Tag Archives: NOMAD

Episode 12. ‘The High Temple of Capitalism’



Some stories incarcerate, others emancipate. This episode explores the founding of the London Stock Exchange’s junior market, AIM. It follows the narrative of UK plc, exploring how it shapes the Exchange’s actions. We hear how the story slowly changes into something different, a vision of the market as the high temple of capitalism. We find out how the market makers and advisors lobbied successfully to maintain their advantages in the market. Despite all this, I suggests that we might find in the AIM story some germ of emancipation: a new way of understanding how a financial market could look.

Transcription

‘Some stories,’ says philosopher Richard Kearney, ‘congeal and incarcerate, others loosen and emancipate.’[1] But what does what? The task confronting the critically-minded citizen is precisely this, discovering which stories fall into which category; coming to know, as Kearney more colourfully puts it, whether ‘the voice I hear in my tent is that of the love of God or of some monster’. Perhaps we needn’t go that far, but Kearney has a point: stories are powerful and power-filled. They have a life of their own. They break free of their originators and travel, enrolling networks of support through which they might confront and dispatch lesser adversaries. It’s too much of a stretch, perhaps, to claim that stories have agency, but they certainly do things. Just look at the stories circulating in contemporary British politics: narratives of heroism, plucky Britain, a nation defined by a pugnacious smallness, continually punching above its weight. Every time you see someone dressed as Richard the Lionheart, stood outside Parliament and clutching a placard, you recognize the story at play. Does it incarcerate or emancipate? I’ll leave that up to you…

For a professional social scientist, this is just part of the job. Setting out to collect oral histories is setting out to deal with such a problem. As Kearney says, it’s hard to tell, and perhaps it’s best not to try. One cannot hope to provide an absolutely objective history: better to give the voices space to speak, and guide the listener through the result. We must look beyond the surface, catch hints and glimpses. When I investigated the 1995 formation of London’s junior market, AIM, I encountered the same story over and over: how European regulations forced the closure of London’s Unlisted securities market, pointing a knife at the beating heart of UK plc; how a plucky band of campaigners forced the Exchange to the negotiating table and demanded a replacement; how AIM arrived and has been the champion of British business ever since. This story is a fairy tale, as I showed in the last episode. The LSE was provoked by innovations from elsewhere, moving to shut down a rival market that was taking hold in the shelter of its own regulatory umbrella. The received story made no mention of this rival, dismissing its founder as a peripheral player, too small a fry for the big fish to worry about.

Some stories congeal and incarcerate, others loosen and emancipate; a story might provide access and shelter for some, yet slam the door against others. We must be alert not only to the facticity of a story, but also to its consequences.  When I probed further, I found in the accounts given by these men the faint traces of a woman. Named Theresa Wallis, she had been at the centre of things, she had got matters sorted, and then slipped quietly away out of the narrative. I’m sure she won’t mind me saying that she had something I suspect the men didn’t. She had faith: she believed in UK plc, she believed in the story, and that belief allowed her, in the words of one interviewee, ‘to walk through walls’. For Theresa Wallis did manage to start a stock exchange, and her design has become the model for a generation of imitators worldwide.

Hello, and welcome to How to Build a Stock Exchange. My name is Philip Roscoe, and I teach and research at the University of St Andrews in Scotland. I am a sociologist interested in the world of finance and I want to build a stock exchange. Why? Because, when it comes to finance, what we have just isn’t good enough. If you’ve been following this podcast – and if so thank you – you’ll know that I’ve been talking about how financial markets really work, and how they became so important. I’ve been deconstructing markets: the wires, and screens, the buildings, the politics, the relationships, the historical entanglements that make them go, all in the hope of helping you understand how and why finance works as it does. In the second part of this podcast series, I’ll be looking at the stories we tell about the stock market. You might be surprised how much power stories have had on the shape and influence of financial markets, from Daniel Defoe to Ayn Rand. I’m trying to grasp the almost post-modern nature of finance, post-modern long before the term was invented, the fact that finance is, most of all, a story. Start-ups are stories, narratives of future possibility; shares and bonds are promises based on narratives of stability and growth. Even money is a story, circulating relations of trust written into banknotes, credit cards and accounts. Stories set the tone, make the rules, determine what counts and what does not. A good stock market needs a good story, so if we’re serious about rebuilding financial institutions then we need to take control of those stories.

