Directed Brokerage, Conflicts of Interest, and Transaction Cost Economics

60 Pages Posted: 29 Apr 2008  

D. Bruce Johnsen

George Mason University - School of Law; PERC - Property and Environment Research Center

Abstract

This paper relies on the economics of transaction costs to assess the likely effect on investor welfare of the U.S. Securities and Exchange Commission's (SEC's) prohibition on an innovative business practice known as directed brokerage. Its key insight is that the quality of a broker's execution of portfolio trades is difficult for a mutual fund adviser to assess until it is too late - that is, execution quality is an experience good. In the meantime, low-quality brokerage can substantially reduce investor returns. To have the incentive to provide high-quality execution, a broker must expect to receive a stream of premium portfolio commissions in excess of his execution costs, much along the lines of a Klein-Leffler quality-assuring price premium. Competition between brokers for premium commissions leads them to post a performance bond with advisers equal to the present value of the expected premium stream. With directed brokerage, the bond takes the form of up-front broker effort devoted to marketing the fund's retail shares. Once having posted the bond, any broker that provides low-quality execution will eventually be terminated by the adviser and lose the premium stream that provides a normal return on the up-front bond. Low-quality brokerage is thus screened out. Contrary to its intended effect, the SEC's prohibition on directed brokerage likely reduces investor welfare by failing to recognize the problems inherent in transacting experience goods.

Keywords: adverse selection, advisory contract, bundling, commissions, conflicts of interest, directed brokerage, institutional brokerage, incentive alignment, investor welfare, Klein-Leffler, mutual fund, performance bond, quality assurance, SEC, transaction costs, unjust enrichment, vertical arrangements

JEL Classification: D23, D53, K21, K23, K31, L14, L22, L42, L60, M21

Suggested Citation

Johnsen, D. Bruce, Directed Brokerage, Conflicts of Interest, and Transaction Cost Economics. Arizona State Law Journal, Forthcoming; George Mason Law & Economics Research Paper No. 08-24. Available at SSRN: https://ssrn.com/abstract=1125419

D. Bruce Johnsen (Contact Author)

George Mason University - School of Law ( email )

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PERC - Property and Environment Research Center

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