DAILY UPDATE: Fiduciary Rule with Stock Market Earnings Week

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For last the week, the NASDAQ Composite (^IXIC) rose more than 2% while the S&P 500 (^GSPC) popped more than 1.5%. The Dow Jones Industrial Average (^DJI) rose more than 1%, closing above 40,000 for the first time ever on Friday.

In the week ahead, highly anticipated earnings results from Nvidia (NVDA) are expected to be the key catalyst for markets. Results from Target (TGT), Palo Alto Networks (PANW), and Lowe’s (LOW) will also be closely tracked by investors.

The week is also expected to be quieter on the economic front, with updates on activity in the manufacturing and services sectors as well as the final reading of consumer sentiment for May on tap. Minutes from the Fed’s May meeting are also expected on Wednesday afternoon.

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The rule, finalized last month by the Labor Department, requires investment advisers to provide “prudent, loyal, honest advice free from overcharges” and avoid recommendations that favor their interests at the expense of their clients. It also updates the definition of an investment advice fiduciary under the Employee Retirement Income Security Act (ERISA) and Internal Revenue Code. 

Under the new definition, a fiduciary includes any financial services provider who offers investment advice to a retirement investor for a fee and who claims to be acting as a fiduciary or who a reasonable investor understands to be a trusted adviser acting in their best interest. The update removes the requirement that fiduciaries provide advice on a regular basis, bringing one-time advice under the rule. The Biden administration has argued that the previous definition, which was written in 1975, is outdated and has not kept pace with changes to the retirement landscape. 

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And, confidence in the U.S. dollar has waned, as forecasts suggest that a dip in inflation might allow the Federal Reserve to slash interest rates. With a notable 5% climb earlier this year, the dollar is now bracing for its first loss of 2024, triggered by a promising inflation report.

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Finally, fourteen of the world’s 20 largest stock markets have hit all-time highs recently, including England, Japan, Brazil, India, and Canada, according to Bloomberg. In the USA, the S&P 500 (also at a record) hasn’t dropped more than 2% in a trading session in 311 days, the longest streak in five years.

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About Tombstone Securities Advertising and the “New Issue” Propsectus

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A Primer for Physician Investors and Medical Professionals

By: Dr. David Edward Marcinko; MBA, MEd, CMP™

[Editor-in-Chief]

[PART 2 OF 8]

BU Dr. Marcinko

NOTE: This is an eight part ME-P series based on a weekend lecture I gave more than a decade ago to an interested group of graduate, business and medical school students. The material is a bit dated and some facts and specifics may have changed since then. But, the overall thought-leadership information of the essay remains interesting and informative. We trust you will enjoy it.

Introduction

Despite the SEC restrictions, noted in Part I of this series, some idea of potential demand for a new security issue can be gauged and have a bearing on  pricing decisions.

For example, as CEO of a medical instrument company, or interested investor, would you rather see a great deal of interest in a potential new issue or not very much interest?  There is however, one kind of advertisement that the underwriter can publish during the cooling off period. It’s known as a tombstone ad.  The ad makes it clear that it is only an announcement and does not constitute an offer to sell or  solicit the issue, and that such an offering can only be made by  prospectus.  SEC Rule 134 of the 1933 Act  itself, refers to a tombstone ad as “communication not deemed a prospectus”  because it makes reference to the prospectus in the ad. Tombstones have received their name because of the sparse nature of details found in them.

However, the most popular use of the tombstone ad is to announce the effectiveness of a new issue, after it has been successfully issued. This promotes the success of  both he underwriter, as well as the company.

Since distributing securities involves potential liability to the investment bank, it will do everything possible to protect itself.  So, near the end of the cooling off period, a meeting is held between the underwriter and the corporation. It is known as a due diligence meeting. At this meeting they both discuss amendments that are going to be necessary to make the registration statement complete and accurate. The corporate officers, and the underwriters sign, the final registration statement. They have civil liability for damages that result from omissions of material facts or

Mis-statements of fact. They also have criminal liability if the distribution is done by use of fraudulent, manipulative, or deceptive means. Due diligence takes on a whole new meaning when  incarceration from a half-hearted effort underwriting efforts can occur. The investment bank strives to ensure that there have been no material changes to the issuer or the terms of the issue since the registration statement was filed.

Again, as a physician, how would you feel if you were an investment banker raising capital for a new pharmaceutical company that had developed a drug product that was highly marketable. But, on the day after the issue was effective, there was a major news story indicating that the company was being sued for patent infringement? What effect do you think that would have on the market price of this new issue? It would probably plunge. How could this situation have been prevented? The due diligence meeting is more than a cocktail party or a gathering in a smoke filled room. Otherwise, the company would require specially trained people, to do a patent search lessening the likelihood of this scenario. At the due diligence meeting, work is done on the preparation of the final prospectus, but the investment bank does not set the public offering price or the effective date at this meeting. The SEC will eventually set the effective date for the registration and it is on that date that the final offering price will be determined.

Once the SEC sets the effective date, sales may be executed and money can be accepted by the investment bank. It is at this time that the final prospectus, similar to the red herring but without the red ink and with the missing numbers, is issued. A prospectus is an abbreviated form of the registration statement, distributed to purchasers, on and after the effective date of  the registration. It is not the same as the registration statement. A typical registration statement consists of papers that stand more than a foot high; rarely does a prospectus go beyond 40 or 50 pages. All purchasers will receive a final prospectus and then it becomes permissible for the underwriter to provide sales literature.

In addition to the requirement that a prospectus must be delivered to a purchaser of new issues no later than with confirmation of the trade, there are two other requirements that healthcare executives investors should know.

90-day: When an issuer has an initial public offering (IPO), there is generally a lack of publicly available material relating to the operations of that issuer.  Because of this, the SEC requires that all members of the underwriting group make available a prospectus on an IPO for a period of 90 days after the effective date.

4O-day: Once an issuer has gone public, there are a number of routine filings that must be made with the SEC so there is publicly available information regarding the financial condition of that issuer. Since additional information is now available, the SEC requires that, on all issues other than IPOs, any member of the underwriting group must make available a prospectus for a period of 40 days after the effective date.

In the event that the investment bankers misgauged the marketplace, and the issue moves quite slowly, it is possible that information contained in the prospectus would be rendered obsolete by the SEC. Specifically, the SEC requires that any prospectus used more than 9 months after the effective date, may not have any financial information more than 16 months old. It can however, be amended or stickered, with updated information, as needed.

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  Risk Management, Liability Insurance, and Asset Protection Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™8Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™

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Syndication Among Underwriters

Because the investment banking firm may be underwriting (distributing) a rather large dollar amount of securities, to spread its risk exposure, it may form a group made up of other investment bankers or underwriters, known as a syndicate. The syndicate is headed by a syndicate manager, or lead underwriter, and it is his job to decide whether to participate in the offering. If so, the managing underwriter will sign a non-binding agreement called a letter of intent. .

If all has gone well and the market place is sufficiently interested in the security, and the SEC has been satisfied with respect to the registration statement, it is time for all parties to the offering to formalize their relationships with a contract including the basic understandings reflected in the letter of intent. Three principal underwriting contracts are involved in the usual public offering, each serving a distinct purpose. These are the: Agreement among Underwriters, Underwriting Agreement, and the Dealer Agreement.

In the Agreement Among Underwriters (AAU), the underwriters committing to a portion of the issue, enter into an agreement establishing the nature and terms of their relationship with each other. It designates the syndicate manager to act on their behalf, particularly to enter into an Underwriting Agreement with the issuer, and to conduct the offering on behalf of each  of them. The AAU will designate the managing underwriter’s compensation (management fee) for managing the offering.

The authority to manage the offering includes the authority to: agree with the issuer as to the public offering price; decide when to commence the offering; modify the offering price and selling commission; control all advertising; and, control the timing and effectiveness of the registration statement by quickly responding to deficiency letters. Each underwriter agrees to purchase a portion of the underwritten securities, which is known as each under-writer’s allotment (allocation).  It is normally signed severally, but not jointly, meaning each underwriter is obligated to sell his allocation but bears no financial obligation for any unsold allotment of another underwriter. This is referred to as a divided account or a Western account. Much less frequently, an undivided or Eastern account, will be used. Each underwriter is responsible for unsold allotments of others, based upon a  proportionate share of the offering.