I began the last episode with a bit of nostalgia, looking back to the late 1990s and the wild excitement of the dot-com era in a London that had yet to be gentrified. That was on the way, of course. Financialization, the steady drift of profit-making into the financial sector that took everything else with it, transforming the capital into the steel and glass metropolis we know today, began in the 1980s. For many critics, it hinges on the Big Bang of 1986, when the City’s floodgates were thrown open to global capital flows. But the game certainly wasn’t over all at once, for the 1990s began with a valiant and genuine attempt to use financial markets for their stated purpose: the raising of capital for small and growing businesses. That was the remit of AIM. Like almost everything in this story it worked out in an accidental fashion. AIM created the world I had stepped into, and if we going to understand how that world took shape, we need to step back in time a little and investigate the formation of the market itself. If we want to know how to build a stock exchange, we should look how others have done it already.[2]

Just to remind you, AIM – or The Alternative Investment Market – is the London Stock Exchange’s junior market. Junior means that it is aimed at smaller, younger companies, and that it is easier for firms to get onto. The taxman treats companies listed on AIM as if they were still privately held, conferring certain tax advantages on shareholders. That is a reward, in theory, for risking their money in earlier stage ventures. You will remember from the last episode how a similar market called the USM had operated successfully throughout the 1980s but had been closed when the recession of the early 1990s stripped away demand and the Exchange’s bureaucrats tired of the administrative burden. Remember how a gang of important players within the USM world got together and founded a lobby group to pressure the LSE into establishing a replacement market.

The venerable London Stock Exchange was, by 1993, looking a little bit directionless. Big bang had broken up the trading floor and the LSE’s physical monopoly on the profitable business of market making. The jobbers, specialised traders who had evolved alongside the Exchange over 200 years, were suddenly gone. The LSE had been embarrassed by a huge and expensive IT fiasco, which resulted in the loss of its settlement function and the resignation of its chief executive. It had long operated as a membership organisation, owned by its members – a mutual – but this structure  had become deeply unfashionable and often gave rise to unacceptable conservatism in the Exchange’s rules and management decisions._

Its business proposition was moving from regulation towards the more nebulous provision of exchange services and data sales, but any firm could do this. The LSE was a national institution, but why? What made the LSE special?

Michael Lawrence, the new chief executive, clutched the lifeline that he had been inadvertently thrown by those campaigners touting the interests of UK plc. This was exactly what the Exchange was for: growing Britain as an entrepreneurial nation, not just in London but across the English regions, in Scotland and Northern Ireland! It would be pushing at an open door, for business-folk and policy-makers outside of London had also begun to believe that the financing of entrepreneurial businesses might offer a remedy to the economic collapse that followed the rapid de-industrialisation of the late 1980s. Lawrence saw an opportunity to fill the void left by the closure of regional stock exchange offices in the 1970s and 80s, and reckoned on an nationwide demand. ‘These smaller companies,’ Lawrence would say, ‘these earlier stage companies are not going to be walking about the City of London, you know, they’re going to be in the UK regions.’ There was money in the regions and received wisdom held that local investors preferred local businesses: ‘One of the things I heard and learnt when I first came on with the role,’ says Wallis, ‘was… investors, when it comes to small companies they’d rather invest close to home where they can go and visit the companies and they look them in the eye and all that sort of thing.’ The vision of all this lonely money and all these needy businesses would have set even the most stony hearted of financial middlemen trembling. At the heart of Lawrence’s seven-point plan for the revival of the London Stock Exchange was a proposal to transform the problematic Rule 535 over-the-counter market into a vibrant cash-raising facility for the entrepreneurs of UK plc: a strategic masterpiece dealing with the LSE’s biggest worries in one single movement.

