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Short selling can be controversial, especially among management teams of companies whose stocks traders are betting that their prices will fall. And a new spike in alleged “naked short selling” among microcap stocks is making several management teams angry enough to threaten legal action:
Taking a long position means buying a stock and holding it, hoping the price will go up.
Shorting, or short selling, is when an investor borrows shares and immediately sells them, hoping he or she can buy them again later at a lower price, return them to the lender and pocket the difference.
Covering is when an investor with a short position buys the stock again to close a short position and return the shares to the lender.
If you take a long position, you might lose all your money. A stock can go to zero if a company goes bankrupt. But a short position is riskier. If the share price rises steadily after an investor has placed a short trade, the investor is sitting on an unrealized capital loss. This is why short selling traditionally has been dominated by professional investors who base this type of trade on heavy research and conviction.
Read: Short sellers are not evil, but they are misunderstood
Brokers require short sellers to qualify for margin accounts. A broker faces credit exposure to an investor if a stock that has been shorted begins to rise instead of going down. Depending on how high the price rises, the broker will demand more collateral from the investor. The investor may eventually have to cover and close the short with a loss, if the stock rises too much.
And that type of activity can lead to a short squeeze if many short sellers are surprised at the same time. A short squeeze can send a share price through the roof temporarily.
Short squeezes helped feed the meme-stock craze of 2021 that sent shares of GameStop Corp.
GME,
and AMC Entertainment Holdings Inc.
AMC,
soaring early in 2021. Some traders communicating through the Reddit WallStreetBets channel and in other social media worked together to try to force short squeezes in stocks of troubled companies that had been heavily shorted. The action sent shares of GameStop soaring from $4.82 at the end of 2020 to a closing high of $86.88 on Jan. 27, 2021, only for the stock to fall to $10.15 on Feb. 19, 2021, as the seesaw action continued for this and other meme stocks.
Let’s say you were convinced that a company was headed toward financial difficulties or even bankruptcy, but its shares were still trading at a value you considered to be significant. If the shares were highly liquid, you would be able to borrow them through your broker for little or almost no cost, to set up your short trade.
But if many other investors were shorting the stock, there would be fewer shares available for borrowing. Then your broker would charge a higher fee based on supply and demand.
For example, according to data provided by FactSet on Jan. 23, 22.7% of GameStop’s shares available for trading were sold short — a figure that could be up to two weeks out-of-date, according to the financial data provider.
According to Brad Lamensdorf, who co-manages the AdvisorShares Ranger Equity Bear ETF
HDGE,
the cost of borrowing shares of GameStop on Jan. 23 was an annualized 15.5%. That cost increases a short seller’s risk.
What if you wanted to short a stock that had even heavier short interest than GameStop? Lamensdorf said on Jan. 23 that there were no shares available to borrow for Carvana Co.
CVNA,
Bed Bath & Beyond Inc.
BBBY,
Beyond Meat Inc.
BYND,
or Coinbase Global Inc.
COIN,
If you wanted to short AMC shares, you would pay an annual fee of 85.17% to borrow the shares.
Starting last week, and flowing into this week, management teams at several companies with microcap stocks (with market capitalizations below $100 million) said they were investigating naked short selling — short selling without actually borrowing the shares.
This brings us to three more terms:
A short-locate is a service a short seller requests from a broker. The broker finds shares for the short seller to borrow.
A natural locate is needed to make a “proper” short-sale, according to Moshe Hurwitz, who recently launched Blue Zen Capital Management in Atlanta to specialize in short selling. The broker gives you a price to borrow shares and places the actual shares in your account. You can then short them if you want to.
A nonnatural locate is “when the broker gives you shares they do not have,” according to Hurwitz.
When asked if a nonnatural locate would constitute fraud, Hurwitz said “yes.”
How is naked short selling possible? According to Hurwitz, “it is incumbent on the brokers” to stop placing borrowed shares in customer accounts when supplies of shares are depleted. But he added that some brokers, even in the U.S., lend out the same shares multiple times, because it is lucrative.
“The reason they do it is when it comes time to settle, to deliver, they are banking on the fact that most of those people are day traders, so there would be enough shares to deliver.”
Hurwitz cautioned that the current round of complaints about naked short selling wasn’t unusual and even though short selling activity can push a stock’s price down momentarily, “short sellers are buyers in waiting.” They will eventually buy when they cover their short positions.
“But to really push a stock price down, you need long investors to sell,” he said.
Lamensdorf said the illegal naked shorting that Verb Technology Co.
VERB,
Genius Group Ltd.
