Corporate Actions Industry

 

 

Please find below a brief description of the Corporate Actions Industry Structure. It is a list of all market players that get involved in every Corporate Actions event. It can be read as a chain from the top to the bottom:

 

 

Accountants of Companies that issue securities

Accountants advise companies about when to start a Corporate Actions event. Often there will be management consultants and notaries involved as well.

 

Tax Authorities in the country of register of the listed securities

Corporate Action events take place under the tax laws of the country where the company is domiciled. Tax needs to be paid on several corporate action and is often deducted at source.

 

Issuers of Securities (Companies and Governments that need money)

Issuers of securities represent the DEMAND site of the financial markets. They issue securities that are being traded on exchanges where they are bought by investors. It is at this level where Corporate Action events are being initiated.

 

Exchanges (the money markets)

This is where DEMAND and SUPPLY for money meet. Companies and governments issue securities that will be listed on the exchanges where they can be traded by investors. Corporate actions will have effects on the shareprice. Also, this is a central place where information about the corporate action often is published.

 

Central Security Depositories (where the securities are held)

Although securities are listed and traded on exchanges, the securities are acually being held at Central Security Depositories (CSD's). Every country has its own CSD (they can have more than one). It can be compared with what was called "the vault" in the past and where the securities where physically kept safe. It is just that almost all securities are now "dematerialised", meaning that they have become positions in a computer system. First ring market participants will have safekeeping accounts and currency cash accounts with the CSD. A CSD's currency accounts will be linked to the "national banks".

 

Share registers

This is where the total amount of outstanding securies are administrated. The total amount of outstanding shares should equal the amount of shares that are kept at CSD level. Any corporate action event needs to be reflected in the share register before it takes effect from a legal perspective.

 

Lead Agent / Paying Agent / Underwriters

The lead agent in any corporate action event is often a first ring direct market participant. Whenever an issuer of a security plans to start a corporate action, it will typically appoint a market player who will organise the whole process for them. Often, the lead agent is specialised in organising these projects and they will be able to give legal advise and advise about how best to organise the event. The lead agent will also take care of all the communication up and down the chain and they will take care of all stock and cash movements as a result of the event. For some corporate actions like IPO's and Rights Issues, companies will need somebody to "underwrite" the shares that don't get subscribed to. In that way the company can be sure that the corporate action will be succesful, because the risk is taken over by the underwriters. The underwriter will charge the company for taking over this risk.

 

Clearing Agents / Central Counterparties / Dark Pools

These are platforms through which investors can trade annonymously with eachother via a Central Counter Party (CCP). Clearing means that sell instructions are linked with buy instructions. So for example, if there are 10 investors who each want to sell 10 shares at EUR 25 and there is one investor who is willing to buy 100 shares for EUR 250 then the central counterparty will bring these together. Benefits of trading via CCP: anonymity, no counterpary risk, higher liquidity, possibility to do "netting" and cost effective.

 

(Sub) Custodians

This is the first layer that represents the DEMAND side of the money markets. Custodians are the first ring direct market participants that will have safekeeping- and currencyaccounts at the CSD. Custodians "service the assets of their clients". This means they take care of the settlement in the accounts, collect the dividends and interest payments, organise stock lending and collaterals, collect information and advise clients about corporate actions events, generate daily performance reports, facilitate forexing and organise the tax side of holding securities on behalf of their clients.

 

(Global) Custodians

Typically, global custody clients can hold one safekeeping account with their global custodian in which they can hold securities from around the world. Attached to the safekeeping account they will have several currency cash accounts. Global Custodians will calculate all currencies back into one base currency (the currency of the client) and Global Custodians will make use of a network of SubCustodians at which they will have their accounts.

 

Broker-Dealers

When trading on behalf of their customers, these companies act in the role as a broker and when trading on their own behalf these companies are acting in the role of a dealer. Often these companies are subsidiaries of investment banks.

