Payment for Order Flow 1 Christine A. Parlour GSIA, Carnegie Mellon University, And Securities and Exchange Commission Mail Stop 1105 450 5th Street Washington, DC 20549 E-mail: [email protected] Uday Rajan GSIA, Carnegie Mellon University Pittsburgh, PA 15213. E-mail: [email protected] 1 We are grateful to Leslie Marx, W. Atkinson, D. Gray, B. Hollield, L. Lightfoot, M. Ready, and seminar participants at the NBER Microstructure meetings for helpful discussions. 2 The US Securities and Exchange Commission, as a matter of policy, disclaims any responsibility for any private publication or statements by any of its employees. The views expressed herein are those of the authors and do not necessarily reect the views of the Commission, or of the author's colleagues on the sta of the Commission. 1 Payment for Order Flow Abstract We develop a dynamic model of price competition in broker and dealer markets. Competing market makers quote bid-ask spreads, and competing brokers choose a commission to be paid by an investor. Investors, who submit either market or limit orders, choose a broker to minimize total transaction costs. In this environment, payment for order ow unambiguously increases spreads and increases the ratio of limit to market orders. It can lead to lower brokerage commissions, but higher market-maker spreads, thereby increasing the total transactions cost for market makers. We provide testable predictions on the mix of limit to market orders. 1 Introduction and Institutional Arrangements Retail order ow is a valuable commodity. It is purchased by market makers either for direct cash payments, by payment in services (for example, Merrill has a clearing arrangement with Knight Securities) or through aÆliation arrangements (e.g., Schwab and Mayer{Schweizer).1 The issue of payment for order ow is inextricably bound with that of \Best Execution." Briey, the latter arises out of the common law duciary responsiblity of an agent to obtain the best terms for a customer. In securities markets, this is interpreted as obtaining the best possible price for the customer. Typically, in payment for order ow contracts, irrespective of the method of payment, the market maker guarantees a price to the customer no worse than the best price currently available.2 Such an agreement is equivalent to a price matching agreement. It is an open policy question whether payment for order ow impedes competition in a dealer market. One intuition is that consumers only care about the total price they pay for executing a trade: that is, the spread they are exposed to and the intermediation cost they have to pay to brokers. If payment for order ow is simply a transfer from market makers to brokers, then, given erce competition in the retail broker market, such transfers should ow back to the consumer either through lower commission costs or through trading enhancements.3 Payment for order ow, thus, may be an innocuous side payment that exercises no deleterious eects on consumers. A competing intuition (dating back to Salop, ????) is that price-matching agreements obviate Bertrand competition. That is, in any one{shot price game, if there is a price{matching agreement, there is no incentive to cut prices, and hence we should not expect to observe price equal to marginal cost. Therefore, given that payment for order ow agreements include explicit price{matching commitments, we should be wary of their eects on competition. The purpose of this paper is to provide a theoretical framework to examine the eect of payment for order ow on the net costs paid by retail investors to execute 1A survey of such arrangements is presented in a 1991 report to the NASD Board of Governors \Inducements for Order Flow," and in the SEC document \Report on the Practice of Preferencing." 2 Formally, the market maker guarantees weak price improvement over the best bid and oer currently posted (NBBO). The inclusion of such provisions allows brokers to full their best execution obligations. 3 For example, easy to navigate web sites with links to market relevant information can make trading easier. 1 trades. Thus, we seek to understand how such contracts aect competition in the secondary market and competition in the brokerage market. To examine these questions, we provide a dynamic model of price competition in the broker and dealer markets. We nd that payment for order ow can be a way in which brokers capture surplus from the market makers, without passing it on to consumers. Further, we show that while intermediation costs may be lower under payment for order ow, the total cost paid by retail investors (including the spread) is higher. The central intuition of our paper is that brokers and market makers value limit orders dierently. Specically, for market makers a limit order represents a competiting liquidity supplier. Thus, a limit order on the books is a potential foregone trade. The value to him of an incoming market order depends on the state of his limitorder book. Such states are unobservable, and thus non{contractible. Brokers, by contrast, receive commissions on both limit and market orders (albeit with diering probabilities), and thus view both as a source of revenue. Theoretical and empirical work to date has focused on the eects of payment for order ow on quoted spreads at the NYSE: for example, Battalio, Greene and Jennings (1997, 1998), Battalio (1997), Easley, Keifer and O'Hara (1996), and Chordia and Subrahmanyam (1995). Competition between the NYSE and regionals is one between a large dominant specialist and oor brokers and smaller specialists. The outcomes that one might expect in this market are dierent from those on Nasdaq, which is characterized by competing market makers who set quotes. Several studies have specically looked at the eect of payment for order ow in dealer markets such as Nasdaq. Bloomeld and O'Hara (1998) examine the question in an experimental context, and nd that, the more order ow that is preferenced, the wider the spreads. Our work is closely related to Dutta and Madhavan (1997), who also consider an innitely repeated game. One point of departure from their work is that we explicitly model the order routing strategies of brokers and consider the eect of payment for order ow on the total price paid by consumers. Kandel and Marx (1999) consider long run equilibrium in a dealer market in which there is payment for order ow. They consider the eects of such payment and the existence of dierent order execution systems on the number of market makers in a particular stock. We are interested in the interaction between the broker market and the market maker in the presence of payment for order ow, and thus we model competition for clients between brokers. We also include competition between limit order suppliers 2 and market makers. Our work then, is a complement in that it does not consider entry and exit of maker makers, but rather takes the market participants as given and then determines the outcome of competition. Battalio and Holden (2001) consider a variant of Glosten and Milgrom (1985) with payment for order ow. They consider the total cost paid by consumers, that is, broker commission fees plus a liquidity premium. They impose a zero prot (or competitive) condition on quoted spreads, and thus do not examine how such contracts aect competition in either market. We describe the model in Section 2. Section 3 develops properties of the value functions for both brokers and market makers. In Section 4 we consider the outcomes of the game with no payment for order ow. We contrast this with the outcomes that obtain in the presence of payment for order ow in Section 5, and determine the equilibrium level of this payment in Section 6. Section 7 concludes. All proofs appear in the appendix, Section 8. 