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Short selling

Short selling is generally understood as the sale of a financial instrument not owned by the seller. The short selling technique is used to obtain advantage from an anticipated fall in purchase price of shares so that the seller makes money if the stock goes down in price. The short selling technique is used to obtain advantage from an anticipated fall in price. An investor borrows a financial instrument (for instance share depositary receipts) at the time of the short sale. If later on the seller can buy these financial instruments against a lower price, the seller will make a profit. If the price increases, the seller will sustain a loss.

Consultation paper

On 9 July 2009 the Committee European Securities Regulators (CESR) published a proposal (CESR Proposal for a Pan-European Short Selling Disclosure Regime) in order to introduce the uniform short selling regime within Europe. CESR decided to present this paper as a consultation. The market regulator asks everybody who is interested to submit his opinion on how short selling should be regulated in Europe before 30 September 2009. This initiative is welcomed by everyone, taking into account the often heard criticism on the decision-making process within the European Union. The starting point is that short selling will be allowed. The ratio of the consultation paper is that short selling will be allowed within Europe so that the diverse/adverse approaches towards short selling within Europe will be avoided. CESR recognized the important role of the short selling within the financial markets. Among others contributes short selling to the efficient price discovery, increases the market liquidity, facilitates hedging and risk management. (Onder andere bevordert short selling het proces van prijsbepaling, verhoogt het de liquiditeit van de markt, en speelt het een belangrijke rol in het kader van hedging en risk management ) There are, however, downsides to short selling too. These will have to be regulated. The dangers arising therefrom mostly concern the transparency of the short selling positions. (Deze gevaren doen zich vooral voor als het gaat om de markttransparantie van short selling-posities.) Therefore, the aim of the consultation paper is to increase transparency within Europe by means of a disclosure system of the short selling positions (disclosure system).

Transparency

According to the CESR, the transparency of the short selling will help deter market abuse and reduce the risk of disorderly markets because of short selling. Such a system will provide the market regulators with early signs of build-up of large short positions. This would enable the regulators to monitor and take action more effectively. The enhanced transparency would be achieved by the disclosure system. The system proposed by CESR acknowledges two disclosure thresholds:

i) every market participant with a net short position which amounts to up to 0.10% of the issued share capital of the company, whose shares are being short sold, needs to disclose this information to the regulator. This information needs to be disclosed as soon as day which follows the day when the position have taken place (t+1), (private disclosure); (zie NL versie, dit is wat ik bedoel. Dit dient uiterlijk te gebeuren op de daaropvolgende werkdag (t+1) nadat deze is ontstaan (private disclosure);

ii) as soon as a market participant has a net short position which amounts to more than 0.50% of the issued shared capital of the company whose shares are being short sold, that market participant needs to make this information public (public disclosure).

The above-mentioned obligations do not apply to the market makers. Market makers are entities which usually, as part of their business, deal as principal in equities, options or derivatives.

A directive or a regulation

According to CESR, a new legal basis for short selling within Europe is necessary. Such a legal basis could be introduced by means of a directive or a regulation. The main difference between these two legislative instruments is that in the event of a directive, the Members States would still have to implement the provisions thereof into their national laws, whereas a regulation would be directly binding within all Member States.

Your opinion

Do you have an opinion regarding this proposal? Are you in favor of a directive or a regulation? Do you have any ideas of your own how to regulate short selling in Europe? Go to http://www.cesr-eu.org/ or contact us.

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Piotr Wawrzyniak

Tel: +31 20 5506 658
E-mail: piotr.wawrzyniak@kvdl.nl

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