The above comments referred to firm commitment underwriting. Another type of underwriting commitment  however, is known as best efforts underwriting. Under the terms of  best efforts underwriting, the underwriters make no commitment to buy or sell the issue, they simply do the best they can, acting as an agent for the issuer, and having no liability to the issuer if none of the securities are sold. There is no syndicate formed with a best efforts underwriting. The investment bankers form a selling group, with each member doing his best to sell his allotment. Two variations of a best efforts underwriting are: the all-or-none, and the mini-max (part-or-none) underwriting. Under the provisions of an all-or-none offering, unless all of the shares can be distributed within a specified period of time, the offering will terminate and no subscriptions or orders will be accepted or filled. Under mini-max, unless a set minimum amount is sold, the offering will be terminated.

SEC Rule 15c2-4 requires the underwriter to set up an escrow account for any money received before the closing date, in the event that it is necessary to return the money to prospective purchasers. If the “minimum”, or the “all” contingencies are met, the monies in escrow go to the issuer with the underwriters retaining their appropriate compensation. In order to make sure that investors are properly protected, the escrow account must be maintained at a bank for the benefit of the investors until every appropriate event or contingency has occurred. Then, the funds are properly returned to the investors. If the money is to be placed into an interest bearing account, it must have a maturity date no later than the closing date of the offering, or the account must be redeemable at face with no prepayment penalty as regards principal.

Underwriter Compensation Hierarchy

As we have seen, in a firm commitment the underwriter buys the entire issue from the issuer and then attempts to resell it to the public. The price at which the syndicate offers the securities to the public is known as the public offering price. It is the price printed on the front page of the prospectus.

However, the managing underwriter pays the issuer a lower price than this for the securities. The difference between that lower price and the public offering price is known as the spread or underwriting discount. Everyone involved in the sale of a new issue is compensated by receiving part of the spread. The amount of the spread is the subject of negotiations between the issuer and the managing underwriter, but usually is within a range established by similar transactions between comparable issuers and underwriters. The spread is also subject to NASD [now FINRA] review and approval before sales may commence. The spread is broken down by the underwriters so that a portion of it is paid to the managing underwriter for finding and packaging the issue and managing the offering (usually called the manager’s fee); and a portion is retained by each underwriter (called the underwriting or syndicate allowance) to compensate the syndicate members for their expenses, use of money, and assuming the risk of the underwriting. The remaining portion is allocated to the selling group and is called selling concession. It is often useful to remember the compensation hierarchy pecking order in the following way:

  • Spread (syndicate manager).
  • Underwriters allowance (syndicate members)
  • Selling concession (selling group members)
  • Re-allowance (any other firm)

While the above deal with corporate equity, the only other significant item with respect to corporate debt is the Trust Indenture Act of 1939. This Federal law applies to public issues of debt securities in excess of $5,000,000. The thrust of this act is to require an indenture with an independent trustee (usually a bank or trust company) who will report to the holders of the debt securities on a regular basis.

Successful marketing of a new issue is a marriage between somewhat alien factors: compliance and numerous Federal, state, and self-regulatory rules and statutes; along with finely honed and profit-motivated sales techniques. It’s not too hard to see that there could be a real, or apparent, conflict of interest here. Most successful investment bankers have built their excellent reputations upon their ability to properly balance these two objectives consistently, year after year.

PART ONE:

Understanding investment banking rules, securities markets, brokerage accounts, margin and debt

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INVESTMENT BANKING UPDATE: Rules, securities markets, brokerage accounts, margin and debt review

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A Primer for Investors and Entrepreneurial Medical Professionals

Dr. David Edward Marcinko; MBA, CMP™

SPONSOR: http://www.CertifiedMedicalPlanner.org

Investment banking is so back. All of the biggest banks have reported their first-quarter 2024 results, and their earnings have been as good as, if not better than, expected. Higher interest rates ate into the spoils—Bank of America reported yesterday that its profit dropped 18% compared to the same period last year—but investment banking arms did well, especially since many banks increased their fees, and deal making and IPOs started to pick up again. But despite perking up, investment banking activity is still below where it used to be. Strong consumer spending also helped banks out, with credit card income rising and people and businesses continuing to need loans.

[PART 1 OF 8]

BC Dr. Marcinko

NOTE: This is an eight part ME-P series based on a weekend lecture I gave more than a decade ago to an interested group of graduate, business and medical school students. The material is a bit dated and some facts and specifics may have changed since then. But, the overall thought-leadership information of the essay remains interesting and informative. We trust you will enjoy it.

Introduction

The history, function and processes of the investment banking industry, and the rules and regulations of the securities industry and their respective markets, as well as the use of  brokerage accounts, margin and debt, will be briefly reviewed in this ME-P series.

An understanding of these concepts is required of all doctors and medical professionals as they pursue a personal investment strategy.

INVESTMENT BANKING AND SECURITIES UNDERWRITING

New economy corporate events of the past several years have provided many financial signs and symptoms that indicate a creeping securitization of the for-profit healthcare industrial complex. Similarly, fixed income medical investors should understand how Federal and State regulations impact upon personal and public debt needs. For, without investment banking firms, it would be almost impossible for private industry, medical corporations and government to raise needed capital.

Introduction

When a corporation such as a physician practice management company (PPMC), or similar entity needs, to raise capital for growth or expansion, there are two methods. Raising debt or equity. If equity is used, the corporation can market securities directly to the public by contacting its current stockholders and asking them to purchase the new securities in a  rights offering, by advertising or by hiring salespeople. Although this last example is somewhat exaggerated, it illustrates that there is a cost to selling new securities, which may be considerable if the firm itself undertakes the task.

For this reason, most corporations employ help in marketing new securities by using the services of investment bankers who sell new securities to the general public.  Although the investment banking is an exciting and vital industry, many SEC rules regulating it are not. Nevertheless, it is important for all physician executives to understand basic concepts of the industry if raising public money is ever a possibility or anticipated goal. It is also important for individual healthcare investors  to understand something about securities underwriting to reduce the likelihood of fraudulent investment schemes or ill-conceived transactions which ultimately result in monetary loss.

Fundamentals of the Investment Banking Industry

Investment bankers are not really bankers at all. The fact that the word banker appears in the name is partially responsible for the  false impressions that exist in the medical community regarding the functions they perform.

For example, they are not permitted to accept deposit, provide checking accounts, or perform other activities normally construed to be commercial banking activities. An investment bank is simply a firm that specializes in helping other corporations obtain the money they need under the most advantageous terms possible.

When it comes to the actual process of having securities issued, the corporation approaches an investment banking firm, either directly, or through a competitive selection process and asks it to act as adviser and distributor.  Investment bankers, or under writers, as they are sometimes called, are middlemen in the capital markets for corporate securities.

The medical corporation requiring the funds discuss the amount, type of security to be issued, price and other features of the security, as well as the cost to issuing the securities. All of these factors are negotiated in a process known as known as negotiated underwriting. If mutually acceptable terms are reached, the investment banking firm will be the middle man through which the securities are sold to the general public. Since such firms have many customers, they are able to sell new securities, without the costly search that individual corporations may require to sell its own security. Thus, although the firm in need of  additional capital must pay for the service, it is usually able to raise the additional capital at less expense through the use of an investment banker, than by selling the securities itself.

The agreement between the investment banker and the corporation may be one of two types. The investment bank may agree to purchase, or underwrite, the entire issue of securities and to re-offer them to the general public. This is  known as a firm commitment.

When an investment banker agrees to underwrite such a sale,  it  agrees to supply the corporation with a specified amount of money. The firm buys the securities with the intention to resell them. If it fails to sell the securities, the investment banker must still pay the agreed upon sum. Thus, the risk of selling rests with the underwriter and not with the company issuing the securities.

The alternative agreement is a best efforts agreement in which the investment banker makes his best effort to sell the securities acting on behalf of the issuer, but does not guarantee a specified amount of money will be raised.