2 The Model We consider an innite horizon model with three types of players: investors, brokers and market makers. Market makers supply liquidity by quoting spreads. Brokers are intermediaries between investors and market makers, and charge a fee for access to the market. Investors may either demand or supply liquidity; that is, they submit either a market order or a limit order. There is one asset being traded. At each of times t = 0; 1; : : :, the following stage game is played. First, each market maker, m = 1; : : : ; M , quotes a spread, sm . Since we focus on liquidity provision, we assume that the underlying asset value is known to all agents. Therefore, rather than model bid and ask prices directly, we examine the spread. In the secondary market, a market buy order pays the underlying value plus s2m , and a market sell order receives this value minus s2m . Thus, s2m is the cost of demanding liquidity in the secondary market. Next, each broker, b = 1; : : : B , quotes a commission cb , and an order routing strategy. The commission is paid by an investor whenever a trade is executed. An P order routing strategy is denoted by rb : M ! [0; 1], where M m=1 rb (m) = 1. For each broker b, rb (m) denotes the probability that the broker will send an order to market maker m. 3 Collectively, the order routing strategies imply a probability that any particular retail order will be routed to a specic market maker. Let pm denote this probability. P Then, pm = Bb=1 rb (m). Finally, an investor arrives, and submits either a market order, a limit order or no order. In the former two cases, she also chooses which broker to submit an order to. Let qb denote the probability that she chooses broker b. In any given period, let pm denote the total probability that market maker m receives an order. Then, P pm = B b=1 qb rb (m). A time line of events in the stage game is presented in gure 1. Market-makers quote spreads, sm Brokers choose commission, cb , order-routing strategy, rb Investor arrives: chooses order, broker Figure 1: Events at each stage In Section 6 we add a contracting stage to the model, before the stage game at time 0 is played. A contract is an agreement by a broker to route a proportion of his order ow to a specic market maker, and species a fee, , for each market order that the broker sends to the market maker. As we are focusing only on liquidity provision, we assume that buy orders and sell orders are equiprobable. In each period t, a single investor arrives. The investor has a personal valuation for liquidity. Suppose he sends his order to broker b, who routes it to market maker m. If the order is a market order, it is executed immediately, and the total cost of execution to the investor is (cb + s2m ). If he submits a limit order, then, if it is executed, he pays cb to the broker, as before. However, the investor also chooses a price which may be dierent from the true underlying value. Suppose that the limit order submitter buys at the Bid and sells at the Ask, then this price improvement decreases his overall cost of trading. Indeeed, if a limit order to buy (sell) trades at the corresponding ask (bid), the investor obtains an additional benet of s2m . Therefore, his total execution cost is (cb s2m ). To focus on the costs to each of the traders, we dene the trading cost of liquidity demanders, T d (s; c) = c + s2m , the trading cost of liquidity suppliers, T s (s; c) = c s2m and the expected trading cost, T(s; c) = T s(s; c)+ T d(s; c), of a retail investor. (All 4 these are dened with reference to a stationary equilibrium which we dene below.) Let denote the probability that the investor submits a market order, and the probability that she submits a limit order. These probabilities are modeled exogenously as functions of s and c, the spread and commission faced by the investor. We assume that + 1, with decreasing in (c + 2s ), and decreasing in (c 2s ). That is, is decreasing in both c and 2s , whereas decreases in c and increases in 2s . Hence, s ; c < 0, s > 0 and c < 0. This reects the fact that limit order submitters are supplying liquidity, and therefore benet from a large spread, whereas market order traders demand liquidity. Hence, in comparing two equilibria, the one with the weakly higher spread will have a higher ratio of limit to market orders. We assume that these probabilities are functions only of the current set of intermediation fees and spreads.4 Limit orders are not executed immediately: they stay on the books for one period. In the next period, if a matching market order comes in, the limit order on the books is executed. If not, it simply drops out. Therefore, there are two possible `limit book' states which a market maker can face: either his book has a limit order on one side, or not. All brokers and market makers have a common discount factor, Æ . We focus on pure strategy, stationary equilibria of this innitely-repeated game. In such an equilibrium, each market maker quotes the same spread, s, at each t, and each broker b chooses the same c and r at each t. We term such equilibria stationary equilibria. In the presence of competition, both market makers and brokers wish to charge lower prices than their competitors, in an attempt to capture a higher share of the market. This naturally leads to consideration of equilibria in which they choose equal prices. Equilibria with positive prots for brokers and market makers are sustained in our model by the threat of deviating to zero-prot strategies for ever. That is, following any deviation by a market maker, all market makers earn zero prots for the remainder of the game. This punishment strategy has an impact on limit order submitters. Though the choice between market and limit orders is exogenous in our model, our limit order traders are strategic: they choose a spread at which to submit their competing liquidity supply. Suppose a limit order submitter undercuts the prevailing spread in 4 This can be justied, for example, with a countable number of investors, out of which one is randomly drawn each period. 5 the market. Then, she will represent the lowest posted quote (on that side of the market), and will thus receive any incoming market order, increasing her execution probability. However, given that she has undercut the spread, the market maker who received her order is quoting a lower spread on that side of the market, and thus, next period, will have to report a `lower quote'. This will entail punishment from other market makers in subsequent periods, leading to zero prot for the rest of the game. Hence, this market maker will maximize his one-shot prot by undercutting the existing limit order, so that the limit order submitter is faced with a zero execution probability. Suppose, instead that the limit order submitter quotes at the stationary spread. In this case, the market maker will not automatically face a punishment phase the next period and thus will not have an incentive to undercut the posted limit order. Rather, he will incorporate it into his quote, with the limit order having priority in execution.5 Thus, limit order submitters optimally quote at the stationary spread. 3 Payos in the Innite Game It is well known that, in repeated games, prices above competitive levels can be sustained in equilibria with punishment phases. Indeed, the folk theorem asserts that any payos above minmax levels can be sustained with the appropriate discount rate. While this is a state-dependent game (as there are dierent possible states of the limit order book), it suggests that there are potentially a wide range of outcomes. To simplify the model, we restrict attention to strategies with innite punishment phases. That is, deviations are punished by reversion to the competitive outcome in perpetuity.6 First, we characterize payos to a market maker, when all brokers charge a constant fee of c and route to him so that the probability of an order arriving is p. Let J (0; s; p; c) denote the expected present value of the payos to this market maker if he has an empty book and let J (1; s; p; c) denote the payos to him when he has a 5 The legislation covering limit orders in the OTC market are governed by the 1996 Order Handling rules and the Manning Rules. Although over-the-counter market makers are not required to accept limit orders, they also are not permitted to refuse to accept certain limit orders in a manner that unfairly discriminates among customers. Securities Exchange Act Release No. 35751 (May 22, 1995), 60 FR 27997 ("Manning II"), at n.19. 6 An innite punishment phase will ensure that the highest possible prices can be maintained. 