And so began the slow process of talking this new market into being. Lawrence recognized that a new approach to listing would be vital, and that, in the conservative institutional culture of the LSE, this would require an entirely new team. The success of NASDAQ was credited in part to its independence from the New York Stock Exchange – it’s a completely different organisation, of course – but the LSE sought to imitate this independence, and thus NASDAQ’s success, within its own institutional setting. Lockheed – the aeroplane manufacturer – is famous for its ‘Skunk Works’, an autonomous group of engineers given freedom to go and create super-cool new things, notably the Blackbird spy plane.[3]

The model has been trotted out by business school gurus ever since as a successful tactic for developing innovation in big organisations, and Lawrence took a similar approach, though I doubt whether he did so consciously. He put a young and little known executive called Theresa Wallis in charge of a working party with a brief to think about listing in a completely new way. Wallis had already demonstrated her management – and marketing – skills at the Exchange by developing the Eurobond listing activities to match the customer-friendly, turnkey service offered by the Luxembourg Stock Exchange. A pivotal figure in this history, Wallis’ efforts have never been fully recognised, though it is clear she displayed a remarkable energy and competence in making the market happen. She had been instructed to ‘walk through walls,’ said one intervewee, ‘and she did’. Another described her as an ‘incredible leader, a team player, politically aware… phenomenal… it was a blessing to be working with her.’

Wallis was, as I have said, a believer. She was, she says, ‘inspired by the ability to [do] anything that can help the UK economy and can help… helping smaller companies grow, helping the UK economy.’ She was generous in her retelling of the market’s foundation, emphasising how much support the working group received from the rest of the Exchange; she remembers colleagues with deep expertise in listing practices and regulations and the minutiae of running an exchange, while her own team fizzed with excitement and a real commitment towards helping the British economy. Wallis and two colleagues sketching on a flip-chart came up with the ‘Alternative Investment Market’ name, while Lawrence subsequently suggested with the brand abbreviation. At the same time, the new market could make use of the LSE’s expertise, infrastructure, and prestige. ‘The Stock Exchange,’ says Simon Brickles, one of Wallis’ team and subsequently head of AIM,  ‘knew how to operate markets, it had got the facilities, it had got the people, it had got the resources, and it had got the prestige.  On the other hand, I became convinced that AIM could have its separate values, its own separate rules, its own separate problems, opportunities and so on and that was Michael Lawrence’s vision.’

A stock exchange is a bundle of wires and screens. But it is also a community of trust, shared expectations and commitment to certain norms. The LSE already possessed the former, so the team set about building the latter through an extended and iterative conversation with future participants. They sent out a consultation and the responses drove the construction of the new market. As responses were received they were distributed among the small team, reviewed, and discussed at a morning meeting. Megan Butler, then a young lawyer at the LSE (now Director of Supervision at the FCA) advised the group on developing the Rulebook and regulatory compliance. The team had to manage such technical issues, often with the support of the community from beyond the Exchange. But most of all, the new market had to be talked into being. Martin Hughes, a young executive on secondment to the team from Scottish Enterprise with the responsibility of promoting the market north of the border describes the process as, ‘Knowledge building, consensus building, to inform an emergent model…a continuous iterative process….It was all about the market, getting to understand it, and that engagement.  You could tell that the relationship was very close.  You could tell that it was understood why it was important…there was never anyone who was not willing to engage properly, and think about it.’ The consultation documents, responses from the community, follow-up telephone calls, meetings, or conversations over dinner, held to a steady pace by the Exchange’s somewhat pedantic and bureaucratic routines, slowly wove a market from threads of narrative and conversation. As a place of collective trust, recognition and expectation, the market was performed, acted out, spoken into being by the narratives and conversations that underpinned it. These in turn were held together by a shared commitment to the wonderful institution of UK plc.