 

Prime Brokerage

This is the array of services that investment banks offer to hedge funds. Seriveces include; enabling borrowing of securities and cash in order to create leverage in their investments, clearing, settling, providing collateral, and netting.

 

Hedge Funds

A hedge fund is similar to any other fund, with the exeption that it is not regulated. Therefore, they are able to use a larger amount of methods to invest, including more risky and complex ones. Because of the higher risks and complexity, hedge funds are only allowed to offer their service to professional investors. When corporate actions are concerned, they need to know how the corporate actions will affect the price of the security and carefully consider what decisions to make.

 

Investment Banks

An investment bank is a bank that unlike commercial banks does not (primarily) take deposits from savers or companies. Their operations focus on trading in equities, bonds, derivatives, foreign exchange, comodities and giving advise about it to companies and investors. Their clients have a trading account with them. Since investment banks are directly holding huge quantities of securities, they need corporate actions specialists to analyse and process the events.

 

Fund managers / private wealth managers

Fund managers often act on behalf of collective investment schemes or mutual funds. They sell fund units to their clients and with the money the buy securities in asset classes according to their investment stategy. The securities they buy are called the underlying securities. In that way the client can hold a relatively small amount of units but still be able to spread his risk. When Corporate Action Events take place in the underlying securities, the fundmanger will make the decisions with regards to those events. Fund managers must have a thorough understanding about corporate actions, something for  which the can hire the help of corporate actions analysts.

 

Pension Funds

Pension funds have got vast amounts of money that need investing. Often they will use external fund managers to do so, or they employ them inhouse. All corporate actions decisions taking place on the securities they hold will be taken by the fundmanagers on behalf of the owners of the pensions.

 

Insurance Companies

Insurance companies also have vast amounts of money that need investing. They too will use fundmanagers to take care of all corporate action related activity.

 

Souvereign Wealth Funds

These funds are often held by governmental bodies that invest a country's money in the global money markets. They act in the same way as pension funds, with the difference that they might make investments that are not purely driven by the need to maximise return on investment. In case of for example a rights issue, they might want to exercise all their rights, just because they can't affort to lose their relative stake in the company for political reasons.

 

Companies

Due to variations in cash flow, companies can (temporarily) end up with quite substantial sums of money. These sums of money need investment. In the case of corporate actions events in the securities they invest in, they need to take the right decision. At the same time, in case these companies are listed themselves, the fact that they have a surplus of money might very well lead to them having to call for a corporate actions event (for example a Return of Capital event).

 

Local Governments / Charities

Local Governments and charities often hold large amounts of money that they are unable to spend straight away and therefore they have to (temporarily) invest it.

 

Retail Banks

Retail banks need to invest the deposits of their clients. Often, they will use investment banks or fundmanagers to do so. When it comes to corporate actions, retail banks will be less involved.

 

Directors and members of the supervisory board of the companies that issue securities

Please note their double role. Directors and members of supervisory board of companies need to hold the stakes they hold in their own company and their options packages somewhere. Usually they will have their accounts with Investment Banks. Corporate Actions event will affect their holdings as well. 

 

You might want to keep this in mind when you visit our Careers in Corporate Actionspage...! ;-)

 

Tax authorities of the country where the beneficial owner of the securities is domiciled

The local tax authorities will tax the benificial owner of the security for any capital gains as a result of a corporate actions event. Most custodians and investment banks will automatically provide tax vouchers stating that the shareholders has paid his tax. The shareholder needs to provide these vouchers to his local tax office.

 

"High nett-worth individuals"

So called "high nett-worth individuals" will often become a client of private wealth managers or even hedge funds. Depending on what service level they agree with their fundmanager, they will be required to make decisions regarding corporate action events in the securities they invest in.

 

"Joe the Plumber"

The average citizen having a securities trading account will, depending on the level of service he agreed, in general have to understand the effect of corporate actions on the share price and make decision on voluntary events.

 

 

 

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