6 limit order on his book. In both cases, he, and all other market makers are charging a spread of s. Further, we write and for the probability of a market and limit order respectively, suppressing the dependence on (s; c). If either no order or a market order arrives, he continues to have an empty book in the next period. In the latter case, he earns 2s with probability p (i.e., if the market order is routed to him). If a limit order arrives, then, with probability p, his state next period is 1, and with probability (1 p), it is 0. Hence, s J (0; s; p; c) = p( ) + ÆJ (0; s; p; c) + Æ [pJ (1; s; p; c) + (1 +(1 2 )ÆJ (0; s; p; c) s p)J (0; s; p; c) + Æ pJ (1; s; p; c) + p( ): J (0; s; p; c) = Æ (1 p)J (0; s; p; c)] 2 (1) Next, consider J (1; s; p; c), the expected present value of payos when the market maker has a previous limit order on his books. If either no order or a market order arrives, his state next period is 0: the existing limit order is either lled, or expires unlled. In addition, with probability p2 , there is a market order on the same side of the market as the limit order. Such an order is lled by the market maker, who earns 2s on it. Finally, if there is a new limit order, the old one expires unlled, but the state remains J (1; s; p; c). Hence, J (1; s; p; c) = p s ( ) + ÆJ (0; s; p; c) + Æ [pJ (1; s; p; c) + (1 2 2 +(1 )ÆJ (0; s; p; c) J (1; s; p; c) = Æ (1 p)J (0; s; p; c) + Æ pJ (1; s; p; c) + ps 4 : p)J (0; s; p; c)] (2) From these expressions for J (0; s; p; c) and J (1; s; p; c), we can solve for the respective value functions in closed form. Lemma 1 Suppose all brokers charge c, all marker makers charge s, and each broker routes to a particular market maker with probability p. Then, for that market maker, Æ p) ; 4(1 Æ ) p s(1 + Æ (1 p)) J (1; s; p; c) = : 4(1 Æ ) J (0; s; p; c) = p s(2 Consider, analogously, the prots to a broker who charges c to clients, when all other brokers charge the same amount. There are two possible situations that a 7 broker can face. She either does, or does not, have a limit order awaiting execution from the previous period. Let 0 denote the state that the broker does not have an outstanding limit order awaiting execution and let 1 denote the state where she does. As with the market makers, these are idiosyncratic states that reect the past history of order ow. Suppose the state is 0, that is, there is no limit order on the books. Then, with probability (s; c), a market order comes in, and broker b earns qc. Further, with probability q (s; c), next period's state is 1, and with probability (1 q (s; c)), it is 0. Hence, H (0; s; c; p; q ) = cq + Æ fq H (1; s; c; p; q ) + (1 q )H (0; s; c; p; q ) g (3) Next, consider the 1 state. Broker b has an outstanding limit order with market maker m. With probability q , a market order comes in to broker b. She earns c on this order. With conditional probability 2p , this order trades against her previous limit order (with probability 12 , it is on the right side of the market, and with overall probability p, it goes to the same market maker), which also earns c. Finally, the state next period is 1 with probability q and 0 with probability 1 q . Hence, H (1; s; c; p; q ) = cq + cp 2 +Æ fq H (1) + (1 q )H (0)g (4) Lemma 2 Suppose all brokers charge c, all marker makers charge s, and each broker routes to a particular market maker with probability p. Then, for that broker q (s; c)c[1 + pÆ 2(s;c) ] H (0; c; s; q; p) = 1h Æ (s; c)c q (1 + pÆ 2(s;c) ) + p(1 H (1; c; s; q; p) = 1 Æ Æ) i ; It is immediate that H (0; c; s; q; p) H (1; c; s; q; p) (for c 0). A broker who has an outstanding limit order can earn a commision fee on that limit order with positive probability this period. In our formulation of the problem, the probability that a particular market maker gets a market order is independent of the state of the book. Intutively, this amounts to the assumption that a broker (such as E*Trade), in the absence of payment for 8 order ow, does not keep track of unlled limit orders that have been posted at market makers. One can interpret this as an assumption that monitoring the market makers book to determine if the unlled limit orders belong to one of their clients is overly burdensome. Finally, observe that we constructed the value functions under the implicit assumption that limit order submitters do not undercut the spread. Could a limit order submitter undercut the posted spread and take the whole market? Suppose that he does so, then, in stationary equilibrium as there is a punishment phase whenever the quote spread deviates from the equilibrium one, the limit order trader will be undercut before the next order arrives and thus his order would never execute. So, for a limit order trader the choice is to set a spread of zero or obtain a strictly positive payo by pricing at the current spread. The latter is optimal. 4 Oligopolistic Behavior with no Payment for Order Flow We now turn to the case of M 2 and B 2, so that there is competition between each type of agent. In this section, we assume that contracts for order ow cannot be signed. In the next section, we turn to payment for order ow. First, we show that it is a subgame-perfect equilibrium for each market maker to set s = 0, and for each broker to set c = 0. This competitive outcome, clearly, denes the best outcome for the consumer: the expected trading cost is zero for market order submitters. Therefore, this is a natural benchmark against which to compare the eects of payment for order ow. Proposition 1 In the absence of payment for order ow, there is a subgame-perfect equilibrium with the following features: (i) each market maker, m = 1; : : : ; M , charges sm = 0, (ii) each broker, b = 1; : : : ; B , charges cb = 0, (iii) each broker routes orders to market maker m with probability (iv) all investors who arrive choose broker b with probability B1 . M, 1 In this rst best outcome, liquidity is provided free of charge. Hence, there is no role for competing liquidity provision from investors and so all investors are indierent 9 between submitting market orders and limit orders. Thus, trading costs for all parties s;c) are zero, or T d (s; c) = T s (s; c) = 0. The ratio of limit to market orders, ((s;c ) unambiguously increases in the spread. Thus, the ratio in this competitive case provides a benchmark for other cases. Hence, the ratio of limit to market orders is a proxy for the degree of competition in the marketplace. 7 Each market maker and broker earns zero prot in this subgame-perfect equilibrium. This is, therefore, the worst subgame-perfect equilibrium for them. Following the intuition of Abreu (1988), we show that other subgame-perfect equilibria are sustained by the threat of punishing deviators by playing the zero-prot equilibrium for ever, following any deviation. In characterizing these other subgame-perfect equilibria, we consider only innite punishment phases, following a deviation by any player. That is, a deviation results in the play of the zero-prot equilibrium for ever. Such punishment phases can be interpreted as periods of `erce competition.' Given the punishment strategies, deviation by any market maker or broker leads to positive prot in the deviating period, followed by zero prot for the rest of the game. Any spread s and intermediation fee c that satisfy the no{deviation conditions can be supported in subgame perfect equilibrium. The maximium spread that can be supported, for a given intermediation fee c, is the largest one so that market orders are still submitted. If no market orders are submitted, the market makers cannot make any prots. For a given c, dene s(c) = minfs j (s; c) = 0g. Since () is continuous, (s; c) > 0 for all s < s(c). We know that in any equilibrium, s s(c). If s > s(c) no market orders are submitted and a market maker can unilaterally deviate by decreasing his spread to increase his prot. Analagously, for a given s, dene c(s) = minfc j (s; c) = 0g. Then, (s; c) > 0 for all c < c(s). Thus, if brokers charge c they eectively drive all trade out of the market. Hence, any fee that they charge must be less than c(s). In equilibrium, if the discount factor is high enough (so that the no deviation conditions are satised), then any spread between 0 and s(c), and any commission between 0 and c(s), is sustainable. 