What Is a Security?
The term "security" refers to a fungible, negotiable financial instrument that holds some type of monetary value. A security can represent ownership in a corporation in the form of stock, a creditor relationship with a governmental body or a corporation represented by owning that entity's bond; or rights to ownership as represented by an option.
- Securities are fungible and tradable financial instruments used to raise capital in public and private markets.
- There are primarily three types of securities: equity—which provides ownership rights to holders; debt—essentially loans repaid with periodic payments; and hybrids—which combine aspects of debt and equity.
- Public sales of securities are regulated by the SEC.
- Self-regulatory organizations such as NASD, NFA, and FINRA also play an important role in regulating derivative securities.
Series 6 Exam Prep: What Is A Security?
The Securities Act of 1933 is the first federal legislation to regulate the U.S. stock market, an authority that was previously regulated at the state level. Under the law, anyone who wishes to sell investment contracts to the public must publish certain information regarding the proposed offering, the company making the offering, and the principal figures of that company.
These requirements are intended to protect the investing public from deceptive or misleading marketing practices. The company and its leading figures are strictly liable for any inaccuracy in its financial statements, whether intentional or not. Later legislation created the Securities and Exchange Commission (SEC), which is responsible for regulations and enforcement.
Although the term "securities" is commonly associated with stocks, bonds, and similar instruments, the U.S. Supreme Court gives the term a much broader interpretation. In the case of Howey vs. SEC (1946), the court found that the plaintiff's sale of land and agricultural services constituted an "investment contract"—even though there was no trace of a stock or bond.
This case established the four-prong Howey Test, which states that an investment can be regulated as a security if:
- There is an investment of money.
- The investment is made into a "common enterprise."
- The investors expect to make a profit from their investment.
- Any expected profits or returns are due to the actions of a third party or promoter.
Under this rule, it does not matter if a securities offering is formalized with a legal contract or stock certificates; any type of investment offering can be a security. On several occasions, courts have enforced securities provisions on unconventional assets such as whiskey, beavers, and chinchillas. In recent years, the SEC has also sought enforcement against issuers of cryptocurrencies and non-fungible tokens.
Types of Securities
Securities can be broadly categorized into two distinct types: equities and debts. However, some hybrid securities combine elements of both equities and debts.
An equity security represents ownership interest held by shareholders in an entity (a company, partnership, or trust), realized in the form of shares of capital stock, which includes shares of both common and preferred stock.
Holders of equity securities are typically not entitled to regular payments—although equity securities often do pay out dividends—but they are able to profit from capital gains when they sell the securities (assuming they've increased in value).
Equity securities do entitle the holder to some control of the company on a pro rata basis, via voting rights. In the case of bankruptcy, they share only in residual interest after all obligations have been paid out to creditors. They are sometimes offered as payment-in-kind.
A debt security represents borrowed money that must be repaid, with terms that stipulate the size of the loan, interest rate, and maturity or renewal date.
Debt securities, which include government and corporate bonds, certificates of deposit (CDs), and collateralized securities (such as CDOs and CMOs), generally entitle their holder to the regular payment of interest and repayment of principal (regardless of the issuer's performance), along with any other stipulated contractual rights (which do not include voting rights).
They are typically issued for a fixed term, at the end of which they can be redeemed by the issuer. Debt securities can be secured (backed by collateral) or unsecured, and, if secured, may be contractually prioritized over other unsecured, subordinated debt in the case of a bankruptcy.
Hybrid securities, as the name suggests, combine some of the characteristics of both debt and equity securities. Examples of hybrid securities include equity warrants (options issued by the company itself that give shareholders the right to purchase stock within a certain timeframe and at a specific price), convertible bonds (bonds that can be converted into shares of common stock in the issuing company), and preference shares (company stocks whose payments of interest, dividends, or other returns of capital can be prioritized over those of other stockholders).
Although the preferred stock is technically classified as equity security, it is often treated as debt security because it "behaves like a bond." Preferred shares offer a fixed dividend rate and are a popular instrument for income-seeking investors. It is essentially fixed-income security.