When a corporation raises new capital through a public offering of stock, on might inquire from where does the stock come? The only source the corporation has is authorized, but previously un-issued stock. Anytime authorized, but previously un-issued stock (new stock) is issued to the public, it is known as a primary offering. If it’s the very first time the corporation is making the offering, it’s also known as the Initial Public Offering (IPO). Anytime there is a primary offering of stock, the issuing corporation is raising additional equity capital.

A secondary offering, or distribution, on the other hand, is defied as an offering of a large block of outstanding stock. Most frequently, a secondary offering is the sale of a large block of stock owned by one or more stockholders. It is stock that has previously been issued and is now being re-sold by investors. Another case would be when a corporation re-sells its treasury stock.

Prior to any further discussions of investment banking, there are several industry terms that’s should  be defined.

For example, an agent buys or sells securities for the account and risk of another party, and charges a commission. In the securities business, the terms broker and agent are used synonymously. This is not true of the insurance industry.

On the other hand, a principal is one who acts as a dealer rather than an agent or broker. A dealer buys and sells for his own account Finally, the dealer makes money by buying at one price and selling at a higher price. Thus, it is easy to understand how an investment banking firm earns money handling a best efforts offering; they make a commission on every share they sell.

  Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™

The Securities Act of 1933 (Act of Full Disclosure)

When a corporation makes a public offering of its stock, it is bound by the provisions of the Securities Act of 1933, which is also known as the Act of Full Disclosure. The primary requirement of  the Act is that the corporation must file a registration statement (full disclosure) with the Securities and Exchange Commission (SEC); containing some of the following items:

  • Description of the business entity raising the money.
  • Biographical data regarding officers and directors of the issuer.
  • Listing of share holdings of officers, directors, and holders of more than 10% of the issuer’s securities (insiders).
  • Financial statements including a breakdown of existing capitalization (existing debt and equity structure).
  • Intended use of offering proceeds.
  • Legal proceedings involving the issuer, such as suits, antitrust actions or strikes.

Acting in its capacity as an adviser to the corporation, the investment banking firm files out the registration statement with the SEC. It then takes the SEC a period of time to review the information in the registration statement. This is the “cooling off period” and the issue is said to be “in registration” during this time. When the Act written in 1933, Congress thought that 20 days would be enough time from the filing date, until the effective date the sale of  securities is permitted.

In reality, it frequently takes much longer than 20 days for the SEC to complete its review. But, regardless of how long it lasts, it’s known as the cooling off period. At the end of the cooling off period, the SEC will either accept the issue or they will send a letter back to the issuer, and the underwriter, explaining that there is incomplete information in the registration statement. This letter is known as a deficiency letter. It will postpone the effectiveness of the registration statement until the deficiency is remedied. Even if initially, or eventually approved, an effective registration does not mean that the SEC has approved the issue.

For example, the following well known disclaimer statement written in bold red ink, is required to be placed in capital letters on the front cover page of every prospectus:

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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During the cooling off period, the investment bank tries to create interest in the market place for the issue. In order to do that, it distributes a preliminary prospectus, more commonly known as a “red herring”. It is known as a red herring because of the red lettering on the front page.  The statement on the very top with the date is printed in red as well as the statements on the left hand margin of the preliminary prospectus.

The cost of printing the red herring is borne by the investment bank, since they are  trying to market it.. The red herring includes information from the registration statement that will be most helpful for potential medical investors trying to make a decision. It describes the company and the securities to be issued; includes the firm’s financial statements; its current activities; the regulatory bodies to which it is subject; the nature of its competition; the management of the corporation, and what the expected proceeds will be used for. Two very important items  missing from the red herring are the public offering price and the effective date of the issue, as neither are known for certain at this point in time.

The public offering price is generally determined on the date that the securities become effective for sale (effective date). Waiting until the last minute enables the investment bankers to price the new issue in line with current market conditions. Since the investment banker uses the red herring to try to create interest in the market place, stock brokers [aka: Registered Representatives (RRs) with a Series # 7 general securities license –  After a 2 hour multiple-choice computerize test, I held this license for a decade ) will send copies of the red herring to their clients for whom they feel the issue is a suitable investment. The SEC is very strict on what can be said about an issue, in registration.

In fact, during the pre-filing period (the time when the negotiations are going on between the issuer\and underwriter), absolutely nothing can be said about it to anyone.  For example, if the regulators find out that your stock broker discussed with you  the fact that his firm was negotiating with an issuer for a possible public offering, he could be fined, or jailed.

During the cooling off period (the time when the red herring is being distributed), nothing may be sent to you; not a research report, nor a recommendation from another firm, or even the sales literature. The only thing you are permitted to receive is the red herring. The red herring is used to acquaint prospects with essential information about the offering. If you are interested in purchasing the security, then you will receive an “indication of interest”, but you can still not make a purchase or send money.

No sales may be made until the effective date; all that can be used to generate interest is the red herring.

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On New Issues and Securities Stabilization

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A Primer for Physician Investors and Medical Professionals

By: Dr. David Edward Marcinko; MBA, CMP™

[Editor-in-Chief] http://www.CertifiedMedicalPlanner.org

[PART 3 OF 8]

NEU Dr. Marcinko

NOTE: This is an eight part ME-P series based on a weekend lecture I gave more than a decade ago to an interested group of graduate, business and medical school students. The material is a bit dated and some facts and specifics may have changed since then. But, the overall thought-leadership information of the essay remains interesting and informative. We trust you will enjoy it.

Introduction

Some securities issues move very well, like traditional blue chips stocks (ie., Wallgreen). Some are dogs, like smaller dot.com companies (iixl.com). Then, there are issues that are former darling, but are now ice cold; like PPMCs (i.e., Phycor) and internet stocks (i.e., Dr. Koop).  How far can an underwriting manager go in nudging along an issue that’s not selling well? SEC rules do permit a certain amount of help by the manager, even if this takes on the appearance of price-fixing. This help is called stabilizing the issue.

Simply put, if shortly after a new offering begins, supply exceeds demand, there will be downward pressure on the price. But, the law requires that all purchasers of the new issue pay the official offering price on the prospectus. If public holders of the stock become willing to bail out and accept a low selling price, the investor looking to buy will find he is able to buy stock of the issuer cheaper in the open market than buying it new from the syndicate members.

To prevent such a decline in the price of a security during a public offering, SEC rules permit the manager to offer to buy shares in \ the open market at a bid price at, or just below, the official offering price of the new issue. This is referred to as stabilizing and his bid price is called the stabilizing bid. There is always the risk, in a firm commitment underwriting, that the underwriters will have difficulty selling the new issue. What they can’t sell, they’re “stuck” with. That’s where the term “sticky issue” comes from.

As a physician executive, or potential investor in a new issue, be aware that the best way to get an issue to sell is to increase the compensation to the sales force (i.e., stock broker or Registered Rep).

Another choice is through stabilization. Stabilizing is a permitted form of market manipulation which tends to protect underwriters against loss. It allows the underwriting syndicate (usually through the efforts of the syndicate manager) to stabilize (peg or fix) the secondary market trading price in a new issue at the published public offering price. It works something like this.

When a new issue is selling slowly, some of the investors who initially purchased, may be dissatisfied with the performance of the stock (if it is selling slowly and the underwriters have plenty to sell at the public offering price, this is anything but a hot issue and the security price will not have risen).

This dissatisfaction with performance leads to these investors desiring to sell the securities they have just purchased. If the underwriters are unable to sell at the public offering price, certainly an individual investor will have to take less when bailing out. As market makers begin to trade the stock in the secondary market, they would only be able to compete with the underwriters by offering the stock at a lower price than the public offering  price. This would make it difficult (if not impossible) for the underwriters to distribute the remaining new shares.

In order to prevent this from happening, the managing underwriter (who is usually the one to assume the role of stabilizing underwriter), agrees to purchase back any of the new shares at or just slightly below the public offering price. That is a higher price than any market maker could, in all practicality, bid for the shares. When the shares are repurchased by the stabilizing underwriter, it is as if the initial trade were annulled and never took place so that these new shares are now placed back into the distribution and are sold as new shares at the public offering price. SEC rules do, however, require disclosure of this practice.