7 Other, more complicated, zero prot equilibria can be sustained. In particular, the brokers could subsidize market orders, cm < 0 and make money from limit orders, cl > 0. In any such dierential fee equilibria, the fee for market orders must be less than the fee for limit orders. This is because brokers only receive a payment when market orders arrive, either directly through the fee or if the market order executes against an outstanding limit order. 10 Proposition 2 For every s; c such that s 2 [0; s(c)) and c 2 [0; c(s)), there exists a Æ suÆciently close to 1 such that there is a subgame-perfect equilibrium in which: (i) each market maker charges s in each period (ii) each broker charges c in each period (iii) each broker routes to each market maker with probability (iv) each investor chooses each broker with probability 1b . m, 1 and Hence, in equilibrium, both competition and collusion are sustainable. In particular, the spread charged by the market makers can even exceed the single-period monopoly spread, and the spread chosen by the brokers can exceed the single{period monopoly spread. Proposition 3 For any economy in which s; c are sustainable as an equilibrium, then there is an M ? and a B ? so that for (i) M > M ? it is more diÆcult to sustain s as an equilibrium spread. (ii) For M > M ? it is more diÆcult to sustain c as the equilibrium commission and for > B ? , it is more diÆcult to sustain c as the equilibrium commission. Thus, increasing the number of market makers has two eects. It makes collusive outcomes in the market making market and the brokerage market more diÆcult to sustain. Essentially, increasing the number of market makers reduces the payos to brokers as it reduces the probability of execution of limit orders. Hence, prots from limit order trading are reduced. Of course, in this stylized model, we do not consider added frictions such as switching costs (among brokers). Such frictions would give more local monopoly power to both brokers and MMs and would make collusion easier to sustain. Corollary 3.1 In the absence of payment for order ow, increases in the number of Market Makers lead to weakly lower spreads and intermediation fees, hence weakly lower transaction costs for consumers. What eects do the collusive outcomes have on order submission? Recall, that the payo to limit orders is increasing in the spread. That is, higher spreads mean that limit order trading is more protable and thus any situation that is characterised 11 by high spreads will have ceteris paribus more limit orders. Second, all trade is deterred when intermediation costs are high. Thus, equilibria with wider spreads are characterised by more limit orders and fewer market orders. While, equilibria with higher transaction costs are characterised by a lower volume of trade. Corollary 3.2 In the absence of payment for order ow, 1. Increases in the number of market makers, decrease the number of limit orders and increase the number of market orders. Thus, the ratio of limit orders to market orders decreases. 2. Increases in the number of brokers, increase the volume of trade. 5 Payment for Order Flow We now consider how payment for order ow contracts change the set of equilibria in the market place. First, we consider an environment in which all brokers and all market makers have signed contracts. All contracts specify a payment, , that a market maker pays to a broker on reciept of a market order. The brokers, who have signed contracts with all market makers, route to each market maker with probability M1 . Later, in section 6 we consider how such an outcome could arise and the equilibrium level of order ow payments. After the introduction of the 1996 Order Handling Rules, market makers are required to post limit orders in their quotes and to give precedence to limit orders.8 Thus, if the market maker has a limit order on his book and if that limit order goes o against a purchased market order, the market maker has incurred the cost of the market order, but has not reaped any of the benet. Further, undercutting the limit order, if it triggers a price war, can be very costly. To monitor the limit order book of any particular market maker would be time consuming and thus the order ow payment is not conditional on the idiosyncratic state of the book. Thus, a market maker must recoup enough money from each market order execution to reduce the cost incurred when he executes a limit order against a purchased market order. So, 8 Under the 1996 Order Handling rules, Securities Exchange Act Release No. 37619A (Sept. 6, 1996), 61 FR 48290 ("Order Handling Rules Release"), market maker that holds a customer limit order on one side of the market, priced better than the market maker's own quote, and a customer market order on the other side of the market cannot execute both orders as principal, rather than crossing the two orders, and thereby deprive the market order customer of the better price) 12 while it is immediate that if payment for order ow is positive, ( > 0), then spreads must be non{zero, a stronger result obtains. the maintained spreads in any stationary equilibrium must be larger than the order ow payment, that is 2s > . Lemma 3 In the presence of payment for order ow, in any stationary equilibrium, s 2 > . Such large spreads do not imply that consumers are worse o under payment for order ow. One argument that has been promulated is that, even with non{zero spreads it is possible that brokers commissions decrease suÆciently so that the savings are passed on to consumers. To examine this possibility we consider the lowest prot strategies for brokers. Recall, that limit order submitters benet from large spreads as this reduces their transactions costs, whereas market order submitters are hurt by increases in the spread as this increases their transaction costs. To determine if all the payment for order ow could be redistributed to consumers, we consider the lowest prot best responses of brokers that gives the lowest cost to market orders and the highest cost to limit orders. That is, we consider strategies that reduce transaction costs to market orders and increase those to limit orders to see if the net eect of payment for order ow could be transaction cost neutral. Proposition 4 Suppose that there is payment for orderow, so that > 0 then brokers are playing a best response if (i) Each broker receives > 0 for each market order. (ii) Brokers charge cl = 0 for limit orders and cm = for each market order. (iii) Brokers make zero prots. The dierence in fees for the two types of orders reects the dierent valuation for the two types of orders. When there is payment for order ow the total payment received by brokers for a market order is cm + : setting this to zero implies a subsidy for market orders. An immediate implication of Proposition (4) and lemma (3) is that, in constrast to an economy in which there is payment for orderow, there cannot be an equilibrium in which there are zero transaction costs for market order submitters. 13 Proposition 5 In the presence of payment for order ow, there does not exist a zero transaction cost equilibrium for market order submitters. Further, the fact that wide spreads are automatically generated by payment for order ow contracts and that the most that brokers will subsidize market order submitters is , payment for order ow represents a transfer from the retail investors who demand liquidity to the retail investors who supply liquidity. That is, market order submitters suer and limit order submitters gain. Thus, if both brokers and market makers are in erce competition and earning their minimum payos, limit order submitters are better o under payment for order ow, as their transaction costs are simply T S = 0 2s < 0, where s > 0, while market order submitters are worse o, as T D = + 2s > 0 and 2s > . It is an open policy question wether such a redistribution is benecial or desirable. We cannot address such questions in the context of the model. However, we do stress that low brokerage fees or even subsidies do not imply that consumer costs are lower than they would be in the absence of payment for order ow. Corollary 5.1 In any market in which there is positive payment for order ow, spreads are non{zero and much have a higher proportion of limit orders to market orders than non{payment for order ow markets. Payment for order ow contracts also have a strategic eect in the market place in that, for the same set of exogenous parameters, such contracts aect the equilibrium set of intermediation fees and spreads that can obtain. The possibility that such contracts aect the set of equilibrium spreads is a notion missing from the popular debate on payment for order ow.9 While cross{sectional eects can be tested in data, equilibrium eects cannot be. As in the previous section, we consider stationary equilibria that are sustained by innite punishment strategies. For brokers, we use proposition (4) that guarantees zero continuation prots and for market makers, they punish with the lowest spread that is consitent with a subgame perfect punishment strategy. To formalize this notion, let s? (c) = minf (s; c) s>2 9 See 2M (s Æs 2 ) g for example, A Penny for your Trade? Barron's 01/01/2001 page 43. 