A derivative is a type of financial contract whose price is determined by the value of some underlying asset, such as a stock, bond, or commodity. Among the most commonly traded derivatives are call options, which gain value if the underlying asset appreciates, and put options, which gain value when the underlying asset loses value.
An asset-backed security represents a part of a large basket of similar assets, such as loans, leases, credit card debts, mortgages, or anything else that generates income. Over time, the cash flow from these assets is pooled and distributed among the different investors.
How Securities Trade
Publicly traded securities are listed on stock exchanges, where issuers can seek security listings and attract investors by ensuring a liquid and regulated market in which to trade. Informal electronic trading systems have become more common in recent years, and securities are now often traded "over-the-counter," or directly among investors either online or over the phone.
An initial public offering (IPO) represents a company's first major sale of equity securities to the public. Following an IPO, any newly issued stock, while still sold in the primary market, is referred to as a secondary offering. Alternatively, securities may be offered privately to a restricted and qualified group in what is known as a private placement—an important distinction in terms of both company law and securities regulation. Sometimes companies sell stock in a combination of a public and private placement.
In the secondary market, also known as the aftermarket, securities are simply transferred as assets from one investor to another: shareholders can sell their securities to other investors for cash and/or capital gain. The secondary market thus supplements the primary. The secondary market is less liquid for privately placed securities since they are not publicly tradable and can only be transferred among qualified investors.
Investing in Securities
The entity that creates the securities for sale is known as the issuer, and those who buy them are, of course, investors. Generally, securities represent an investment and a means by which municipalities, companies, and other commercial enterprises can raise new capital. Companies can generate a lot of money when they go public, selling stock in an initial public offering (IPO), for example.
City, state, or county governments can raise funds for a particular project by floating a municipal bond issue. Depending on an institution's market demand or pricing structure, raising capital through securities can be a preferred alternative to financing through a bank loan.
On the other hand, purchasing securities with borrowed money, an act known as buying on a margin is a popular investment technique. In essence, a company may deliver property rights, in the form of cash or other securities, either at inception or in default, to pay its debt or other obligation to another entity. These collateral arrangements have been growing of late, especially among institutional investors.
Regulation of Securities
In the United States, the U.S. Securities and Exchange Commission (SEC) regulates the public offer and sale of securities.
Public offerings, sales, and trades of U.S. securities must be registered and filed with the SEC's state securities departments. Self Regulatory Organizations (SROs) within the brokerage industry often take on regulatory positions as well. Examples of SROs include the National Association of Securities Dealers (NASD), and the Financial Industry Regulatory Authority (FINRA).
The definition of a security offering was established by the Supreme Court in a 1946 case. In its judgment, the court derives the definition of a security based on four criteria—the existence of an investment contract, the formation of a common enterprise, a promise of profits by the issuer, and use of a third party to promote the offering.
Residual securities are a type of convertible security—that is, they can be changed into another form, usually that of common stock. A convertible bond, for example, is a residual security because it allows the bondholder to convert the security into common shares. Preferred stock may also have a convertible feature. Corporations may offer residual securities to attract investment capital when competition for funds is intense.
When residual security is converted or exercised, it increases the number of current outstanding common shares. This can dilute the total share pool and their price also. Dilution also affects financial analysis metrics, such as earnings per share, because a company's earnings have to be divided by a greater number of shares.
In contrast, if a publicly traded company takes measures to reduce the total number of its outstanding shares, the company is said to have consolidated them. The net effect of this action is to increase the value of each individual share. This is often done to attract more or larger investors, such as mutual funds.
Other Types of Securities
Certificated securities are those represented in physical, paper form. Securities may also be held in the direct registration system, which records shares of stock in book-entry form. In other words, a transfer agent maintains the shares on the company's behalf without the need for physical certificates.
