting investment risks (credit crisis of 2007/08, U.S.) 139
Highlighting investment risks (credit crisis of 2007/08, global) 142
Highlighting investment risks (general) 144
Evaluating risks and catalysts 146
Catalysts and consensus 147
Market liquidity and contagion risks 147
Foreign exchange and interest rate risks 147
Currency risks 148
Earnings risks 150
Brand theft risk 151
Brand theft 151
Brand usurping 152
Cashflow and liquidity risks 153
Valuation risks 153
Modeling and miscalculation risks 154
Modeling risks 155
Mispricing risks 156
Information risk 157
M&A risks 158
Corporate governance risks 159
Gauging corporate governance risks 159
Social responsibility 161
Corporate governance (social responsibility—rankings) 161
Durability of brand names 163
Corporate governance (social responsibility—the mass-consumer market) 164
Corporate governance (social responsibility—corporate governance excellence) 165
Executive remuneration 167
Corporate governance (executive remuneration) 168
Corporate governance (executive remuneration—disclosures) 172
Executive insider trading 174
Corporate governance (executive insider trading) 175
Equal treatment of shareholders 176
Corporate governance (equal treatment of shareholders) 177
Corporate governance (related-party transactions) 179
Corporate governance (equal treatment of shareholders—related-party transactions) 181
Corporate governance (vote manipulation) 182
Corporate governance (independent non-executive directors) 184
National interest 184
Corporate governance (national interest) 184
Corporate governance (national interest—strategic industries) 187
Corporate governance (national interest—sovereign wealth funds) 189
Risk management 189
Corporate governance (false statements by issuers) 190
Corporate governance (risk management and rogue traders) 191
Corporate governance (transparency of operations) 196
Ponzi schemes 197
Corporate governance (risk management and money-laundering, bribery and corruption) 199
Credit rating risks 201
Analyzing risk (credit rating agencies) 201
Due diligence by investment bankers 203
Due diligence (failures) 204
Chapter 3: Independence of Research and Conflicts of Interest 209
Key points 210
Summary 210
Separating research and banking 211
Conflicts of interest (global settlements) 212
Conflicts of interest (collateralized debt obligations) 214
Conflicts of interest (auction-rate securities) 216
Managing contacts between analysts and bankers 217
Disclosures of interests and relationships 219
Conflicts of interest (private trading contrary to recommendations) 220
Analyst certification 221
Conflicts of interest (disclosures) 222
Writing research on banking clients 223
Conflicts of interest (watch lists) 225
Conflicts of interest (managing apparent conflicts) 226
“Pre-deal” research 230
Conflicts of interest (pre-deal research) 231
Influencing of analysts by issuers 234
Conflicts of interest (bribes) 234
Conflicts of interest (favors) 235
Conflicts of interest (issuers guiding analysts) 236
Conflicts of interest (employment) 237
Independent research firms 238
Alleged conflicts of interest (independent research firms) 239
Paying for sell-side research 242
Transparency in paying for research (inappropriate payments) 245
Paying for credit ratings 246
Chapter 4: Non-research: E-mails, Blogs and Internal Communications 251
Key points 252
Approval of e-mail and media appearances 253
Objective commentary on non-rated companies 254
E-mails 256
E-mails as research 257
Retention of e-mails 259
“Internal Use Only” 261
Chapter 5: General Writing, Editing and Publishing Considerations 263
Key points 264
Introduction 264
Getting the message across 265
Headlines and covers 265
Standards of taste 266
Bullets, key points and executive summaries 267
Publishing and distribution 267
Writing the text 268
Writing rules 268
Use the right word 269
Vocabulary for attributing forward-looking comments (using “will”) 269
Measurements and direction/degree of movement 271
Vocabulary for describing movement and performance 272
Words to avoid or use carefully 273
Bullshit Bingo (vocabulary and phrases) 274
Clarity of communication 275
Clarity, consistency, conformity and continuity 276
Be consistent or explain inconsistencies 277
Editorial departments and style guides 277
Translations into different languages 278
Mistranslations 278
Publishing independent yet integrated reports 279
Sensitivity to politics and religion 280
Sensitivity to politics and religion 280
Correcting errors 281
Courses of corrective action 281
Materiality of the error 282
Publishing of out-of-date story 282
Retractions 283
Helping the reader 286
Index 287