14 (5) Lemma 4 For all market makers in the market, with contracted payment for order ow , with an NBBO requirement, playing s? (c) is the minimum sustainable spread in the worst subgame perfect equilibrium. In characterising the equilibria that obtain, we distinguish between contracts that have a price matching or NBBO requirement and contracts that do not contain such a requirement. In single period games, it is well known that such price matching agreements are collusive. That is, in a one{shot Bertrand game such an agreement allows equilibria other than the zero prot one to be sustained. In repeated games, however as players have a wide range of punishment strategies it is unclear to what extent this allows collusive outcomes to be sustained. With an NBBO requirement, the incentive of market makers to reduce spreads to increase the business of the brokers with whom they are linked is removed. Decreasing spread cannot increase the volume of trade, it will only decrease their payos conditional on their order ow. So, the more order ow in the market has been assigned to particular market makers, the less incentive each market maker has to undercut price. In the extreme, in which all order ow has been dedicated, there is no incentive for a market market to reduce price as he will not attract any order ow as a result and will only reduce his prots on his next trade. Thus, if all order ow has been contracted, the no{ deviation constraint of the market makers will not bind and they will always be able to sustain the monopoly spread. Observe that for brokers, the NBBO requirement does not have an eect on their ability to sustain collusive outcomes. For any pair (s; c), we can determine what eect payment for order ow has on the ability of market participants to enforce collusive equilibria. The range of spreads that are sustainable for brokers are cm 2 [ ; c] and cl 2 [0; c], where c is dened such that (s; c) = 0. For market makers, the range of permissible spreads comes from the condition that J (0) 0. This can also be expressed as the condition that m 2 Æ 4 s We dene s(c) = s(c) = fmin s j satises equation (6)g fmax s j satises equation (6)g 15 (6) Thus, s(c) is the mimimun spread that gives market makers zero prots and s(c) is the maximum individually rational spread that they would charge. Observe, that the minimum spread sustainable is strictly positive and greater than in the no payment for order ow case and the largest sustainable spread is weakly smaller than the largest sustainable in the no payment for order ow case. For brokers as there is payment for order ow, the lower bound on intermediation fees is strictly lower if there is payment for order ow (i.e., the lowest intermediation fee can be negative), while the upper bound is the same. Finally, notice that in the proposition, we consider single intermediation fees for both market and limit orders. Proposition 6 For every s(c) 2 [s(c); s(c)] and c so that cm 2 [ ; c] and cl 2 [0; c], there is a Æ suÆciently close to 1 such that there is a subgame perfect equilibrium in which: (i) Each market maker charges s in each period. (ii) Each broker charges c in each period. (iii) Each broker routes to each market maker with probability (iv) Each investor chooses each broker with probability 1 M and B. 1 For a particular pair, (c; s) that are sustainable under both regimes, does payment for order ow make it more diÆcult or easier to sustain collusive outcomes? Consider intermediation fees and spreads that are attainable under both regimes. That is, consider pairs (c; s) that are individually rational under both payment for order ow and no payment for orderow. Then, Proposition 7 Take any spread and intermediation fee (s; c) that are sustainable in an economy with no payment for orderow then there is a B ? and a M ? , so that (i)For M > M ? it is easier to sustain s under payment for order ow. (ii) There is a B ? so that for B > B ? it is more diÆcult to sustain c. If there is an NBBO or price matching agreement then the set of parameter val16 ues that support high market maker spreads is higher, while there is more likely to be erce competition in the broker market. Payment for order ow, thus tends to reduce intermediation fees paid by consumers but increases spreads by eliminating any incentive to deviate from a collusive equilibrium. 6 Equilibrium Payment for Order Flow Contracts Is the consumer worse o under payment for order ow? The answer to this question depends on the total transaction costs incurred, which in turn depends on the equilibrium contracted payment for order ow, . Recall, that in a payment for order ow contract, Mb market makers sign with broker b and recieve M1b of the order ow. The contracting state is at time 0, before the game begins. Each broker is permitted to oer a contract, which may be accepted by one and only one market maker. These contracts, therefore, are exclusive arrangements between a broker and market maker. Under the terms of the contract, the broker agrees to devote all her orders to only the market maker who has accepted her contract. In return, the market maker agrees to pay the broker 0 for each market order he receives. The contracts, therefore, are parameterized by . The contracts are signed before an investor arrives at time 0, and are non-negotiable for the remainder of the game.10 First, we show that, in any situation in which the spread and intermediation fee is positive, signing a payment for order ow contract is a dominant strategy for a market maker and broker. Lemma 5 Suppose all market makers choose spread s > 0 in each period, and all brokers choose an intermediation fee c > 0 in each period. Suppose market maker m ~ and broker ~b do not have a contract. Then, regardless of any other contracts signed by other market makers or brokers, there is a ^ such that market maker m ~ and broker ~b both earn higher prots by signing a payment for order ow contract at ^. Once introduced, such contracts must become pervasive. Consider a broker who does not receive payment for order ow. If there is competition for intermediation services, he is unable to compete against those who receive money from market makers. He would, therefore, be driven out of the market. A market maker who does 10 In reality, such contracts are of course renegotiable. However, note that as each period in our model corresponds to transaction time it is reasonable to view such agreements as long term. 17 not have such contracts would receive no order ow and therefore has an incentive to enter into one. Brokers oer contracts to market makers that market makers will accept and that maximize prots. This of course, depends on what intermediation fees they believe they will be able to sustain in equilibrium. Thus, for a specic discount factor, Æ , suppose that brokers believe that a pair of spreads and intermediation fees, s(Æ ) and c(Æ ) are sustainable. Brokers will choose the payment for order ow that maximizes their prot subject to a participation constraint of the market makers. Proposition 8 In an equilibrium with endogenous payment for order ow with stationary punishment strategies then payment for order ow is given by (c; s) = s 2 " # 1 (s; c) Æ >0 2M Thus, we can provide comparative static properties on the level of payment for order ow. Corollary 8.1 In equilibrium, payment for order ow (i) Will be larger if the number of Market Makers is larger, or is increasing in M . (ii) The larger the probability of a limit order arriving,the smaller the payment for order ow. (iii) The higher the level of intermediation fees, the larger the payment for order ow. Thus, payment for order ow contracts have two distinct eects. First, by guaranteeing order ow to market makers, they eliminate incentives for market makers to compete on spread. Second, they redistribute rents from brokers to market makers, depending on their respective bargaining power in the intermediation market. 