Therefore, no syndicate manager may engage in stabilizing unless the following phrase appears in bold print on the inside front cover page of the prospectus:

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF (XYZ COMPANY) AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON (NYSE) STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

Of course, it would be manipulation and, therefore, a violation of law, if this “price-pegging” activity continued after the entire new issue was sold out. This activity costs the syndicate manager money which is recouped by levying a syndicate penalty bid against those members of the syndicate whose clients turn shares in on a stabilizing bid.

One way to avoid stabilization is to over allot  to each of the syndicate members. This is the same concept as “over booking” that’s done by the airlines. Most airlines typically sell 5% to 10% more seats than the airplane has knowing that there will be last minute cancellations and no shows. This tends to ensure that the plan will fly full. In the same manner, managing under-writers frequently over allot an additional 10% to each of their syndicate members so that last minute cancellations should still leave the syndicate with sell orders for 100% of the issue. If there are no “drop outs”, one of two things may happen.

  1. The issuer will issue the additional shares (which results in it raising more money).
  2. The issuer will not issue the additional shares and the syndicate will have to go short. Any losses suffered by the syndicate through taking of this short position are shared proportionately by the syndicate members.

Now, what if market conditions and the fervor surrounding a new issue like e-commerce company Ariba,  in 1999, remain so that the issue doesn’t cool down during the cooling off period? Such hot issues are a mixed blessing to be sure.

On the one hand, the issue is a sure sell-out. On the other hand, just how many healthcare investors are going to be told by brokers that additional shares can not be obtained.

Furthermore, the SEC and the NASD/FINRA are vigorous [or should be] in their scrutiny of  proper distribution channels for hot issues. Just what is a “proper” distribution?  It can be summed up in one sentence. Member firms have an obligation to make a “bona fide” public distribution of all the shares at the public offering price. The key to this rule lies within the definition of bona fide public distribution.

While the underwriting procedures for corporate bonds are almost identical to corporate stock, there are significant differences in the underwriting of municipal securities. Municipal securities are exempt from the registration filing requirements or the Securities Act of 1933. A state or local government, in the issuance of municipal securities, is not required to register the offering with the SEC, so there is no filing of a registration statement and there is no prospectus which would otherwise have to be given to investors.

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  Risk Management, Liability Insurance, and Asset Protection Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™8Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™

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Municipal Underwriting

There are two main methods of financing when it comes to municipal securities. One method is known as negotiated. In the case of a negotiated sale, the municipality looking to borrow money would approach an investment bank and negotiate the terms of the offering directly with the firm. This is really not very different from the above equity discussions.

The other type of municipal underwriting is known as competitive bidding. Under the terms of competitive bidding, an issuer announces that it wishes to borrow money and is looking for syndicates to submit competitive bids. The issue will then be sold to the syndicate which submits the best bid, resulting in the municipality having the lowest net interest cost (lowest expense to the issuer).

If the issue is to be done by a competitive bid, the municipality will use a Notice of Sale to announce that fact. The notice of sale will generally include most or all of the following information.

  • Date, time, and place. This does not mean when the bonds will be sold to the public, but when the issue will be awarded (sold) to the syndicate issuing the bid.
  • Description of the issue and the manner in which the bid is to be made (sealed bid or oral). Type of bond (general obligation, revenue, etc.)
  • Semi-annual interest payment dates and the denominations in which the bonds will be printed.
  • Amount of good faith deposit required, if any.
  • Name of the law firm providing the legal opinion and where to acquire a bid form.
  • The basis upon which the bid will  e awarded, generally the lowest net interest cost.

Since municipal securities are not registered with the SEC, the municipality must hire a law firm in order to make sure that they are issuing the securities in compliance with all state, local and federal laws. This is known as the bond attorney, or independent bond counsel. Some functions are included below:

    1. Establishes the exemption from federal income tax by verifying  requirements for the exemption.
    2. Determines proper authority for the bond issuance.
    3. Identifies and monitors proper issuance procedures.
    4. Examines the physical bond  ertificates to make sure that they are proper
    5. Issues the debt and a legal opinion, since municipal bonds are the only securities that require an opinion.
    6. Does not prepare the official statement.

When medical investors purchase new issue municipal securities from syndicate or selling group members, there is no prospectus to be delivered to investors, but there is a document which is provided to purchasers very similar in nature to a prospectus. It is known as an Official Statement. The Official Statement contains all of the information an investor needs to make a prudent decision regarding a proposed municipal bond purchase.

The formation of a municipal underwriting syndicate is very similar to that for a corporate  issue. When there is a negotiated underwriting, an Agreement Among Underwriters (AAU) is used. When the issue is competitive bid, the agreement is known as a Syndicate Letter. In the syndicate letter, the managing underwriter details all of the underwriting agreements among members of the syndicate. Eastern (undivided) and Western (divided) accounts are also used, but there are  several different types of orders in a municipal underwriting. The traditional types of orders, in priority order, are:

Pre-Sale Order: Made before the syndicate actually offers the bonds. They have first priority over any other order turned in.

Syndicate (group net) Order: Made once the offering is under way at the public offering price. The purchase is credited to each syndicate member in proportion to its allotment. An institutional buyer will frequently purchase” group net”, since many of the firms in the syndicate may consider this buyer to be their client and he wishes to please all of them.

Designated Order: Sales to medical investors (usually healthcare institutions) at the public offering price where the investor designates which member or members of the syndicate are to be given credit.

Member Orders: Purchased  by members of  the syndicate at the take-down price (spread). The syndicate member keeps the full take-down if the bonds are sold to investors, or earns the take-down less the concession if the sale is made to a member of the selling group. Should the offering be over-subscribed, and the demand for the new bonds exceeds the supply, the first orders to be filled are the pre-sale orders. Those are followed by the syndicate (sometimes called group net) orders, the designated orders, and the last orders filled are the member’s.

Finally, be aware that the term bond scale, is a listing of coupon rates, maturity dates, and yield or price at which the syndicate is re-offering the bonds to the public. The scale is usually found in the center of a tombstone ad and on the front cover of the official statement.

One of the reasons why the word “scale” is used is, that like the scale on a piano, it normally goes up. A regular or positive scale is one in which the yield to maturity is lowest on the near term maturities and highest on the long term maturities. This is also known as a positive yield curve, since the longer the maturity, the higher the yield. In times of very tight money, such as in 1980-81, one might find a bond offering with a negative scale.

A negative (sometimes called inverted) scale is just the opposite of a positive one, with, yields on the short term maturities are higher than those on the long term maturities.

Your thoughts and comments on this ME-P are appreciated. Feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, subscribe to the ME-P. It is fast, free and secure.

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Understanding NYSE / NASD Minimum Credit Requirements

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A Primer for Physician Investors and Medical Professionals

By: Dr. David Edward Marcinko; MBA, CMP™

[Editor-in-Chief]

[PART 8 OF 8]

NOTE: This is an eight part ME-P series based on a weekend lecture I gave more than a decade ago to an interested group of graduate, business and medical school students. The material is a bit dated and some facts and specifics may have changed since then. But, the overall thought-leadership information of the essay remains interesting and informative. We trust you will enjoy it.

Introduction

We have seen that there are rules which stipulate that no brokerage firm may arrange for any credit to any client whose margin account does not have an equity of at least $2,000. The principal application of this rule is to initial transactions in newly opened margin accounts, however, it does apply at all times. 

Example: A doctor buys 100 shares, at $15, in a new margin account. His margin call is $1,500.

Rationale: $2,000 would be too much to require as it exceeds the total purchase price. However, a loan to the doctor isn’t allowed to be extended until, and unless, the account has equity of $2,000. The trade is simply paid in full -100% of the purchase price is the margin call. 

Example: A doctor buys 200 shares, at $15, in a new margin account (assume Regulation T = 60%).