But there was still battles to be fought, turf wars over who would enjoy the benefits of this new market. Would it be UK plc, really? Within the discourse of entrepreneurial team GB there was still plenty of scope for arranging the trading mechanisms in as comfortable manner as possible. As Brickles says, the LSE already knew how to operate markets. It already had the structures, the trading institutions and the technology. These, as we saw in previous episodes, had developed throughout the previous two decades pushed by reforming technologists and regulatory changes. One of the things that these technologists had achieved, according to the sociologist Juan Pablo Pardo-Guerra, was the institution of electronic order book trading across the LSE. Under this arrangement, buyers and sellers are automatically matched, cutting out the need for the expensive market-making middleman. The technologists saw themselves as visionaries pursuing a better kind of financial market that used technology to deliver efficiency, narrow prices, and to offer the eventual customers (investors) a better deal. Scholars like Pardo Guerra and Donald MacKenzie have shown that motivation at work throughout the technological development of digital markets; in this instance it was a rival firm called TradePoint that forced the LSE to adopt order books and disenfranchise the market-makers.[4] (Much of today’s episode comes from my own research, but as always full references are provided in the transcript on the podcast website.)

The alternative to an order book market is a quote driven market, where market makers offer buy and sell prices and make their money on the difference between the two. The more market-makers competing to offer prices in a single security, the narrower those spreads will be. With only a small handful of market-makers, Winterflood Securities pre-eminent among them, the USM had been a quote driven market and a comfortable one, with ‘spreads wide enough to drive an 18 wheel truck through’. The justification offered was always that that less liquid markets – those with fewer buyers and sellers – required some kind of intermediation in order to make transactions happen. Ironically, for even less liquid stocks order books become useful again, as market makers do not want to hold stock they might not be able to sell. John Jenkins’ notebooks, taking lists of potential buyers and sellers, were a version of order book market, but one that combined intervention as well – will the seller take 990 as opposed to a thousand, will the buyer be able to offer a 990 instead of 980, and so forth. At the more liquid end of Jenkins’ Rule 4.2 operation, however, his firm was offering quotes as a market-maker, and the community could see that this model could form the basis for the new market. There was no need to reinvent the wheel. ‘Here was a group of companies,’ says Andrew Buchanan, a small company-focused fund manager, ‘in which there seemed to be some perfectly reasonable trading activity but no obvious mechanism. And yet the lack of a mechanism didn’t seem to inhibit the liquidity in the stock.  So what was the problem?  They could build on 4.2 to make it a reasonable market, a quote-driven market place…’ Within the LSE, Wallis’ team had arrived at the same conclusion, proposing that they would re-regulate Rule 535.2 (as it now was) to an acceptable level, playing out the strategic objectives of the seven point plan.

The market-makers held onto their turf, for now at least.

A secondary problem concerned the kind of companies that might be listed on this new market, and who would take responsibility for them. An onerous admission process handled by the LSE’s listing office seemed out of step with the UK plc narrative and the entrepreneurial aspirations that it embodied. How could the companies of the future raise funds with some worried regulator peering over the shoulders of potential investors? Again, the new market took the success of Rule 4.2 as a model. It would be a market based on caveat emptor, buyer beware. ‘Private investors,’ said Wallis, ‘investors who are buying on Rule 4.2 don’t seem to mind – it’s very much a caveat emptor market – don’t seem to mind that it’s not regulated. They know what they’re going in for. Maybe this is going to be the solution, [if] we build a market around what was Rule 535.2 dealing.’ And here we begin to see the story changing: no longer simply about UK plc, but also about freedom of choice and the appropriate role of regulation in a capital market. For the neoliberal, of course, the role of regulation is not to protect consumers but allow them to protect themselves through freedom of choice, and that’s exactly how Brickles tells it: ‘I don’t think [heavy regulation] is the business of a Stock Exchange, we should be the high temple of capitalism, we should allow as much choice and freedom as compatible with a reasonable level of investor protection.’ Investor protection here takes the form of making sure that firms disclose all relevant information, so investors can choose properly. And how to do that?

