Opening a margin account requires more than a basic new account form. Along with the typical account opening rules, customers must receive a margin disclosure statement. This document explains the main risks an investor takes on when using a margin account.
FINRA Rule 2264 requires broker-dealers to include the following disclosures:
*A broker-dealer will typically liquidate (sell) securities when there is a risk the account could fall below regulatory or firm requirements. These requirements are commonly called ‘minimum maintenance,’ which is covered later in this unit. Margin loans create risk for broker-dealers because a customer may be unable to repay the loan if security values decline quickly. To manage this risk, the firm may sell any security at any time to reduce or repay outstanding margin loans.
**‘House requirements’ are firm rules that are more stringent than margin regulations. For example, Regulation T (covered in the next chapter) is a Federal Reserve rule requiring investors to deposit at least 50% in an initial margin transaction (e.g., the customer deposits $5,000 to make a $10,000 stock purchase). A firm could impose house requirements that require customers to deposit 75% in an initial margin transaction. House rules can always be more stringent than Federal Reserve or FINRA margin rules, but never less stringent.
***Margin calls are requests for customers to deposit additional funds to meet regulatory or house margin requirements. Margin calls are covered later in this unit.
Once the margin disclosures have been provided, the customer must complete and sign the margin agreement. This agreement has three key parts:
The hypothecation agreement covers the idea of pledging securities as collateral for a margin loan. The comparison to a mortgage is helpful: a home secures a mortgage loan, and securities in a brokerage account secure a margin loan. If the customer borrows money from the broker-dealer and can’t repay it, the broker-dealer may liquidate (sell) securities in the account to pay off the loan.
Broker-dealers are not banks and typically don’t keep large amounts of cash available to lend. Instead, they often rehypothecate (re-pledge) customer securities to a bank in exchange for a loan. The broker-dealer’s relationship with the bank is governed by Regulation U, which allows the broker-dealer to rehypothecate securities up to 140% of the customer’s loan to the bank. For example, if a customer borrows $10,000 through a margin loan, the broker-dealer may rehypothecate $14,000 (140% of $10,000) of the customer’s securities to the bank as collateral.
After rehypothecating securities, the broker-dealer receives bank funds and then lends those funds to customers at a slightly higher interest rate. The difference between:
is how broker-dealers earn money on margin lending. For example, ABC Bank charges XYZ Broker-Dealer 8% for a margin loan collateralized by rehypothecated securities owned by XYZ’s customers. XYZ Broker-Dealer then lends the funds to its customers at a 12% interest rate. The 4% interest rate spread is profit to the broker-dealer.
The credit agreement spells out the margin loan terms. It includes how the broker-dealer calculates margin interest, the repayment schedule, and other general loan terms.
The final part of the margin agreement is the loan consent form. By signing it, the customer allows the broker-dealer to lend the customer’s securities to other customers for short sales. As a reminder, short sales involve borrowing securities from a broker-dealer, selling them, and then (ideally) repurchasing them after the price falls. The borrowed securities are typically sourced from other customers’ margin accounts. This happens behind the scenes, and margin customers are typically unaware when their securities are being borrowed.
When the loan consent form is signed, a customer’s securities can be commingled with other customers’ securities. Commingling means securities are held jointly with other customer securities (e.g., Customer A’s stock is lent to Customer B’s account for a short sale). This is not permitted in cash accounts because fully paid-for securities in cash accounts must be segregated and held in safekeeping for each investor.
The loan consent form is the only part of the margin agreement that the customer is not required to sign. However, the hypothecation and credit agreements must be signed to open a margin account.
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