His margin call is $2,000 

Rational: Regulation T 60% would be $1,800 (60% x $3,000). Since this would be $200 shy of the minimum equity level of $2,000, the call is the $2,000 minimum equity. 

Example: A doctor buys 300 shares, at $15, in a new margin account. (assume Regulation T = 60%) His margin call is $2, 700. 

Rationale: The account will have equity of $2, 700 (60% x $4,500), which is more than the $2,000 minimum. Therefore, the Regulation T initial requirement prevails.

The important points to remember about minimum credit requirements are:

1. You are not called upon to pay more than the purchase price.

2. You cannot be granted a loan until the account has an equity of at least $2,000.

3. If a decline in the market value of an existing account puts the equity below $2,000, there is no requirement to bring the equity back up to $2,000.

4. You may not withdraw money or securities from the account, if in doing so, you either:

  1. bring the equity below $ 2,000, or
  2. bring the equity below the maintenance level

These are the only times SMA may not be withdrawn from an account

The Short Sale

Selling short is engaged in by medical professionals who anticipate a market decline. By selling borrowed property (shares of stock) at the current market value, the doctor expects to return the borrowed property (shares of the same issuer bought in the marketplace) to the lender, normally the investor’s brokerage firm, when the market price is lower, thus profiting from the drop in price.

Essentially this is the buy low, and sell high philosophy. However, when executing a short sale one is selling high initially, then buying low later to “cover”, or close out the deal by buying low and selling high in the reverse order .

Bear in mind that the short seller is borrowing property, not money. However, due to the high degree of risk inherent in short selling, it is permitted only in a margin account. A Regulation T call is required as a show of good faith, a way the client demonstrates the financial wherewithal to buy back the property. Let’s look at a short sale transaction and the subsequent effects of market fluctuations on equity, as we did previously with buying on margin (long margin).

Credit Balance and Equity

A doctor shorts (sells short) 100 shares at $100 per share with Regulation T at 60%. The margin account would be credited with the proceeds of the sale, though the doctor has no access to these monies at this point in the deal. The account should also be credited with the doctor’s required Regulation T margin call. Therefore, the credit balance in a doctor’s margin account is the sum of the  proceeds of the short sale, plus the Regulation T margin call. This number will not change, regardless of future market fluctuations. The credit balance in a short margin account is a constant.

What does change with market fluctuations?

  1. the cost of buying back the borrowed property to cover the short sale.
  2. the equity in the account.

Equity in a short margin account is computed as follows:

Credit of  $ 16,000 – CMV  $10,000 equals $ 6,000 equity.

Now, let’s evaluate the effect of appreciation in the market price

If the stock rises to $120 per share, then the credit of $16,000 – CMV $ 2, 000, equals $ 4,000 equity.

Remember, the credit balance does not change when CMV fluctuates. The equity in this account is no longer Regulation T.

Let’s determine the amount by which the account is restricted (remember, any margin account with equity below Regulation T is restricted). Or, 60% X $12,000 = $ 7,200 – $ 4,000 = $ 3,200

Also, it should be clear, the equity percentage of this account is less than 60%, by the formula:

Equity / CMV = $ 4,000/$ 12,000 = 33.33%

This is the basic principle of the short sale; as the market price of the shorted stock increases, the equity decreases. The reverse is also true; as the price declines, the equity rises. Remember, short sellers are anticipating a market decline. Also, when buying long, or selling short, any change in market value causes a dollar for dollar change in equity.

Minimum Maintenance Requirements (Short) 

If the market continues to appreciate to $160 per share, the equity drops to zero.

Suppose that the market price rose to its theoretical maximum, or infinity? The doctor’s loss would be infinite. Remember, the maximum potential loss on a short sale is unlimited!

To protect against such an occurrence, industry Self Regulatory Organizations (SROs) developed regarding the minimum equity that must be maintained in a margin account. The minimum maintenance in a short account is equity of 30% of CMV. Note that this is higher than the 25 % figure for long margin accounts due to the nature of extreme risk of loss in the short sale.

Given that the CMV has risen to $160 per share ($16,000 total CMV), the minimum equity required to be maintained under SRO rules is 30% x CMV or  $4,800 equity. The doctor would receive a $4,800 maintenance call to bring his equity from -0- to the $4,800 minimum.

Remember, as in (cash) long accounts, there is no requirement to bring a margin account up to Regulation T equity. The maintenance equity is the percentage up to which the account must be brought when and if equity drops below the 25% or 30% levels.

Excess Equity (SMA) and Buying Power

We have seen what market appreciation does to a short seller. Let’s evaluate the effects of market depreciation in value. If the declines to $85, per share, then $ 16,000 credit – CMV $ 8,500 = $ 7,500 equity. Again, market fluctuations don’t affect credit balance. The equity in the account is now higher than Regulation T, and SMA (excess equity) has just been created.

And, as before, excess equity (SMA) can be used to buy more securities. Couldn’t it also be used as the Regulation T down payment on another sale? Yes, this is another use of SMA that is called shorting power or “selling power”. The formula for buying power as well as shorting power is exactly the same: Remember, it’s SMA / RT to use buying power.

In this case, $2,400 / 60% = $4,000 of buying (shorting) power after the decline to $85, the doctor could buy long or sell short another $4,000 worth of stock and use his SMA to meet his 60% ($2,400) Regulation T Margin call. Recall, the margin call for a short sale is the same as for a long purchase.

Cheap Stock Rule

The SROs created a set of special maintenance rules in short margin accounts to protect against unreasonable risk in low-priced issues. These rules are appropriately labeled the “cheap stock” rules.

At all times, a doctor must maintain equity in a short margin account of the greater of the following:

  1. 30% of the CMV (SRO Minimum Maintenance Requirement)
  2. $2,000 (SRO Minimum Credit Requirement)

3.   Equity as required under the rules  below

The cheap stock rules are as follows:

Stock Price                                     Minimum Maintained Equity

0 – $2.50 per share             $ 2.50 per share

$2.50 – $5.00 per share      100% of per share price

$5.00 per share and up       $ 5.00 per share

Example: A doctor shorts 1,000 shares of a $1.50 per share stock. How much must he deposit initially and how much must be maintained in the account?

First, since Regulation T won’t come into play until equity hits $2,000, the SRO minimum credit requirement of $2,000 should come into play. However, since this is a cheap stock, we determine if the requirements of those special rules require more than $2,000. They do, and require a minimum be maintained in this short margin account of at least $2.50 per share sold short (1,000 shares at $2.50 each = $2,500 minimum that needs to be in this account at all times to comply with SRO rules).

Furthermore, if the market begins to rise, the cheap stock rules would require that at all times the amount of money in the account be at least 100% of the price per share until the stock hits $5. For example, if the stock rose to $4 per share, the doctor would have to have $4,000 in the account to carry the position (1,000 shares times 100% of CMV, $4 per share in this case).

Day Trading and the Internet

Internet day trading has become something of an, investment bubble of late, suggesting that something lighter than air can pop and disappear in an instant. This has occurred despite the fact that most lay and healthcare professionals who engage in such activities, do not appreciated even the basic rules of margin and debt, as reviewed review. History is filled with examples: from the tulip mania of 1630 Holland and the British South Sea Bubble of the 1700’s; to the Florida land boom of the roaring twenties and the Great Crash of 1929; and to $ 875 an ounce gold in the eighties and to the collapse of Japans stock and real estate market in  early 1990’s. To this list, one might now add day Internet trading

The cost of compulsive gambling, arising from internet day trading activities, may be high for the physician, his family and society at large. Compulsive gamblers, in the desperation phase of their gambling, exhibit high suicide ideation, as in the case of Mark O Barton’s the murderous day-trader in Atlanta. His idea actually became a final act of desperation. Less dramatically is a marked increase in subtle illegal activity. These acts include fraud, embezzlement, CPT up-coding, medical over utilization, excessive full risk HMO contracting, and other “alleged white collar crimes.”  Higher healthcare and social costs in police, judiciary (civil and criminal) and corrections result because of compulsive gambling. The impact on family members is devastating. Compulsive gamblers cause havoc and pain to all family members. The spouses and other family members also go through progressive deterioration in their lives. In this desperation phase, dysfunctional families are left with a legacy of anger, resentment, isolation and in many instances, outright hate.