Modern technologies and policies have, in most cases, eliminated the need for certificates and for the issuer to maintain a complete security register. A system has developed wherein issuers can deposit a single global certificate representing all outstanding securities into a universal depository known as the Depository Trust Company (DTC). All securities traded through DTC are held in electronic form. It is important to note that certificated and un-certificated securities do not differ in terms of the rights or privileges of the shareholder or issuer.
Bearer securities are those that are negotiable and entitle the shareholder to the rights under the security. They are transferred from investor to investor, in certain cases by endorsement and delivery. In terms of proprietary nature, pre-electronic bearer securities were always divided, meaning each security constituted a separate asset, legally distinct from others in the same issue.
Depending on market practice, divided security assets can be fungible or (less commonly) non-fungible, meaning that upon lending, the borrower can return assets equivalent either to the original asset or to a specific identical asset at the end of the loan. In some cases, bearer securities may be used to aid tax evasion, and thus can sometimes be viewed negatively by issuers, shareholders, and fiscal regulatory bodies alike. They are rare in the United States.
Registered securities bear the name of the holder and other necessary details maintained in a register by the issuer. Transfers of registered securities occur through amendments to the register. Registered debt securities are always undivided, meaning the entire issue makes up one single asset, with each security being a part of the whole. Undivided securities are fungible by nature. Secondary market shares are also always undivided.
Letter securities are not registered with the SEC and cannot be sold publicly in the marketplace. Letter security—also known as restricted security, letter stock, or letter bond—is sold directly by the issuer to the investor. The term is derived from the SEC requirement for an "investment letter" from the purchaser, stating that the purchase is for investment purposes and is not intended for resale. When changing hands, these letters often require a SEC Form 4.
Cabinet securities are listed under a major financial exchange, such as the NYSE, but are not actively traded. Held by an inactive investment crowd, they are more likely to be a bond than a stock. The "cabinet" refers to the physical place where bond orders were historically stored off of the trading floor. The cabinets would typically hold limit orders, and the orders were kept on hand until they expired or were executed.
Issuing Securities: Examples
Consider the case of XYZ, a successful startup interested in raising capital to spur its next stage of growth. Up until now, the startup's ownership has been divided between its two founders. It has a couple of options to access capital. It can tap public markets by conducting an IPO or it can raise money by offering its shares to investors in a private placement.
The former method enables the company to generate more capital, but it comes saddled with hefty fees and disclosure requirements. In the latter method, shares are traded on secondary markets and not subject to public scrutiny. Both cases, however, involve the distribution of shares that dilute the stake of founders and confer ownership rights on investors. This is an example of equity security.
Next, consider a government interested in raising money to revive its economy. It uses bonds or debt security to raise that amount, promising regular payments to holders of the coupon.
Finally, look at the case of startup ABC. It raises money from private investors, including family and friends. The startup's founders offer their investors a convertible note that converts into shares of the startup at a later event. Most such events are funding events. The note is essentially debt security because it is a loan made by investors to the startup's founders.
At a later stage, the note turns into equity in the form of a predefined number of shares that give a slice of the company to investors. This is an example of a hybrid security.
What Is the Difference Between Stocks and Securities?
Stocks, or equity shares, are one type of security. Each stock share represents fractional ownership of a public corporation, which may include the right to vote for company directors or to receive a small slice of the profits. There are many other types of securities, such as bonds, derivatives, and asset-backed securities.
What Are Marketable Securities?
A marketable security is any type of stock, bond, or other security that can easily be bought or sold on a public exchange. For example, the shares of public companies can be traded on a stock exchange, and treasury bonds can be bought and sold on the bond market.
In contrast, a non-marketable security is one that cannot be legally sold to the public. For example, shares in non-public companies can only be bought or sold in very limited circumstances.
What Are Treasury Securities?
Treasury securities are debt securities issued by the U.S. Treasury department to raise money for the government. Since they are backed by the government, these bonds are considered very low-risk and highly desirable for risk-averse investors.
The Bottom Line
Securities represent the most common investment contracts. When saving for retirement, most people choose to put a portion of their savings in equity or debt securities. These securities markets are also important for the market as a whole, in that they allow companies to raise capital from the public.