Originally, one of the guiding principles of this new market was ease of access for companies, which in practice meant low costs. As most of the costs of listing on a stock market come from fees paid to advisers it was sensible to suggest that firms didn’t need them. In particular they might not need a sponsor, an expensive corporate finance house whose role it was to scrutinise the firm in the run-up to its public listing. There were squeals from the community: just imagine those poor, unprotected investors! Sotto voce: just imagine those rich fat fees! Most of the investors were institutions who knew their business well enough and would be happy to do without advisers whose fees they eventually would pay, as shareholders, but their voices were outnumbered as the consultation results came in. For decency’s sake, some kind of sponsor must be necessary. Wallis’ team hatched an ingenious compromise, proposing that each firm would employ a Nominated Advisor, or Nomad, with certain guaranteed professional qualifications and experience. These Nomads would police the companies on the market, ensuring full disclosure and certain basic probity, but without needing the Exchange to take on responsibility of oversight.

But who would police the Nomads? Who would guard the guards? Each other, of course! You could call this a reputational market, if you like. Everyone knew everyone else and if you gained a reputation for being somewhat sharp you would find future opportunities rapidly shrinking. Investors sold substandard merchandise have very long memories. This was scarcely a decade after the closure of the LSE’s trading floor, and the new market harnessed the close social networks that persisted in the City, many from before the Big Bang. It relied upon, in Brickles’ words, ‘the tools and instruments of a club’: blackballing and (mostly private) censure. Only in real cases of malfeasance would the Exchange pursue the nuclear option and offer a public reprimand. As one former director of the LSE put it, ‘When you run a stock exchange…you have two rulebooks.  One is the written rulebook and the other is the unwritten rulebook. When it came to AIM, there was a network underneath which says, that company, don’t touch it.  And so an awful lot of this stuff was unwritten, unrecorded…Can’t discuss it publicly, deny all knowledge.’ Some feel that market is not strict enough in dealing with errant Nomads. ‘It was always implicit,’ says the same director, ‘we would shoot one a year pour encourager les autres…I think the Stock Exchange didn’t do that.  They were too obsessed with the marketing, getting companies on.’

Clubs are never quite as strict as they claim to be.

Back to our narratives. The narrative of the market as the engine of an entrepreneurial UK plc has metamorphosed into a narrative of the market as a high temple of capitalism focused on choice and disclosure; but the narrative of UK plc was never, as we saw in the last episode, free from special pleading and the self-interest of one group or another, and so it remained. UK plc proved durable enough to pull participants into the new market and to give rise to an organisational structure where orders are filled through a quote-driven mechanism, preserving a profitable niche for a handful of market-makers, particularly Winterflood Securities (that name again!). And the administrative underpinnings of capitalism’s high temple, the necessity for full disclosure so that investors can take their chances on an informed basis has grown into the requirement that listees retain an advisory firm with its executives drawn from a small and carefully qualifying pool – those who had already conducted a certain number of transactions in the market. The Exchange, as one interviewee put it, didn’t want just anyone turning up and building a reputation on the back of the market they needed to already have a reputation. If you wanted to play, you already had to be in the club.

This sounds like a coup to me. And you won’t be surprised to hear that by the late 1990s Theresa Wallis had slipped quietly away from the market she created, away from the Exchange as a whole, almost out of the story altogether. The chaps were back on top.

Finance scholars describe the Nomad system as ‘private sector regulation’ and there have been long debates about whether it works or not.[5] But there’s no ignoring the fact that AIM’s model has been a success. Hundreds of companies have joined the market and raised funds through it. The combined capitalisation of the market is roughly a hundred billion pounds sterling. The model has been adopted worldwide, especially since the NASDAQ model fell out of favour in the post-dotcom world. The ambition to help growing firms seems stronger now than it did in the market’s second decade, an era of globalisation that I will cover in a future episode. The battle over order books has persisted and the market operates a hybrid system, with electronic matching for larger firms and market-makers still very present among the less-often traded securities. Watching these traders at work is remarkable, in fact, and I’ll pick this up in due course, too.