Recent Updates

Since most people, including medical professions,  initially loose at day trading, they give up and decide not to do it anymore. As there is a minimum amount of money, about $ 25,000-50,000 of trading capital needed to start, this loss is a powerful de-motivator. Still, scared by the Barton incident, the NASD and NYSE have recently proposed new rules for those who engage in questionable day trading activities.  One proposal would provide that a minimum equity of $ 25,000 be maintained at all times, versus the current $ 2,000 for other margin accounts. If the amount of a pattern day trader fell below the new threshold, no further trading would be permitted until the threshold was maintained.

Options Trading

Stock options are contracts that obligate medical investors to either buy or sell a stock at a specific price, by a specific date. For example, a put option is a bet on falling prices. Let’s suppose Dr. Jane Smith holds a put option on XYZ stock, with a $ 50 exercise price, and the stock falls to $ 45. The value of the put rises in the options market because it lets her sell a $ 50 share, which is above the market price. A call option, on the other hand, is a bet on rising prices. Again, Dr. Smith holds a call option on XYZ stock, with an exercise price of $ 50. If the share rises to $ 55, the value of the option increase since she may buy for $ 50, a stock now worth $ 55.

In 1999, Charles Schwab, the biggest on-line brokerage executed more than 30 million option trades. Due to this demand, Schwab launched other complex services, such as the on-line simultaneous buying and selling of options. Also crowding the options field, are new upstart on-line brokerages, such as: Interactive Brokers, Preferred Capital Markets Technology and CyberCorp. They provide powerful software which will allow options in the future to trade as effortlessly and efficiently as stocks.

In  mid-2000 the Reuters Group PLC Instinet Corporation, the electronic network most widely used by institutional investors, opened an Internet brokerage aimed at consumers, including healthcare practitioners. Instinet will let retail clients place orders alongside institutions, and will offer access to charts, news and research. Thus, artificially empowering the individual investor, as well as again tempting the compulsive prone addict.

Acknowledgements

The assistance Mr. James Nash, of the Investment Training Institute, in Tucker, GA is acknowledged in the preparation of this ME-P.

Conclusion

Your thoughts and comments on this ME-P are appreciated. Feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, subscribe to the ME-P. It is fast, free and secure.

Link: http://feeds.feedburner.com/HealthcareFinancialsthePostForcxos

Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Medical Executive-Post – is available for seminar or speaking engagements. Contact: MarcinkoAdvisors@msn.com

OUR OTHER PRINT BOOKS AND RELATED INFORMATION SOURCES:

LEXICONS: http://www.springerpub.com/Search/marcinko
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Web Sites of Interest

http://www.tradehard.com

The ultimate super site for investment bankers and traders. Started by a group of well known stockbrokers, day traders, and money managers. This site offers advice about how to work the market to your advantage.

http://www.internetinvesting.com

This is an investor’s guide to on-line brokers, discount brokers, day trading and after hours investing. The site offers stock quotes, financial news, investment banking strategies, a book list and daily commentary about the market. This is a serious text heavy resource.

References and Readings

  • Atkinson,  W., and Crawford, AJ.:  On-line investing raises questions about suitability. Wall Street Journal, November, 28, 1999.
  • Farrell, C.: Day Trade On-line. John Wiley & Sons, New York, 1999.
  • Friedfertig, M.: Electronic Day Trader’s Secretes. McGraw-Hill, New York, 1999.
  • Gibowicz, Peter: Registered Representative (Study Program ,Volume II). Edward Fleur Financial Education Corporation, New York, 1998.
  • Gibowicz, Peter: Quick Seven. Edward Fleur Financial Education Corporation, New York, 1998.
  • Gibowicz, Peter: Registered Representative (Study Program, Volume I). Edward Fleur Financial Education Corporation, New York, 1998.
  • Kadlec, CW.: Dow 100,000: Fact or Fiction. New York Institute of Finance, New York, 1999
  • Nash, J: Securities Markets. In, Nash, J: (International Training Institute Manual). Atlanta, 1999.
  • Nassar, DS: How to Get Started in Electronic Day Trading. McGraw-Hill, New York,
  • 1999.
  • Schmuckler, E:  The Addictive Personality. In, Marcinko, DE (2001 Financial Planning for Medical Professionals. Harcourt Professional Publishing, New York, 2000. 

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The One-Woman Physician Investors Should Not Trust

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Why We Should “Run” from the SEC’s Mary Schapiro

By Dr. David Edward Marcinko MBA CMP™

[Publisher-in-Chief]

OK, I’ve opined about fiduciary accountability for stock brokers, FAs and FPs – as well as Mary Schapiro [Chairman of the SEC] before – on this ME-P. And usually, in not so glowing terms!

But now, Mary really chaps my ethical and linguistic sensibilities.

Why I’m So P…… Off!

According to Bloomberg, and Advisor One [a financial services industry trade magazine], the chairwoman is considering something called the “business model neutral” rule that retains proprietary financial products, and brokerage sales commissions.

This concept of ‘business neutral’ is the one sought by many in the brokerage and insurance industry in order to redefine the term ‘fiduciary’ as an enhanced form of ‘suitability’ with opt-out provisions.

But, it is not sought by me, and should not be accepted by physicians.

Definitions

Suitability Rule – According to the Free Dictionary:

A stated or implied requirement by a regulatory body that a broker or investment adviser must reasonably believe that a certain investment decision will benefit a client before making a recommendation to him/her. That is, the broker or investment adviser must act in good faith, and may not knowingly recommend bad investments. Different regulators and self-regulating organizations incorporate suitable rules in different places in their bylaws. Two commonly referenced suitability rules are Rule 2310 for the Financial Industry Regulatory Authority and Rule 405 for the NYSE. See also: Due diligence, Prudent-person rule, Twisting.

Fiduciary Rule – According to the Free Dictionary:

A uniform standard for financial advisors that requires them to put retail customer interests ahead of their own financial interests.

This is clearly a higher duty [level of care] than suitability. Insurance agents, stock brokers, BDs and most “financial advisors” hate it.

Link: http://www.advisorone.com/2011/12/09/reaction-to-schapiro-comments-on-fiduciary-rule-ar?ref=hp

“Suitability on Steroids”

Some pundits suggest we think of this new “business model neutral” rule as “suitability on steroids.”

However, as most of us in medicine know, steroids are not a panacea and are typically used as a quick fix for short term gain, only.

Otherwise, the excessive use of anabolic steroids is bad for our physical health. Just like Mary Schapiro is bad for our fiscal health. But, a Certified Medical Planner™ is a fiduciary at all times http://www.CertifiedMedicalPlanner.org

More: Enter the CMPs

Assessment       

And so, your thoughts and comments on this ME-P are appreciated. I was an insurance agent and certified financial planner for almost 15 years [Series 7, 63 and 65] before I resigned all – in disgust over the fiduciary flap.

Doctors are fiduciaries. I am a fiduciary, a doctor, and a financial advisor. Shouldn’t all physician-investors demand same from their own financial advisors [NASD-FINRA, RIAs, RIA-Reps]?

But hey – I’m just a medical provider.

Conclusion

Your thoughts and comments on this ME-P are appreciated. Feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, subscribe to the ME-P. It is fast, free and secure.

Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Medical Executive-Post – is available for seminar or speaking engagements. Contact: MarcinkoAdvisors@msn.com

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Financial Planning MDs 2015

Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants

Front Matter with Foreword by Jason Dyken MD MBA

[BY DOCTORS – FOR DOCTORS – PEER REVIEWED – NICHE FOCUSED]

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What is Variable Life Insurance and How Does it Work?

Insurance Basics for Medical Professionals

By Jeffrey H. Rattiner, CPA, CFP®, MBA

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After determining the need for insurance and the amount to purchase, the doctor-client and financial planner’s next task is to match those needs to the doctor-client’s objectives to determine what type of policy the client should purchase. The life insurance industry features more products today than ever before. One reason for this change is that, clearly, the insurance industry has expanded its product base to become more competitive. Another reason is that clients’ needs are constantly changing and the insurance companies must keep up with those needs or run the risk of having funds withdrawn from their companies. New and different types of life insurance products are here to stay. Since life insurance represents a significant part of a client’s risk-management program, planners have to be versed in the specifics of the varied product base.

