Federal and state authorities are investigating whether Wall
Street firms that handle millions of orders annually for retail
clients have lived up to their obligation to provide the best
possible treatment for those investors, according to people
familiar with the matter.
The Justice Department's civil division has sent subpoenas to
several firms including Citadel Securities, the market-making
business of Citadel LLC, and KCG Holdings Inc. in connection with
the probe, these people said.
The New York attorney general's office is also conducting a
broad investigation into practices that may create an unfair
disadvantage for retail investors whose stock orders are handled by
electronic market makers, and has sent a subpoena to Citadel and
other firms, one of the people said.
The federal subpoenas are issued under a civil fraud law, the
Financial Institutions Reform, Recovery and Enforcement Act, or
Firrea, which covers fraud affecting federally insured financial
institutions, the people said.
Authorities are examining practices over several years
surrounding electronic trading firms' payments to brokers to route
retail orders to them, among other issues, people familiar with the
inquiries said.
The nature of the Citadel and KCG investigations was reported
earlier Tuesday by Reuters.
KCG disclosed last August that it was the subject of a Justice
Department investigation, without providing further details.
A Citadel spokeswoman said: "As one of the largest market-makers
and providers of liquidity in the U.S., we regularly receive
inquiries from and work closely with a number of regulators and
others regarding our business and market practices."
"We cooperate fully with such requests, but as a matter of
practice, we don't confirm any particular inquiry," the
spokeswoman, Katie Spring, said.
In 2014, then-Attorney General Eric Holder said the Justice
Department was examining high-speed trading practices to determine
whether they violate insider-trading laws. It is unclear if the
current inquiries are separate from the investigations Mr. Holder
described in 2014.
High-speed trading firms and off-exchange venues known as "dark
pools" have been in the regulatory spotlight since the 2014
publication of Michael Lewis's "Flash Boys," which described how
the U.S. stock market was "rigged" in favor of big banks, exchanges
and high-frequency traders.
In January, the Securities and Exchange Commission and New York
Attorney General Eric Schneiderman reached $154.3 million in
settlements with Credit Suisse Group AG and Barclays PLC over their
dark-pool operations.
The inquiries into historical trading practices at KCG and
Citadel Securities go to the heart of the complex world behind
stock trading. The two companies are the biggest players in what is
called "wholesale market-making," where high-speed intermediaries
handle trades on behalf of big retail brokerages such as Fidelity,
TD Ameritrade and Scottrade.
In practice, when a retail investor uses a market order to buy a
particular stock in his or her account, the broker almost always
routes it to KCG, Citadel or a handful of smaller wholesale market
makers. The wholesaler then completes the trade by matching it with
an opposite order in its own inventory or going onto the stock
market to find a match.
Wholesalers make tiny profits on many of those trades; over
time, they add up to tens of millions of dollars. KCG had revenue
of $258.9 million and pretax income of $75.5 million in its
market-making division during the first quarter of 2016. The
profits are primarily driven by wholesale market-making but the
firm also does other types of market-making.
Part of the money wholesalers earn is often paid back directly
to the broker in a practice known as "payment for order flow."
Retail investors are also given a tiny "price improvement," meaning
the price at which they are ultimately executed might be slightly
cheaper if they are buyers or a bit higher if they are sellers.
Critics of the business have said wholesalers are unnecessary
intermediaries that profit from retail stock orders without
providing much benefit.
The Justice Department inquiries appear to be focused in part on
the way wholesalers used different data feeds to establish they had
met requirements to achieve the best price and to actually complete
the trades.
Lawmakers including former Sen. Carl Levin (D., Mich.) have
criticized the practice of selling retail orders to market makers,
saying it presents an insurmountable conflict of interest for the
broker receiving the fee.
Citadel has said the value of their service is
straightforward—they provide retail investors an even better price
than the best bid or offer on public exchanges. In effect, Citadel
and KCG have replaced stock exchanges as the de facto destination
for many retail-investor orders.
According to data from the Financial Industry Regulatory
Authority released Monday, Citadel's market-making business
executed nearly 6% of all trading in listed stocks. That means its
market share in listed equities exceeds that of many smaller
exchanges, including ones operated by Bats Global Markets and
Nasdaq Inc.
Write to Aruna Viswanatha at Aruna.Viswanatha@wsj.com, Bradley
Hope at bradley.hope@wsj.com and Dave Michaels at
dave.michaels@wsj.com
(END) Dow Jones Newswires
May 10, 2016 15:15 ET (19:15 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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