GNS,
and other microcap companies have been recently complaining about might include activity that isn’t illegal.
An investor looking to short a stock for which shares weren’t available to borrow, or for which the cost to borrow shares was too high, might enter into “swap transactions or sophisticated over-the-counter derivative transactions,” to bet against the stock,” he said.
This type of trader would be “pretty sophisticated,” Lamensdorf said. He added that brokers typically have account minimums ranging from $25 million to $50 million for investors making this type of trade. This would mean the trader was likely to be “a decent-sized family office or a fund, with decent liquidity,” he said.
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“It’s like being robbed in a library, but you can’t shout ‘Thief!’ because there are ‘Silence, please’ signs everywhere.”
That’s how Roger Hamilton, chief executive of Genius Group Ltd.
GNS,
describes the powerlessness he feels as U.S. securities rules prevent him from discussing his company’s share price, even as it comes under attack from a group of naked short sellers.
The Singapore-based education company on Thursday announced it had appointed a former FBI director to lead a task force investigating alleged illegal trading in its stock that it first addressed in early January.
The news sent the stock up a record 290% on Thursday, and it climbed another 59% on Friday. Volume of about 270 million shares traded in Thursday’s session crushed the daily average of about 634,000 — another indicator, Hamilton told MarketWatch in an interview Friday, of wrongdoing, given that the company’s float is just 10.9 million shares. “Clearly, that’s far more shares than we created,” he said.
Genius Group has evidence from Warshaw Burstein LLP and Christian Levine Law Group, with tracking from Share Intel, that certain individuals and/or companies sold but failed to deliver a “significant” amount of its shares as part of a scheme seeking to artificially depress the stock price.
The company is now exploring legal action and is planning an extraordinary general meeting in the coming weeks to get shareholder approval for its planned actions. These include paying a special dividend as a way to flush out bad actors and working with regulators to share information.
Share Intel uses tracking software in real time to determine exactly where there are discrepancies in the market and where brokers are opening large positions, Hamilton said. The software can measure the number of shares that are being naked shorted and has found multiple instances where significant amounts of fake shares were being created, said Hamilton.
Naked short selling is illegal under Securities and Exchange Commission rules, but that hasn’t stopped the practice, which Hamilton said affects far more companies than is generally known.
In regular short trading, an investor borrows shares from someone else, then sells them and waits for the stock price to fall. When that happens the shares are bought cheaper and returned to the prior owner, with the short seller pocketing the difference as profit.
In naked short selling, investors don’t bother borrowing the stock first and simply sell shares with a promise to deliver them at a later date. When that promise is not fulfilled, it’s known as failure to deliver.
By repeating that process again and again, bad actors can generate massive profits and manipulate a stock’s price lower, with an ultimate goal of driving a company to bankruptcy, at which point all the equity is wiped out and the naked shorts no longer need to be covered.
Hamilton said the evidence gathered by Genius Group shows a great deal of the illegal activity is happening on U.S. exchanges, but there’s also activity happening off-exchange and involving dark pools.
The company is fighting back “because we want this to stop,” Hamilton told MarketWatch. “They’re taking value away from our shareholders. They’re predators. They’re doing something illegal, and we want it to stop, whether that means getting regulators to enforce existing regulations or put new ones in place.”
Public companies have to have committees to monitor and report internal fraud to protect shareholders, he said. But there is no such team looking for external fraud and many retail investors see stocks being manipulated, he said.
“Hopefully, regulations will change and regulators will see there are as many, if not more, threats from outside a company,” he said.
Genius Group is not alone, said Hamilton. He cited among other examples Torchlight, an oil- and gas-exploration company that decided to merge with Metamaterial Inc. to thwart a naked-short-selling attack.
The stock rose from 30 cents to $11 in the six months after the deal was completed, and the company was able to raise about $183 million through a combination of convertible debt and equity. An interview Hamilton conducted with Torchlight’s former CEO, John Brda, can be found below.
Then there’s Jeremy Frommer, CEO of Creatd Inc.
CRTD,
which aims to unlock creativity for creators, brands and consumers, who is behind Ceobloc, a website that aims to end the practice of naked short selling.
“Illegal naked short selling is the biggest risk to the health of today’s public markets,” is how the site introduces its mission.
On Friday, the stock of Helbiz Inc.
HLBZ,
joined Genius Group in rocketing higher in high volume, after that company said it, too, was taking on naked short sellers.
The New York–based maker of e-scooters and e-bicyles said that it was following Genius Group’s example and that it believes “certain individuals and/or companies may have engaged in illegal short selling practices that have artificially depressed the stock price.” The stock had plummeted 64% over the three months through Thursday’s close at 12.31 cents.