Variable Life Insurance

A variable life insurance policy is similar to a whole life policy. It was designed as a solution to the problem of the decline in purchasing power that accompanies inflation. The premium is fixed, and the face amount of the policy varies with the type of investment. For example, the cash value within a variable life policy may increase substantially due to the types of investment selected for that policy. Further, because IRC regulations require that the cash value not exceed a specified percentage of the death benefit, an increase in cash value may also increase the face amount of the policy so that it is in compliance.

Cash Value Not Guaranteed

The cash value of the policy is not guaranteed. The death benefit never goes below the original face amount. In other words, there is a built-in guaranteed death benefit. Variable life policy funds are in a separate account of the company. If the company should go into receivership, insureds who have their policies in a separate account are unaffected by what happens to the general account of the insurance company. When the insured takes out a loan, the equity from the account becomes collateralized. The insurance company then transfers an amount equal to the loan to the general account. The collateralized equity stays in the general account until the loan is paid off.

Advantages of Direction

The ability to direct the account value to the investment of the policyholder’s choice is the key advantage of variable life insurance policies. The sale of one fund and the purchase of another within the contract is not a taxable event. The premium can never be raised, no matter how poor the investment is. The policy must be registered under the Securities Act of 1933 as a security and sold with a prospectus. The agent selling the policy must be licensed under the Securities Exchange Act of 1934 and in most states must pass the National Association of Securities Dealers (NASD-FINRA) series 6 and 63 examination. Because of the uncertain nature of the investments in variable life policies, policyholders sometimes are given a limited option to return to a fixed life type of policy (called the 6E-2 Rule). A disadvantage to variable life policies is the limited number of fund choices available to the policyholder.

Assessment

Variable life insurance is most appropriate for younger individuals, people with moderate-to-high risk tolerance, people who want to control their investment account over the long term, and people who do not necessarily have to rely on their account balance.

Conclusion

And so, your thoughts and comments on this ME-P are appreciated. What kind of life insurance do you have doctor, and is it enough? Feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, subscribe to the ME-P. It is fast, free and secure.

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About the Covestor Mutual Fund Portfolio Sharing Service

Certified Medical Planner

What it is – How it works

By Dr. David Edward Marcinko; MBA, CMP™

[Publisher-in-Chief]

Covestor, with offices in New York and London, is a web platform started by entrepreneurs Perry Blancher, Richard Tachta and Simon Veingard http://www.covestor.com. Their belief was that salaried mutual fund managers have no monopoly on investment talent and shouldn’t have a lock on the rewards that come with investment success. As financial services, and online netizens, they also believed in democratizing the investment management industry and helping proven self-investors compete with the large institutions. This is known as the power of “crowd-sourcing.” All core philosophies seem to be shared by this ME-P.

What it is

According to their website, Covestor is both a portfolio sharing service for proven self-investors and for those wishing to track them; where data is private, secure and anonymous. With Covestor, one can coat-tail successful investors and follow their real trade activity. Or, have their moves auto-traded for you by Covestor Investment Management. Members can also keep track of their investments andBuild a free track record comparable to professional mutual funds. Members earn fees for their hard work, and Manage a model that their clients can mirror thru shared management fees.

Profit Sharing Investors

Covestor investors sharing portfolios include professionals, full time amateurs and industry specialists. They are a serious bunch with an average reported portfolio size of over $200,000 (excluding cash). Positions are typically held in over 5,000 different equities; are based in 50 countries and span the full range of ages, backgrounds and styles.

Issues

As a doctor-investor, health economist and former certified financial planner, there are at least three issues needed to be raised about this firm.

The first is SEC/NASD/FINRA rules and applicable SRO and state regulations for brokers, RIAs, FAs and related others? The status of suitability versus fiduciary accountability for ERISA regulated plans is also questioned. The third [and least important] is the potential negative impact on traditional financial services “professionals.”

In other words, is this another example of how technology will flatten the “intermediary curve” and reduce the profit of middle sales-men and sales-women? Oh! What about medical specificity for our target audience?

www.CertifiedMedicalPlanner.org

Assessment

I am sure there are other issues as well. Your thoughts and comments on this ME-Pare appreciated; especially from financial services “professionals”, lawyers and FAs, etc, Give em’ a click and tell us what you think http://www.covestor.com?

Conclusion

Your thoughts and comments on this ME-P are appreciated. Feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, subscribe to the ME-P. It is fast, free and secure.

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About the New Video-Launch of InvestorGov.com

Do You Trust Mary?

By Dr. David Edward Marcinko; MBA

[Publisher-in-Chief]Dr. David E. Marcinko MBA

Did you know that according to this new website, the mission of the US Securities and Exchange Commission [SEC] is to protect investors, maintain fair, orderly and efficient markets, and facilitate capital formation?

Well, I did, but during the last two years you might surmise that the SEC didn’t.

So – What’s an Inept Government to Do?

Launch a new website, of course, with these tab menus:

1. Invest Wisely

2. Avoid Fraud

3. Plan for Your Future

4. How the SEC Helps

A FINRA Re-Deux

Much information on the site is from the Financial Industry Regulatory Authority [FINRA/NASD]. Of course, SEC Chairwoman Mary Schapiro is the former chief executive of that organization, and we all know how they protected us from Bernie Madoff and his ilk, don’t we.

Assessment

Nevertheless, take a look at this video from Mary Schapiro. She sure looks serious, doesn’t she?

Video Link: http://investor.gov/welcome-message-from-chairman-schapiro/

Conclusion

Click to play :

And so, your thoughts and comments on this Medical Executive-Post are appreciated. What do you think about the new site? Oh, by the way, my answer to the posed question is No! But, feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, be sure to subscribe to the ME-P. It is fast, free and secure.

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A Brief Overview of Annuities for Physicians

[By Gary A. Cook, MSFS, CFP®, CLU, ChFC, RHU, LUTCF, CMP™ (Hon)]

[By Kathy D. Belteau, CFP®, CLU, ChFC, FLMI]

[By Philip E. Taylor, CLU, ChFC, FLMI]fp-book1

 Introduction

Annuities were reportedly first used by Babylonian landowners to set aside income from a specific piece of farmland to reward soldiers or loyal assistants for the rest of their lives.

Today’s annuities substitute cash for farmland; however the concept is the same. In 1770, the first annuities were sold in the United States and were issued by church corporations for the benefit of ministers and their families. Annuities have grown on a tax-deferred basis since enactment of the Federal Income Tax Code in 1913.  They began to gain widespread acceptance in the early 1980s when interest rates credited exceeded 10%.  During the last two decades, annuities have been the fastest growing sector of premiums for life insurance companies.

Nevertheless, are they actually “needed” by contemporary physicians – – or merely “sold” to them? 

An annuity is a legal contract between an insurance company and the owner of the contract. The insurance company makes specific guarantees in consideration of money being deposited with the company.

Annuities are generally classified as fixed or variable – deferred or immediate.  As their names indicate, deferred annuities are designed as saving funds to accumulate for future use.They are growth-oriented products where the tax on the interest earned is deferred until the money is withdrawn.  An immediate annuity is used for systematically withdrawing money without concern for the money lasting until the end.  The insurance company assumes this risk.

Deferred Annuities

The deferred annuity contract, like a permanent life insurance policy, has been found by some to be a convenient method of accumulating wealth.  Funds can be placed in deferred annuities in a lump sum, called Single Premium Deferred Annuities, or periodically over time, called Flexible Premium Deferred Annuities.  Either way, the funds placed in a deferred annuity grow without current taxation (tax-deferred).  .

Fixed Deferred Annuity

Fixed deferred annuities provide a guaranteed minimum return of return (usually around 3 percent per year) and typically credit a higher, competitive rate based on the current economic conditions.