7 Conclusion We have developed a simple model to examine the eects of payment for order ow on competition in the retail broker market and the market making market. Payment for order ow changes the submitted order mix, and can hurt consumers. The equilibrium 18 is characterized by lower intermediation fees, but higher market making spreads. Lower commission fees should therefore not be taken as evidence that payment for order ow is innocuous. Further, by explicitly incorporating limit and market orders, the model provides testable implications on the order ow mix. In the non-payment for order ow equilibria, while wide or monopoly spreads can be supported in equilibrium, they might not be. Payment for order ow contracts essentially commit the MM's to the widest possible spreads. Consumer surplus, of course depends on both the intermediation fee charged by brokers and the spread. However, if the price formation mechanism provides a social externality | if it is used to price other contracts or for allocation of resources, then the fact that liquidity spreads are wide mean that it is less precise or `informative.' This, therefore is a potential cause for concern. Since spreads are wider when payment for order ow is positive, such contracts increase the proportion of limit to market orders. This observation ows directly from the decision process of agents. Payos to limit orders are increasing in the spread, therefore any equilibrium with a higher spread will have a higher percentage of limit orders in the order ow. Therefore, payment for order ow agreements should see an increase in liquidity provision by retail investors. Empirically, the model suggests that lower intermediation fees do not imply that the consumer is better o. Neither, however, do wider spreads imply that consumers are worse o. Rather, an appropriate test is the ratio of limit to market orders as this is a proxy for the degree of competition in the marketplace for liquidity. 19 8 Appendix Proof of Lemma 1 Subtract equation (2) from equation (1). This yields J (0; s; p; c) J (1; s; p; c) = , or J (0; s; p; c) = J (1; s; p; c) + 4p s . Substituting for J (0; s; p; c) in the RHS of 4 equation (1), we have ps J (1; s; p; c) = Æ (1 p)J (1; s; p; c) + Æ (1 p) p s(1 + Æ (1 = ÆJ (1; s; p; c) + p s(1 + Æ (1 J (1; s; p; c) = 4(1 Æ ) p)) ps p)) 4 4 + Æ pJ (1; s; p; c) + ps 4 : Now, J (0; s; p; c) = J (1; s; p; c) + 4p s , which yields J (0; s; p; c) = p s(2 4(1 Æ p) : Æ) Proof of Lemma 2 It is immediate that H (0; c; s; q; p) = H (1; c; s; q; p) cp 2 (7) ; so that H (0; c; s; q; p) < H (1; c; s; q; p). Further, from equation (4), we have Æ (1 q )H (0; c; s; q; p) = (1 Æq )H (1; c; s; q; p) p c(q + ) 2 Putting these last two equations together, we have Æ (1 q ) H (1; c; s; q; p) cp H (1; c; s; q; p) f1 2 = (1 c Æq )H (1; c; s; q; p) p Æ g = c q + (1 2 Æ + Æq )) Further, from (7), we have H (0; c; s; q; p)f1 cp f1 Æ g = H (1)f1 Æ g ( )2 Æ pq = c q + 2 20 p (q + ) 2 2 Æg Therefore, H (0; c; s; q; p) = H (1; c; s; q; p) = 1 1 ( c c Æ q+ Æ q+ Æ p 2 pq ) 2 (1 Æ (1 q )) Proof of Proposition 1 (i) Consider time t of the game. Suppose all market makers except market maker m choose s = 0 at each time > t, after ever possible history. Then, if market maker chooses any sm > 0, he does not receive any orders from brokers, so his prot is zero. Hence, choosing sm = 0, which also yields zero prots, is a best response for market maker m. (ii) Similarly, if all brokers except b choose c = 0 after every history, then broker b receives zero orders, and hence zero payo, by choosing cb > 0. Hence, choosing cb = 0 at time > t, regardless of history, is a best response. (iii) Since all market makers quote the same spread, any routing of orders is a best response by broker b. In particular, sending orders to each market maker with probability M1 is a best response. (iv) Since s = 0, and c = 0, = 1. All investors submit a market order. Since T d = 0 regardless of which broker is chosen, it is a best response to choose each broker with probability B1 . Proof of Proposition 2 The proof proceeds by a series of claims. First, we characterise the optimal deviation of a broker and a market maker if all other participants are playing the stationary strategy (s; c). Then, we establish the condition under which there is no gain from one shot deviation. For a given value of c, and a stationary spread of s, if market makers deviate they will do so in their 1 state to s~(c) = minfs; s^(c)g, where s^ is the spread which maximizes (s;c2 ) s . )s . If a marketGiven a value of c, dene s^(c) as the spread which maximizes (s;c 2 maker were a monopolist, this spread maximizes its single-period prot. In equilibrium, if the spread which the market makers are sustaining, s > s^, then the optimal 21 deviation by market maker i is to si = s^. However, if s < s^, the market maker cannot charge more than s, else it receives no orders. Instead, it would like to charge si = s , for some close to zero. This ensures that it captures all orders. Taking the limit as ! 0, its maximal prot is at si = s. Dene s~(c) = minfs; s^(c)g. This then, is the spread to which a market maker would deviate. When he has an empty book, he will not deviate from the equilibrium spread s if J (0; s; m1 ; c) (~s; c)~s. Similarly, when he has an unlled limit order in his book, he will not deviate if J (1; s; m1 ; c) (~s; c)~s. Since J (1; s; p; c) < J (0; s; p; c) for all p 2 (0; 1], the latter is a tighter condition. For a given value of s, and a stationary spread of c if a broker deviates he will do so in the 0 state to c~ = maxfc; c^g, where c^ maximizes the monopolist one shot prot. Next, consider the behavior of the brokers. In equilibrium, any deviation by broker j is punished by brokers B nfj g playing c = 0 forever. Hence, following a deviation at time t, broker j earns zero prot from any orders submitted in periods (t + 1) onwards. Suppose broker j deviates and plays c0 < c at time t.11 Then, at time t, she earns c0 with probability (s; c0 ). Further, she obtains a limit order with probability (s; c0 ). At time t + 1, she is punished and all other brokers play c = 0. Market makers benet from any decreases in the intermediation costs and thus do not seek to sustain high intermediation costs. We assume that all market makers continue to play s. For the broker who undercuts the existing prices, the probability of a market order at time t + 1 that can trade against her unlled limit order is (s;2 0) . Hence, the broker's prot from the deviation is c0 (s; c0 ) + Æ (s;c2m) (s;0) . Given a spread s, dene c^(s) as the commission that maximizes her prots from ) (s;0) deviating or, c (s; c) + Æ (s;c2m . For broker j , conditional on deviating, the maximal prot attainable is at c~ = maxfc; c^g.12 The payo to cooperating by a broker in a stationary equilibrium is just: 0 q (s; c) 1 Æ q (s; c) H (1; s; c; p; q; ) = H (1; s; c; p; q ) + 1 Æ H (0; s; c; p; q; ) = H (0; s; c; p; q ) + 11 We can ignore deviations to c > c, because the broker will not get any orders at this c . the optimal deviation to c < c is undened, so we take the limit of c as ! 0. 