Genius Group’s stock, which went public in April 2022 at $6 a share, has gained more than 600% this week. The S&P 500
SPX,
has gained 1.1% over the same four trading sessions.
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Danish biotechnology companies Novozymes AS
NZYM.B,
and Chr. Hansen Holding AS
CHR,
said Monday they have agreed to merge, creating a biological solutions provider with combined annual revenue of around 3.5 billion euros ($3.69 billion).
The companies, which produce products such as enzymes, probiotics and biopharmaceutical ingredients, said the combination between two strategically complementary businesses will drive efficiencies while unlocking potential within biosolutions and providing additional growth opportunities.
“Novozymes and Chr. Hansen share the strong conviction that our combined scale, know-how, commercial strengths, and innovation excellence will drive value for our shareholders, customers and society at large,” said Novozymes Chief Executive Ester Baiget.
The deal will see Chr. Hansen shareholders receive 1.5326 new B-shares in Novozymes for each Chr. Hansen share, reflecting an implied premium of 49% to Chr. Hansen’s closing share price on Friday and valuing each Chr. Hansen share at 660.55 Danish kroner ($93.53) a share.
Novo Holdings AS, the largest shareholder in both Novozymes and Chr. Hansen, will support the proposed merger and exchange its 22% stake in Chr. Hansen at an exchange ratio of 1.0227 new B-shares in Novozymes.
The companies said they see annual revenue synergies of EUR200 million within four years after completion of the deal.
Write to Dominic Chopping at dominic.chopping@wsj.com
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The Federal Trade Commission on Thursday sued Microsoft Corp. to block its $69 billion deal to buy Activision Blizzard Inc.
The acquisition, which would be Microsoft’s
MSFT,
largest and the biggest ever in the video gaming industry, would “enable Microsoft to suppress competitors to its Xbox gaming consoles and its rapidly growing subscription content and cloud-gaming business,” the FTC claimed.
“Microsoft has already shown that it can and will withhold content from its gaming rivals,” Holly Vedova, director of the FTC’s Bureau of Competition, said in a statement. “Today we seek to stop Microsoft from gaining control over a leading independent game studio and using it to harm competition in multiple dynamic and fast-growing gaming markets.”
FTC members pointed to Microsoft’s record of “acquiring and using valuable gaming content to suppress competition from rival consoles,” including its acquisition of ZeniMax, parent company of Bethesda Softworks.
Microsoft President Brad Smith indicated the software giant will fight the lawsuit. In a statement, he said Microsoft has “been committed since Day One to addressing competition concerns.”
“While we believed in giving peace a chance, we have complete confidence in our case and welcome the opportunity to present our case in court,” Smith said.
Activision CEO Bobby Kotick, in a statement, said the suit “sounds alarming, so I want to reinforce my confidence that this deal will close. The allegation that this deal is anti-competitive doesn’t align with the facts, and we believe we’ll win this challenge.”
Still, In recent weeks Microsoft has taken steps to demonstrate to regulators its acquisition of Activision would not give it an unfair advantage in the gaming market. On Tuesday, Microsoft said it would bring the “Call of Duty” franchise to Nintendo Co.’s
7974,
Switch, a rival of Microsoft Xbox, and Microsoft has said it would make Call of Duty available on rival Sony Group Corp.’s
SONY,
PlayStation.
“It’s a bad idea,” Geoffrey Manne, president of the International Center for Law and Economics, said of the FTC’s lawsuit vs. Microsoft. “There may be markets in which some activities of some of these large tech companies cause concerns, but when they are expanding into new markets or enhancing competition in markets where they aren’t leaders, we should be encouraging them, not threatening them with lawsuits.”
The government’s action in administrative court marks the first serious regulatory threat to Microsoft’s business in more than two decades, when the Justice Department brought a landmark antitrust lawsuit against the software giant that took years and was settled in 2002. Since then, Microsoft had sidestepped antitrust scrutiny and Smith in particular has focused the glare on its tech rivals Amazon.com Inc.
AMZN,
Apple Inc.
AAPL,
Alphabet Inc.’s
GOOGL,
GOOG,
Google, and Facebook parent company Meta Platforms Inc.
META,
Read more: Microsoft’s shadowy presence in antitrust push is angering the rest of Big Tech
Shares of Microsoft are up 1% in trading Thursday. Activision’s
ATVI,
stock is down 1.5%.
The FTC’s lawsuit comes the same day it is heading to court in San Jose, Calif., in what is expected to be a three-week trial to bloc Meta’s $300 million acquisition of VR fitness app maker Within.
