April 11, 2007
There seems to be a disconnect between what is required by the securities industry and what is acceptable for it regulators. How can this serve the public?
Unresolved issues of the NASD/NYSE Regulation merger:
1. Disclosure issues that would be part of any merger:
a. How was the proposed cost of the merger derived?
1. Was there a fairness opinion? If so, why wasn't it disclosed? If not, why not?
2. What financial modeling was used? By whom? Why not disclosed? If not used, why not?
3. Why didn't the proxy include financials?
4. If it was a "revenue nuetral transaction, why would any money need to be paid?
5. If this is a merger, why is the NASD the only party paying out money and accepting liabiility?
b. $35,000 is to be paid to each NASD member Broker/Dealer:
1. Why should a member firm recieve a payment for the merger to take place?
2.How was the $35,000 amount per firm derived?
3. NASD said that a larger payment would impact its' tax exempt status - what is the evidence?
4. How does the merger of the these two entities under this proposal create savings when:
a) There are no planned personnel layoffs;
b) NASD will assume all existing rent obligations for NYSE Regulation;
c) NASD will pay a markup on all NYSE Regualation services;
d) The consolidation of the regulations will admittadly take several months and considerable resources;
e)There are no announced reductions in overhead, salaries or benefits?
2. The proposed Board of Governors would be made up of members from various sizes and business lines of firms. The propsed rule changes would have member firms voting only for like sized firm representation on the Board of Governors. 11 members of the Board would be appointees and only 7 would be elected.
a. What benefit is there to have the majority of the Board members appointed?
b. Having representation from different segments of the industry is a good thing, but why not allow all members to vote on each Board position?
c. The intereim Board of Governors is to be appointed. Why has there not been a regular election? An elected Board would be just as capable of handling this transaction as an appointed Board.
3. The proxy clearly stated the members did not need to approve this merger for it to occur.
a. Why was this matter brought to the NASD members if it was not to approve the merger?
b. What role did the Securities and Exchange Commission play in the negotiations of this proposed merger?
c. What was the involvement of the United States Congress in this "market changing" transaction?
I am not opposed to reducing regulatory redundancies, however the way this combination is proposed dosen't live up to our industry standards for "just and equitable principals of fair trade."