And I wonder if, after all, AIM’s structure helps us to see new possibilities for the organisation of financial markets. For giant global financial markets, as scholars have repeatedly shown, are modelled on a particular conception of how markets should work, the efficient market hypothesis proposed by the economist Eugene Fama. In essence, Fama’s hypothesis suggests that markets are fundamentally efficient and that all the information you need is in the price. Fama’s theory, as literary scholar Paul Crosthwaite and others have shown, claims an intellectual lineage from Adam Smith’s Invisible Hand through the neoliberalism of Frederick Hayek: a commitment to the market as an all-powerful, computationally supreme mechanism, capable of spontaneous organization, what Hayek calls a ‘catallaxy’. [refs] Financial markets epitomize this all-knowing, self-organizing, quasi-natural phenomenon. Moreover, if markets offer a glimpse of pure knowledge, the proliferation of obscure derivative contracts seems less like a massive increase in knowable risk , and more like an increase in the resources available to future-divining trade-seers.

The role of market operators, then, is to get everything else out of the way to allow a clear, synchronous, global view of that wondrous price, so that buyers and sellers can adjust their behaviour accordingly. AIM’s organisation is more akin to that of a producers market, where those supplying goods keep an eye on each other and work out prices among themselves. It’s more like a farmers market than a Fama market. Sorry, I couldn’t resist.

Does this offer ways forward for rethinking finance? To be honest, I’m not sure, especially in view of the story I’ve just told you. It does certainly offer a means of stepping away from the global, all-knowing, Fama market which some might suspect not to be as efficient as all that, especially in the decade-long wake of the financial crisis. It does seem to offer a way of doing things differently. Despite the capture and social closure, the incarceration, as Kearney would put it, I wonder if there’s a germ of emancipation in here somewhere. Hats off to Theresa Wallis and her gang for figuring this out.

I’m Philip Roscoe, and you’ve been listening to How to Build a Stock Exchange. If you’ve enjoyed this episode, please share it. If you’d like to get in touch and join the conversation, you can find me on Twitter @philip_roscoe or email me on philiproscoe@outlook.com. Thank you for listening. Please join me next time, when I’ll be back to 1999 and the moment of dotcom madness.

 

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Sound effects under an attribution licence from freesound.com

Prison door lock https://freesound.org/people/RobertMThomas/sounds/151136/

Footsteps and locks https://freesound.org/people/RobertMThomas/sounds/151120/

Champagne cork https://freesound.org/people/KenRT/sounds/392624/

Champagne pouring https://freesound.org/people/Puniho/sounds/169193/

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[1] Richard Kearney, Strangers, Gods and Monsters (Abingdon: Routledge, 2003), 179.

[2] This episode relies upon my history of London’s smaller company markets: Roscoe, P. (2017) The rise and fall of the penny-share offer: A historical sociology of London’s smaller company markets. University of St Andrews. 120 p. Available https://research-repository.st-andrews.ac.uk/handle/10023/11688

[3] https://en.wikipedia.org/wiki/Skunk_Works

[4] Juan Pablo Pardo-Guerra, Automating Finance: Infrastructures, Engineers, and the Making of Electronic Markets (Oxfoird: Oxford University Press, 2019); Donald MacKenzie and Juan Pablo Pardo-Guerra, “Insurgent Capitalism: Island, Bricolage and the Re-Making of Finance,” Economy and Society 43, no. 2 (2014).

[5] According Gerakos et al., firms listing on AIM underperform peers listed on more regulated exchanges, less regulated exchanges (e.g. the American ‘Pink Sheets’ OTC market) and even private equity, and are more likely to fail than firms on other markets. On the other hand, Nielsson argues that AIM-listed firms are of equivalent quality to those listing in more regulated markets, and simply do not meet the listing criteria of more established markets. Scholars do agree that AIM offers a successful fund-raising venue for smaller companies. Joseph Gerakos, Mark Lang, and Mark Maffett, “Post-Listing Performance and Private Sector Regulation: The Experience of London’s Alternative Investment Market,” Journal of Accounting and Economics 56, no. 2–3, Supplement 1 (2013); Ulf Nielsson, “Do Less Regulated Markets Attract Lower Quality Firms? Evidence from the London Aim Market,” Journal of Financial Intermediation 22, no. 3 (2013).