The trial is likely to showcase an intriguing look at the agency’s ability to stifle alleged anticompetitive conduct using largely untested legal theories at a time when Congress is sitting on tech antitrust legislation.
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Microsoft Corp. said late Tuesday it has made a “10-year commitment” to bring the massively popular “Call of Duty” videogame series to Nintendo Co. consoles, when — and if — its merger with Activision Blizzard Inc. is completed.
In a tweet late Tuesday night, Xbox head Phil Spencer announced the deal. “Microsoft is committed to helping bring more games to more people – however they choose to play,” he said, adding: “I’m also pleased to confirm that Microsoft has committed to continue to offer Call of Duty on @Steam simultaneously to Xbox after we have closed the merger with Activision Blizzard King.”
Microsoft is awaiting federal approval of its $68.7 billion acquisition of Activision.
A deal to share one of Activision’s
ATVI,
most lucrative videogame titles could appease some antitrust concerns from regulators. Spencer told Bloomberg News that a similar offer had been extended to rival Sony Corp.
SONY,
for its PlayStation consoles, but said that offer had so far been rebuffed.
A “Call of Duty” title has not been available on Nintendo since 2013.
In an interview with the Washington Post published Tuesday, Spencer said there was no Nintendo “Call of Duty” release date set yet, but that if the merger closes — it has a June 2023 target date — future “Call of Duty” games would be released for all platforms at once. “Once we get into the rhythm of this, our plan would be that when [a Call of Duty game] launches on PlayStation, Xbox, and PC, that it would also be available on Nintendo at the same time,” he told the Post.
Nintendo shares
7974,
rose slightly in Tokyo trading following the news. Microsoft shares
MSFT,
fell Monday, and are down 17% year to date, compared to the S&P 500’s
SPX,
17% decline this year.
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NEW YORK — Digital media company BuzzFeed is cutting 12% of its workforce, citing worsening economic conditions.
The New York company, which made the announcement in a regulatory filing on Tuesday, did not disclose how many workers it was letting go. According to the data firm FactSet, BuzzFeed has 1,522 employees, which would mean roughly 180 of them would be laid off.
Advertisers, on which BuzzFeed relies, have broadly pulled back spending to address rising costs. Spending on advertising is typically among the most elastic items in a company’s budget and is often the first place to see cuts.
“In order for BuzzFeed to weather an economic downturn that I believe will extend well into 2023, we must adapt, invest in our strategy to serve our audience best, and readjust our cost structure,” Jonah Peretti, co-founder and CEO, wrote in a letter to staff.
Social media and other companies who rely on digital advertising have also recently announced layoffs, including Facebook parent Meta, Twitter, Snap and Gannett.
In addition to economic conditions BuzzFeed on Tuesday cited redundancies in its workforce related to the integration of Complex Networks, a youth entertainment company, which it acquired last year from Verizon and Hearst for $300 million.
The job cuts are expected to be completed by the end of the first quarter of 2023, BuzzFeed said, and expects charges related to the job cuts of between $8 million and $12 million. Those would be booked in the fourth quarter of this year.
Shares of BuzzFeed fell more than 4% in midday trading, to $1.09 each. They traded close to $10 less than two years ago, when the company went public via a merger with a special purpose acquisition company (SPAC).
BuzzFeed, founded by Peretti in 2006 and initially known for listicles and online quizzes, has established itself as a serious contender in the news business, winning a Pulitzer last year for international reporting. Its other brands include Tasty, the world’s largest social food network.
It has been buying up competitors, including HuffPost, the media outlet founded in 2005 as The Huffington Post, from Verizon Media in 2020.
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LORDSTOWN, Ohio — Commercial electric vehicle startup Lordstown Motors has received approval to ship the first batch of its first model, the Endurance pickup.
The company announced Tuesday that the first units of the initial batch of 500 trucks were leaving the plant after they passed safety tests and hit several key benchmarks needed to be sold. It did not state how many of the pickups have been made.
The trucks were built in an old General Motors small-car assembly plant in Lordstown, Ohio, near Cleveland, that was purchased last year by Taiwan’s Foxconn Technology Group, the world’s largest electronics maker.
“I am very proud of the Lordstown Motors and Foxconn EV Ohio team for their hard work, grit and tenacity in achieving this milestone,” said Edward Hightower, the company’s president and CEO. Production of the vehicles remains slow, though, but the company reiterated that “volume will accelerate as we resolve supply-chain constraints.”
Earlier this year, Lordstown said it expected to produce 3,000 of its flagship Endurance electric trucks before the end of 2023.
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