Self-Regulation
In addition to government regulation, there is considerable self-regulation of the securities market. The most important overseer in this regard is the Financial Industry Regulatory
Authority (FINRA), which is the largest nongovernmental regulator of securities firms in the
United States. FINRA was formed in 2007 through the consolidation of the National Association of Securities Dealers (NASD) with the self-regulatory arm of the New York Stock
Exchange. It describes its broad mission as the fostering of investor protection and market
integrity. It examines securities firms, writes and enforces rules concerning trading practices,
and administers a dispute resolution forum for investors and registered firms.
There is also self-regulation among the community of investment professionals. For
example, the CFA Institute has developed standards of professional conduct that govern the
behavior of members with the Chartered Financial Analysts designation, commonly referred
to as CFAs. The nearby box presents a brief outline of those principles.
On the MARKET FRONT
SHORT-SELLING COMES UNDER
FIRE—AGAIN
Short-selling has long been viewed with suspicion, if not outright
hostility. England banned short sales for a good part of the eighteenth century. Napoleon called short-sellers enemies of the state.
In the United States, short-selling was widely viewed as contributing to the market crash of 1929, and in 2008, short-sellers were
blamed for the collapse of the investment banks Bear Stearns
and Lehman Brothers. With share prices of other financial firms
tumbling in September 2008, the SEC instituted a temporary
ban on short-selling for about 800 of those firms. Similarly,
the Financial Services Authority, the financial regulator in the
United Kingdom, prohibited short sales on about 30 financial
companies, and Australia banned shorting altogether.
The motivation for these bans is that short sales put downward pressure on share prices that in some cases may be unwarranted: Stories abound of investors who first put on a short sale
and then spread negative rumors about the firm to drive down
its price. More often, however, shorting is an innocent bet that a
share price is too high and is due to fall. Nevertheless, during the
market stresses of late 2008, the widespread feeling was
that even if short positions were legitimate, regulators should do
what they could to prop up the affected institutions.
Hostility to short-selling may stem from confusion between bad
news and the bearer of that news. Short-selling allows investors
whose analysis indicates a firm is overpriced to take action on that
belief—and to profit if they are correct. Rather than causing the
stock price to fall, shorts may simply be anticipating a decline in
the stock price. Their sales simply force the market to reflect the
deteriorating prospects of troubled firms sooner than it might have
otherwise. In other words, short-selling is part of the process by
which the full range of information and opinion—pessimistic as
well as optimistic—is brought to bear on stock prices.
For example, short-sellers took large (negative) positions in
firms such as WorldCom, Enron, and Tyco even before these firms
were exposed by regulators. In fact, one might argue that these
emerging short positions helped regulators identify the previously
undetected scandals. And in the end, Lehman and Bear Stearns
were brought down by their very real losses on their mortgagerelated investments—not by unfounded rumors.
Academic research supports the conjecture that short sales
contribute to efficient “price discovery.” For example, the greater
the demand for shorting a stock, the lower its future returns tend
to be; moreover, firms that attack short-sellers with threats of legal
action or bad publicity tend to have especially poor future returns.4
Short-sale bans may in the end be nothing more than an understandable, but nevertheless misguided, impulse to “shoot the
messenger.”
4See, for example, C. Jones and O. A. Lamont, “Short Sale Constraints and Stock Returns,” Journal of
Financial Economics, November 2002, pp. 207–239, or O. A. Lamont, “Go Down Fighting: Short Sellers
vs. Firms,” Review of Asset Pricing Studies (2), 2012, pp. 1–30.
Final PDF to printer79
bod72160ch03055-085.indd 79 07/27/20 06:41 PM
On the MARKET FRONT
EXCERPTS FROM CFA INSTITUTE
STANDARDS OF PROFESSIONAL
CONDUCT
I. Professionalism
• Knowledge of the law. Members and Candidates must
understand and comply with all applicable laws, rules, and
regulations (including the CFA Institute Code of Ethics and
Standards of Professional Conduct).
• Independence and objectivity. Members and Candidates
must use reasonable care and judgment to achieve and
maintain independence and objectivity in their professional
activities.
• Misrepresentation. Members and Candidates must not
knowingly make any misrepresentations relating to
investment analysis, recommendations, actions, or other
professional activities.
II. Integrity of Capital Markets
• Material nonpublic information. Members and Candidates
who possess material nonpublic information must not act
or cause others to act on the information.