12 Again, 0 0 0 0 22 The dierence in equilibrium payos between the two states is simply If a broker deviates in the zero state, his prot will be (c + ) (s; c) + (s;c)pc 2 . cÆp (s; 0) (s; c) 2 If a broker deviates in the one state, then his prot will be c (c + ) (s; c) + (s; c)p + 2 cÆp (s; 0) (s; c) 2 Thus, conditional on deviating the continuation payos are the same and the dierence in prots if he deviates in the two states is simply, 2c (s; c)p. Thus, while his prots from deviating are higher in the 1 state, so are his continuation payos. Hence, brokers may deviate in either state. We assume that they will deviate in the 0 state. If Æ is suÆciently high then there is no gain from one shot deviation for Market Makers and Brokers Suppose there is a symmetric stationary equilibrium, in which all market makers charge s, all brokers charge c, p = m1 for all m, and q = 1b for all b. Suppose market maker i deviates. As argued, he will choose si = s~ = maxfs; s^g, for a prot in the deviating period (~s2;c)~s . In this equilibrium, (s; c) s 1 + Æ (1 J (1; s; p; c) = 4(1 (s;c) Æ) m m ) Hence, the no-deviation condition for market maker i is (s; c) s 1 + Æ (1 4(1 (s;c) m Æ) m ) (~ s; c)~ s 2 (8) If s 2 (0; s(c), the LHS is positive. Since the RHS converges to 0 as Æ ! 1, it is clear that, for Æ suÆciently close to 1, the LHS is greater than the RHS, and the no-deviation condition is satised. If s = 0, then, by Proposition 1, there exists a subgame-perfect equilibrium for all Æ . Next, consider broker j . She has no incentive to deviate if H (0; c; s; q; p) c~( (s; c~) + Æ (s; c~) 23 (s; 0) 2 ) In the stationary equilibrium prescribed, q = 1b , and p = M. 1 Hence, c (s; c) (1 + Æ 2(Ms;c) ) H (0; c; s; q; p) = (1 Æ ) B Therefore, the no-deviation condition for broker j is c (s; c) (1 + Æ 2(ms;c) ) (1 Æ ) b Æ (s; c) c (s; c) (1 + ) 2m c~ ( (s; c~) + Æ (s; c~) (1 (s; 0) 2 ) Æ ) b c~ ( (s; c~) + Æ (s; c~) (s; 0) ) (9) 2 For any c 2 (0; c(s)), the LHS is strictly positive. As Æ ! 1, the RHS converges to zero. Hence, for any c in this region, there exists a Æ suÆciently close to 1 such that the no-deviation condition is satised. Again, Proposition 1 covers the c = 0 case. Combining the no-deviation conditions for the market makers and brokers, there exists a Æ suÆciently close to 1 such that parts (i) and (ii) of the Proposition hold. Parts (iii) and (iv) are immediate, given that all market makers charge the same s and all brokers the same c. Proof of Proposition 3 The Æ above which there is no deviation is implictly dened by equation (16). Dene (s; s~; c) = (s; c)s : (~ s; c)~ s Since s~(c) = minfs; s^(c)g and s^ is the monopoly outcome, it is clear that (s; s~; c) 1, with strict equality if s < s^(c). Thus, equation (16) can be reexpressed as: Æ (c) 2M (s; s~; c) 2M + (s; s~; c) + (s;s~;cM) (s;c) Thus, this is increasing in M . The no{deviation condition for brokers is given by equation (??). Dene Æ (s; c) f (Æ; s; c) = c (s; c) 1 + 2M g (Æ; s; c~) = (1 ! Æ )B ce (s; ce) + Æ (s; ce) Thus, the condition can be expressed as f (Æ; s; c) g (Æ; s; c~) 24 (s; 0) 2 ! Clearly, f (Æ; s; c) is linear and increasing in Æ , while g (Æ; s; c~) is concave in Æ . Further, observe that by denition, c (s; c) bce( (s; ce)). Further, f (Æ; s; c) is decreasing in m and g (Æ; s; c~) is increasing in b, thus the intersection is increasing in M and increasing in B . Proof of Lemma 3 In stationary equilibrium, J (0) = M s 2 +Æ ( ) M J (1) + (1 M ) J (0) : (10) Further, with stationary spreads, J (0) J (1) = 4s M 0. From equation (10), if s = 2 so that the per period payo to market orders is zero, then from equation (10) J (0) is a linear combination of J (0) and something strictly less than J (0). Hence, J (0) < J (0), a contradiction, thus 2s > , as 2s < implies that prots to market makers are strictly negative. Proof of Proposition 4 If brokers charge cl = 0 for limit orders and cm = for market orders then they make zero prot on each transaction. If a broker deviates by increasing his fees, he will not get any order ow. If he deviates by decreasing his fees, then he will make negative prots. All brokers and all market makers are charging the same fees and thus investors face the same prices irrespective of where they send their orders and so randomizing is a best response. Proof of Proposition 5 We rst establish that there is no subgame perfect equilibrium in which brokers make zero prots and subsidize market orders by 2s . Suppose that there exists such an equilibrium, then market order submitters pay zero transaction costs and limit order submitters must be paying cl > 0, else brokers make negative prots. Consider a broker who deviates from this equilibrium in state 0 by charging cem = 0 and cel = cl > 0. 25 The payos to such a deviation are: f(0) = 0 + Æ H h i H (0) + pcel + Æ [1 H (0)] > 0 As we are positive a zero payo equilibrium, H (0) = 0. As ( 2s ; 2s ) > 0, this deviation will always yield a strictly positive payo. Thus, there cannot exist such a subgame perfect equilibrium. Thus, in our candidate zero prot equilibrium, liquidity demanders pay T D (s; c) = s + cm . Since, 2s > , T D > 0. 2 Proof of Corollary (5.1) Immediate Proof of lemma 4 Suppose all market makers charge s (c; ) in the minimum payo stationary equilibrium. The strongest stationary punishment that can be imposed on a market maker who deviates is that other market makers play s (c; ) for ever. That is, deviations are followed by reversion to s (c; ) forever. Deviation can be protable as a lower spread implies an increased order ow | however as this also increases the arrival rate of limit orders. For notational compactness we denote the expected discounted payos when the book is empty by J (0) and the corresponding value function when the book is full by J (1). (i) First, we show that no market maker has an incentive to deviate. Along the equilibrium path, under our symmetry assumptions market maker m obtains a payo of J (0) = M s 4 ( +Æ ) M J (1) + (1 M ) J (0) (11) As in the no payment for order ow state, if a market maker deviates, he will deviate in state 1, the low payo state. Suppose market maker m deviates in state 1, to s~. If he deviates, and posts a lower spread, then the broker with whom he has signed a contract,( as there is no NBBO requirement), is posting a lower spread and will get all the order ow if he routes to the deviating broker. Given a deviation by market maker m, it is rational for the broker to route all incoming orders to him. As 26 s (c; ) is less than or equal to the single period monopoly payo, else it would not be the minimum sustainable spread, the optimal deviation is to a spread less than s (c; ). The maximal payo obtained by this deviation occurs when s~ = s (c; ), and market maker m obtains all orders in that period. Therefore, the payo after deviation is s ~ J (1) = 2 + Æ f J (1) + (1 The no-deviation condition, therefore, is J~(1) (1 1 s ) 2M 2 (1 1 M 1 ) + Æ f (1 M ) J (0)g J (1) 0, or ) J (1) Æ (1 1 M ) J (0)g 0 As argued earlier, with stationary spreads, J (0) J (1) = 4s M . Substituting this into the above expression, the no-deviation condition becomes (s; c) (2M 1)2M 4M Æ (2(M 1) Æs " # 2M 2M 1 2 Æ 2(M 1) s s (c; ) is the minimum spread that satises this inequality. As the probability of observing a limit order is bounded below by a strictly positive number, such a spread exists for s 2 . Further, since payos are increasing in s for s less than the monopoly level, s (c; ) denes the minimum payo stationary equilibrium. That is, in the class of equilibria in which deviations are followed by reversion to the same strategy, this oers lowest payo to market makers. Proof of Proposition 6 The proposition proceeds with a series of claims. First, we establish the range of permissible spreads and intermediation fees. Second, we determine the optimal deviations for both market makers and brokers. Finally we present conditions to rule out such deviations. The range of Permissible spreads and intermediation fees 27 The lowest sustainable spread is the one that is ex ante rational, that is that has J (0) 0, as the market makers start out with empty books. If J (0) = 0, then J (0) = 0 = s ( M 2 s ( M 2 s =) ( 2 ) + Æ ) ) 4M sÆ Æ M Æ M J (1) + 1 s (c) M 4M ! J (0) = 0 = For brokers, the lower bound guarantees them zero prots and the upper bound is the maximum so that there is no trade. Given a spread s, a payment for order ow, , and a sustained broker fee, c, a broker will optimally deviate to c~( ) = min[^c( ); c], where c^( ) = (cm ; cl ) that maximize monopoly payos. Given the payment for order ow agreements, , the payo to cooperating by a broker in