Fixed annuities are usually considered conservative investments as the principal (premium) is guaranteed not to vary in value. Insurance companies are required by state insurance laws to maintain a reserve fund equal to the total value of fixed annuities.  Fixed annuities are also protected by State Guaranty Fund Laws. 

Example: 

Dr. Park, a retired physician, desires a safe financial vehicle for $100,000 of her excess savings.  She doesn’t need the earnings of this investment for current income and also wants to reduce her income tax liability.  She decides to purchase a fixed deferred annuity with her $100,000.  The annuity guarantees a 3 percent annual return and the current rate is 6 percent. 

After the first year, $6,000 of interest is credited to the annuity and Dr. Park has no current income taxes as a result.  If the 6 percent interest rate does not change, after 3 years, the annuity will have $119,102 of value.

Variable Deferred Annuity

Recently, variable deferred annuities have become very popular.  Like fixed annuities, variable deferred annuities offer tax-deferred growth, but this is where the similarities end.  Variable annuities are not guaranteed.  The appreciation or depreciation in value is totally dependent on market conditions.

Variable deferred annuities assets are maintained in separate accounts (similar to mutual funds) that provide different investment opportunities.  Most of the separate accounts have stock market exposure, and therefore, variable annuities do not offer a guaranteed rate of return.

But, the upside potential is typically much greater than that of a fixed annuity. The value of a variable deferred annuity will fluctuate with the values of the investments within the chosen separate accounts.  Although similar to mutual funds, there are some key differences.  These include:

·  A variable annuity provides tax deferral whereas a regular mutual fund does not

·  If a variable annuity loses money because of poor separate account performance, and the owner dies, most annuities guarantee at least a return of principal to the heirs.  This guarantee of principal only applies if the annuity owner dies.  If the annuity value decreases below the amount paid in, and the annuity is surrendered while the owner is alive, the actual cash value is all that is available.

·  When money is eventually withdrawn from a deferred annuity, it is taxable at ordinary income tax rates.  With taxable mutual funds, they can be liquidated and taxed at lower, capital gains rates.

·  There is also a 10 percent penalty if the annuity owner is under 59½ when money is withdrawn.  There is no such charge for withdrawals from a mutual fund.

· The fees charged inside of a variable annuity (called mortality and expense charges) are typically more than the fees charged by a regular mutual fund. 

Assessment

Variable deferred annuities are sensible for physicians who want stock market exposure while minimizing taxes.  Most financial advisors and Certified Medical Planners™ [CMP™] recommend regular mutual funds when the investment time horizon is under 10 years.  But if the time horizon is more than 10 years, variable annuities may occasionally become more attractive because of the additional earnings from tax-deferral. 

Both types of deferred annuities are subject to surrender charges.  Surrender charges are applied if the annuity owner surrenders the policy during the surrender period, which typically run for 5 to 10 years from the purchase date.  The charge usually decreases each year until it reaches zero.  The purpose of the charge is to discourage early surrender of the annuity. 

Equity Index Annuity 

The equity index annuity combines the basic elements of both the variable and the fixed annuity. The credited interest earnings are generally linked to a percent of increase in an index, such as the Standard & Poor’s 500 Composite Stock Price Index (S&P 500). This percentage is called the Participation Rate and may be guaranteed for a specified period of up to 10 years or adjusted annually. Thus, the physician annuity owner is able to participate in a portion of market gains while limiting the risk of loss. 

Typically, the indexed annuity has a fixed principal, with the insurance company and contract owner sharing the investment risk.  If the S&P 500 Index goes up, so do interest earnings.  If it declines, the insurance company guarantees the principal.   

So, the physician contract owner accepts the risk of an unknown interest yield based on the growth or decline of the S&P 500.  Medical professionals and healthcare practitioners should pay particular attention to surrender penalties, asset management fees and any monthly caps on appreciation. 

Immediate Annuities

Immediate annuities provide a guaranteed income stream.  An immediate annuity can be purchased with a single deposit of funds, possibly from savings or a pension distribution, or it can be the end result of the deferred annuity, commonly referred to as annuitization.  Just like deferred annuities, immediate annuities can also be fixed or variable.  

Immediate annuities can be set up to provide periodic payments to the policy owner annually, semiannually, quarterly or monthly.  The annuity payments can be paid over life or for a finite number of years.  They can also be paid over the life of a single individual or over two lives. 

Insurance Agent Commissions

Immediate Fixed Annuity

Immediate fixed annuities typically pay a specified amount of money for as long as the annuitant lives.They may also be arranged to only pay for a specified period of time, i.e., 20 years.  They often contain a guaranteed payout period, such that, if the annuitant lives less than the guaranteed number of years, the heirs will receive the remainder of the guaranteed payments. 

A note of caution here, as the selection of an immediate annuity is an irrevocable decision! 

Example: 

Dr. Jones is 70 years old and retired.  He is only of average wealth, but is concerned that if he lives too long, he could deplete his savings.  He decides to use $100,000 and purchase a lifetime immediate annuity with 20 years certain.  The insurance company promises to pay him $7,000 per year as long as he lives. If Dr. Jones dies four years after purchase, he would only have received $28,000 out of a $100,000 investment.  However, his heirs will receive $7,000 for the next 16 years.  If Dr. Jones survives to the age of 98, he would have received $196,000 (or 28 years of $7,000).

Immediate Variable Annuity

Immediate variable annuities provide income payments to the annuitant that fluctuates with the returns of the separate accounts chosen.  The theory is that since the stock market has historically risen over time, the annuity payments will rise over time and keep pace with inflation.   If this is indeed what happens, it is a good purchase, but it cannot be guaranteed. 

Some companies will, at a minimum, provide a guarantee of a low minimum monthly payment no matter how poorly the separate accounts perform.

Split annuities

A popular method of adding income and yet still accumulating savings is through the use of two separate annuity policies.  Part of the funds is placed in an immediate annuity to provide monthly income.  The balance is placed in a deferred annuity grows to the total value of the premium paid for both annuities.  

The income that is received from the Immediate Annuity includes a portion of the initial premium, as well as the taxable interest earned.   Only the portion of income that is interest is taxable. The ratio between the annuity principal and interest being paid out is called an Exclusion Ratio. 

Example:

Dr. Jeanne Jones has put $100,000 into a 5-year non-tax deferred vehicle at 5%. The earnings to supplement Jeanne’s retirement is $25,000.  With a combined federal and state tax of 33%, the net after tax income would be $16,750. Jeanne takes the same $100,000 using the split annuity concept she would receive $24,444 over the 5 years.  Based on an exclusion ration of 89%, her total taxable amount is $2,797.  This would yield $923 in taxes at the same 33% tax rate.  Jeanne would have $23,521 of spendable income with the split annuity compared to the $16,750.

Qualified Annuities

The term qualified refers to those annuities which permit tax-deductible contributions under one of the Internal Revenue Code (IRC) sections, i.e., § 408 Individual Retirement Accounts (IRA), § 403(b) Tax Sheltered Annuities, § 401(k) Voluntary Profit Savings Plans.  Qualified annuities can also result from a rollover from such a plan.  

Assessment

Currently, there is much lively debate in the industry as to whether an annuity, which is tax-deferred by nature, should be used as a funding vehicle within a tax-qualified plan, i.e., a tax-shelter within a tax-shelter.  Since the investment options within the annuity are also generally available to the plan participant without the additional management expenses of the annuity policy, it is felt this could be a breach of fiduciary responsibility. And, most insurance agents are not fiduciaries. 

Both the National Association of Securities Dealers (NASD) and the Securities and Exchange Commission (SEC) have gone on record as criticizing these sales.  

However, there are numerous examples of deferred annuities that have outperformed similar investment-category mutual funds, even after taking the annuity expenses into account. 

Conclusion

Your thoughts and comments on this ME-P are appreciated. Feel free to review our top-left column, and top-right sidebar materials, links, URLs and related websites, too. Then, subscribe to the ME-P. It is fast, free and secure.

Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Medical Executive-Post – is available for seminar or speaking engagements. Contact: MarcinkoAdvisors@msn.com

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