• Market manipulation. Members and Candidates must
not engage in practices that distort prices or artificially
inflate trading volume with the intent to mislead market
participants.
III. Duties to Clients
• Loyalty, prudence, and care. Members and Candidates must
place their clients’ interests before their employer’s or their
own interests.
• Fair dealing. Members and Candidates must deal fairly
and objectively with all clients when providing investment
analysis.
• Suitability. When Members and Candidates are in an
advisory relationship with a client, they must make a
reasonable inquiry into a client’s or prospective client’s
investment experience, risk and return objectives, and
financial constraints.
• Performance presentation. When communicating investment
performance information, Members and Candidates must make
reasonable efforts to ensure that it is fair, accurate and complete.
• Confidentiality. Members and Candidates must keep
information about current, former, and prospective clients
confidential unless disclosure is required by law or the
client or prospective client permits disclosure.
IV. Duties to Employers
• Loyalty. Members and Candidates must act for the benefit
of their employer.
• Responsibilities of Supervisors. Members and Candidates
must make reasonable efforts to ensure that anyone subject
to their supervision or authority complies with applicable
laws, rules, regulations, and the Code and Standards.
V. Investment Analysis and Recommendations
• Diligence and Reasonable Basis. Members and Candidates
must have a reasonable and adequate basis, supported by
appropriate research and investigation, for any investment
analysis, recommendation, or action.
• Communication. Members and Candidates must distinguish
between fact and opinion in the presentation of investment
analysis.
VI. Conflicts of Interest
• Disclosure of conflicts. Members and Candidates must make
full and fair disclosure of all matters that reasonably could
be expected to impair their independence and objectivity.
• Priority of transactions. Investment transactions for clients
and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.
VII.Responsibilities as CFA Institute Member or CFA Candidate
• Conduct. Members and Candidates must not engage in
any conduct that compromises the reputation or integrity
of CFA Institute or the CFA designation.
Source: Excerpts from “Code of Ethics and Standards of Professional
Conduct,” In Standards of Practice Handbook, 11th ed. CFA Institute, 2014.
Used by permission..
概括
除了政府监管，证券市场还存在大量自律监管。最重要的自律机构是美国金融业监管局（FINRA），它是美国最大的非政府证券机构监管组织，成立于2007年，由全美证券交易商协会（NASD）与纽约证券交易所自律部门合并而成，其核心使命是维护投资者权益与市场诚信，具体职责包括审查券商、制定并执行交易规则，以及为投资者与注册机构提供纠纷调解平台。
投资专业人士群体也实行自律，例如CFA协会制定了《职业行为准则》，规范特许金融分析师（CFA持证人）的行为标准。
市场动态：做空机制再引争议
做空长期备受质疑甚至敌视。历史上，英国曾长期禁止做空，拿破仑称做空者为”国家公敌”。1929年美国股灾及2008年投行雷曼兄弟与贝尔斯登倒闭后，做空者屡遭指责。2008年9月，美国证交会临时禁止对约800家金融公司做空，英澳监管机构也相继出台类似禁令。
监管禁令的动机在于防范做空引发的股价非理性下跌，尤其针对散布谣言配合做空的行为。但多数情况下，做空仅是投资者对高估股价的合理押注。2008年危机期间，监管机构倾向于优先稳定市场，即使做空本身合法。
争议根源在于混淆”坏消息”与”消息传递者”。做空实质是投资者基于分析对高估公司的纠错机制，能加速市场反映企业真实价值。例如做空者早在世通、安然等丑闻曝光前便布局，反而协助揭露问题。学术研究证实做空促进价格发现：被做空股票未来收益更低，而威胁做空者的公司往往表现更差。禁令可能仅是”射杀信使”的情绪化反应。
CFA协会职业行为准则摘要
1. 专业性：遵守法律、保持独立客观、禁止虚假陈述
2. 市场诚信：禁止利用内幕信息或操纵市场
3. 客户责任：客户利益优先、公平对待、适当性评估、业绩披露透明、保密义务
4. 雇主责任：忠诚履职、监督合规
5. 投资分析：研究审慎、区分事实与观点
6. 利益冲突：充分披露、客户交易优先
7. CFA成员义务：维护CFA头衔声誉
（注：准则全文详见CFA协会《职业行为标准手册》第11版）