a stationary equilibrium is just: q (s; c) 1 Æ q (s; c) H (1; s; c; p; q; ) = H (1; s; c; p; q ) + 1 Æ H (0; s; c; p; q; ) = H (0; s; c; p; q ) + The dierence in equilibrium payos between the two states is simply If a broker deviates in the zero state, his prot will be (c + ) (s; c) + (s;c)pc 2 . cÆp (s; ) (s; c) 2 If a broker deviates in the one state, then his prot will be c (c + ) (s; c) + (s; c)p + 2 cÆp (s; ) (s; c) 2 Thus, conditional on deviating the continuation payos are the same and the difference in prots if he deviates in the two states is simply, 2c (s; c)p. Thus, while his prots from deviating are higher in the 1 state, so are his continuation payos. Hence, brokers may deviate in either state.13 We assume that they will deviate in the 0 state. Let c^( ) = (cm ; cl ) that maximise deviation payos. Hence, a deviating 13 Put something in the text to say that the optimal deviation is to a single 28 c rather than a (cm ; cl ). broker will deviate to c~( ) = min[^c( ); c], where c~( ) is the pointwise minimum of the two intermediation fees. Then, a broker who deviates will do so to c~. For a xed c and maintained spread s, a market maker will deviate to s~( ) = min[^ s( ); s] if there is no NBBO requirement. If there is an NBBO requirement, if he deviates, he will deviate sm , the spread a monopolist market maker would charge. The payo to cooperating by a market maker in a stationary equilibrium is just: J (0; s; p; c; ) = J (0; s; p; c) J (1; s; p; c; ) = J (1; s; p; c) (s; c)p 1 Æ (s; c)p 1 Æ If a market maker deviates, he will do so in the state in which there is an order on his limit order book (state 1). If he deviates under a no NBBO regime his payo will be: (s; c)( s 2 ) + Æ (s; c)J (1; s?(c); p; c; ) + Æ (1 p (s; c))J (0; s?(c); c; ) Let s^( ) be the spread that maximizes this. Then, he will deviate to s~( ) = min[^s( ); s]. If a market maker deviates in an NBBO regime, his payo is strictly negative unless s > sm . Conditions under which market makers and brokers will not deviate 1. A broker will not deviate if the payo to cooperating is greater than the payo to optimal one shot deviation or if, H (0; s; c; p; q ) + (~c + ) (s; c~) + q (s; cm ) 1 Æ cÆp (s; ) (s; c~) 2 Recall, q (s; c)c[1 + pÆ H (0; c; s; q; p) = 1 Æ 29 (s;c) 2 ] (12) (13) Thus, the condition can be written as: q (s; c)c[1 + pÆ (s; c) 2 ] + q (s; cm ) (14) cÆp (s; ) (s; c~) (15) 2 Clearly, the RHS ! 0 as Æ ! 1, while if c is in the feasible set, the LHS is positive, or if it is zero, then there is a subgame perfect equilibrium for all Æ . (1 Æ )(~ c + ) (s; c~) + 2. Under a no NBBO requirement, or an NBBO requirement when the maintained spread is greater than the spread a one{shot monopolist would charge, a Market maker will not deviate if (s; c)p J (1; s; p; c) 1 Æ (~s; c)(~s ) + Æ (~s; c)J (1; s?(c); p; c; ) + Æ(1 (s; c))J (0; s?(c); p; c; ) Recall, J (1; s; p; c) = p s(1 + Æ (1 4(1 Æ ) p)) Thus, the condition can be rewritten as: p s(1 + Æ (1 (1 4 Æ ) ( (~ s; c)(~ s Clearly, the RHS strictly positive. p)) (s; c)p ) + Æ (~ s; c)J (1; s? (c); p; c; ) + Æ (1 (s; c))J (0; s? (c); p; c; )) ! 0 as Æ ! 1, while if s is in the feasible set, the LHS is 3. Under an NBBO requirement a market maker will not deviate if the maintained spread is less than the monopoly spread. In this case, the payo to deviating is zero,as he does not increase his order ow. For limit and market order submitters, as all brokers and market makers are charging the same fees, randomizing across brokers with probability B1 is a best response. Proof of Proposition 7 30 If there is no payment for order ow, then the condition for no deviation for a market maker is (s; c) (s; c) s 1 + Æ (1 m ! ) 2 (1 Æ ) (~ s; c) s~ M; (16) where s~ is the optimal deviation. If there is payment for order ow and no NBBO requirement or with an NBBO requirement if the spread is larger than the monopoly spread, then denoting the optimal deviation by s~( ), the condition is simply p s(1 + Æ (1 (1 p)) 4 Æ ) ( (~ s( ); c)(~ s (s; c)p )) + Æ (~s( ); c)J (1; s? (c); p; c; ) + (1 Æ ) (Æ (1 (s; c))J (0; s?(c); p; c; )) Observe that s^ > s^( ), if is concave in s. If s s^( ), then under both regimes, they deviate to the same spread. If s > s^( ), then under payment for order ow, the optimal deviation is to s^( ), whereas if there is no payment for order ow, the optimal deviation is to s. If s > s^, the optimal deviation under no payment for order ow is to s^ while the optimal deviation under payment for order ow is to s^( ). Let F (Æ ) = (1 s~ Æ ) (~ s; c) M G(Æ ) = (1 Æ )[ (~ s( ); c)(~ s (17) 2 ) + Æ (~ s( ); c)J (1; s?(c); p; c; ) (s; c))J (0; s?(c); p; c; )] + (s; c)p + Æ (1 (18) (19) Clearly, F (Æ ) is decreasing in Æ , given that the continuation payos under the punishment strategies are negative, G(Æ ) is also decreasing in Æ . Thus, we need to show that F (Æ ) G(Æ ) 0. F (Æ ) G(Æ ) = 0 (1 (20) Æ )M [ (~s; c)~s (~s( ); c)~s( )] + [(1 Æ ) (~s( ); c)M (s;(21) c)] 2 MÆ ( (~ s( ); c)J (1; s?(c); p; c; ) + (1 (s; c))J (0; s?(c); p; c; )) (22) Now, as s is concave in s, then [ (~s; c)~s J (0) 0 =) (~ s( ); c)~ s( )] 0. Further, given M 4 2 Æ s 31 Recall, that s? (c) is dened so that s? (c) = minf (s; c) 2M (s Æs s>2 2 ) g (23) Given that J (0) > J (1), the continuation payos are negative. Further, (~s( )) (s; c). Hence, if M is suÆciently large, the expression is positive. This establishes part (i). If there is no payment for order ow, the condition for no deviation for broker is c (s; c) (1 + Æ (s; c) ) 2m (1 Æ ) B c~ ( (s; c~) + Æ (s; c~) (s; 0) 2 ) while if there is payment for order ow, the condition is simply (s; c)c[1 + (1 Æ (s; c) ]+ 2M Æ )B (~ c( ) + ) (s; c~( )) + cÆ (s; ) (s; c~( )) 2M (s; c) We restrict attention to deviations to a single spread, c. Observe that as is concave and not too convex in c, c^( ) > c^ . If the maintained spread c < c^, then under payment for order ow and no payment for order ow, the optimal deviation is to the same intermediation fee. If c^( ) > c > c^, then under no payment for order ow, the optimal deviation is to c^, while under payment for order ow, the optimal deviation is to c. If c^( ) > c, the optimal deviation under no payment for order ow is to c^, whereas under payment for order ow the optimal deviation is to c^( ). Dene (s; 0) H (Æ ) = (1 Æ )B c~ ( (s; c~) + Æ (s; c~) ) 2 cÆ (s; ) (s; c~( )) I (Æ ) = (1 Æ )(~ c( ) + ) (s; c~( )) + (1 Æ )B (s; cm ) 2M We need to show that for B suÆciently large, H (Æ ) I (Æ ) 0 The condition is equivalent to: " (1 [(1 Æ )B c~ ( (s; c~) + c~Æ (s; c~) Æ )B (~ c( ); s) (c; s)] (s; 0) 2 ) 32 c~( ) (s; c~( )) c~( )Æ (s; ) (s; c~( )) 2M # As c~ c, it is immediate that for suÆciently large B , the RHS is positive. For c~ = c~( ), as c < 0, and < 0, we know that the LHS is negative. For c~ < c~( ) the LHS is also negative as c~ maximizes the concave function, thus for higher c it must be less. The result follows. Proof of Lemma 5 Suppose ^b brokers and m ^ market makers have not signed contracts, where ^b 1 P^b 1 1 and m ^ 1. For unsigned market makers, p = j =1 b m . If market maker m ~ signs a contract with broker ~b at a price of , then the probP^b 1 1 1 1 ability that it gets an order improves to p~ = b + j =1 b m . Each period, the expected payment made by market maker m ~ is b , so that the present value of contractual payments is b(1Æ) . ;s;p;c) Now, for s; c > 0, J (0; s; p; c) is strictly increasing in p, since @J (0@p = 4(1 sÆ) 2(1 Æ p) > 0. Hence, there exists a ^ > 0 such that J (0; s; p~; c) b(1^Æ) > J (0; s; p; c). Next, consider broker ~b. If broker b signs a contract, its payo increases by b(1^Æ) > 0. Proof of Proposition 8 Contracts are oered by brokers and the market makers earn reservation prots. Recall, J (0) = ! = s ( M" 2 s 2 1 ) Æ Proof of Corollary 8.1 Immediate 33 2M s Æ =0 # M 4M References [1] Reprt to the NASD Board Of Governors (1991), \Inducements for Order Flow." [2] Abreu, D. (1988), \Towards a theory of discounted Repeated Games," Econometrica 56: 383-396. [3] Battalio, Robert and Craig W. Holden (1997), \Why Doesn't Decimal Trading Eliminate Payment for Order Flow and Internalization?" Working Paper, Indiana University. [4] Battalio, Robert and R. 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