MIFID II: harmonization mandates new business models in the OTC space

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    MIFID II: harmonization mandates new business models in the OTC space

    Regulatory initiatives, such as the Dodd-Frank Act and EMIR, have had a seismic impact on derivatives markets. The Financial Stability Board’s seventh progress report on the implementation of OTC derivatives market reforms has highlighted crossborder consistency issues arising from different jurisdictions. The combined effect of these regulations through the mandated electronic trading and central clearing of standardized derivatives contracts has been the “balkanization of the capital markets,” causing pockets of liquidity and varying prices for the same contracts across jurisdictions. With the implementation of MiFID II/MiFIR on the horizon in Europe, the industry is anticipating a more level playing field between the US and the EU. Viewing regulatory initiatives in isolation is no longer an option, as it poses the risk of missing key inter-relationships and greater regulator cooperation, as well as potentially increasing the cost of compliance and failing to identify profitable business opportunities. Paul Gibson, Kimon Mikroulis and Cian Ó Braonáin discuss how firms can start thinking about their business models to exploit the synergies arising from the significant overlap across regulatory regimes.


    Where MiFID I tried to impose an EU harmonization framework for equities and prevent equity market abuse, MiFID II extends this framework to all asset classes and tries to foster competition among trading venues and financial institutions. MiFIR/MiFID II has been hailed by ESMA’s chairman, Steven Maijoor, as “the biggest overhaul of EU financial markets in more than a decade.” It is poised to place stringent requirements on financial firms’ systems and risk controls, while shedding light on dark pools without curtailing liquidity, and bring crossasset EU-wide supervisory convergence. In conjunction with EMIR, it also aims to detect and mitigate the build-up of systemic risk. In this way, MiFIR/MiFID II can be viewed as the European Union’s premier legislative tool for encouraging the expanded use of market infrastructure and adhering to the 2009 G20 commitments. Its scope encompasses transparency, investor protection, operational risk and third country access.

    These two perceived negatives—market fragmentation and dark pools—are addressed with MIFID II, which attempts to bring the positive effects of the equities space to non-share instruments traded over the counter (OTC) by professional investors and responds to the lessons learned from the 2008 financial crisis.

    Figure 1. MiFID II/MiFIR OTC Derivative Trading Impact


    The post-reform landscape has wide-ranging implications for both the sell side and the end users of derivative transactions. The trading convention differences between exchange-traded and OTC derivatives are diminishing, as OTC derivatives are moving from a predominantly bilateral model to a more transparent cleared model. In light of the electronification of OTC markets and their convergence with exchange-traded derivatives (ETDs), a consolidation of ETD and OTC derivative infrastructures and trading behavior is likely, as they will be traded on similar exchanges and follow similar processes.


    Execution is expected to shift from dealers to third-party trading venues that will provide greater market transparency and increased instrument standardization, as well as broaden access for investors. Bid-ask spreads are expected to tighten and minimum margin requirements will increase on non-cleared derivatives. In addition, the clearing obligation will reduce bilateral exposures and concentrate counterparty risk in central clearing counterparties (CCPs).

    The consequence is that dealers will have to unbundle their services, as electronic execution and clearing are expected to be a smaller part of their value chain. The anticipated proliferation of trading venues, as already begun with SEFs in the US, means that end users will have more opportunity to choose trading venues based on offerings and costs. This is expected to foster competition and lower transaction costs. Pre-trade transparency is expected to enable more efficient price formation and reduce informational asymmetries between the buy side and the sell side.

    Firms that up until now were offering OTC trading to clients via single dealer platforms will have a reduced execution-only stream of revenue. Under MiFID II/ MiFIR, they will need to migrate their trading to OTFs or apply for authorization as systematic internalizers (SIs). Operators of organized trading facilities (OTFs) will not be able to execute trades on their own account, meaning their business model will be feebased. Given that all of the SEFs registered with the US CFTC are not operated by an investment bank, firms that want to continue trading principal with clients will need to apply for authorization as an SI. This will require them to exceed specified thresholds in terms of the volumes they deal on a bilateral basis. Therefore, investment firms need to perform a cost-benefit analysis of each option: acting as an SI, operating an OTF under a separate legal entity or ceasing trading in these areas.


    The Joint Committee of European Banking Supervisors has published principles on product oversight and governance for both investment product manufacturers and distributors, while MiFID II has extensive rules for ensuring product suitability, requiring better client data analytics. Banks can rationalize their product portfolio by tailoring it to meet target customer needs. Carefully selecting the product mix that is provided in-house and the products provided on an agency-only basis can reduce costs and enable bespoke services when needed. Customer centricity predicated on a robust technology infrastructure that uses data analytics for better product design and customer relationship management can unlock value hidden in seemingly competing interests between regulatory, customer and investor demands.


    As the OTC and ETD market infrastructures converge, derivatives dealers have the opportunity to reduce costs by developing partnerships with market infrastructure providers in order to meet common industry challenges and ensure common standards. A certain level of market collaboration can make strategic and economic sense, especially to alleviate resources devoted to routine back-office activities and free capacity for resources devoted to front-office revenue generation. Sharing costs with other partners can substantially improve the cost-to-income ratio, and greater industrialization of processes can streamline operations, decreasing reliance of subsidiaries on intra-group shared services. This is especially important for dealers who want to act as an agency business that captures volume, where scale is achieved to enable cost efficiencies to be passed on to customers.

    Banks must define their future market strategy. Early and conscious action can put an organization in good stead to reap the rewards of early positioning. A proactive approach also applied to compliance projects provides early movers with adequate time to develop robust solutions and ample time for testing changes. Developing a patchwork infrastructure that is barely fit for purpose can put banks at a steep disadvantage with competitors that have the right infrastructure to support their operating models. Haphazard approaches can also jeopardize the subsequent evolution to a stable business as usual process. This has been strongly underscored by the minimal impact on normal operations and benefits of this approach when offering services such as delegated reporting to clients.


    As dominant derivative players become constrained from entering clearing and trading venue markets in the same form as the past, it is imperative for firms to consider their business models, especially in light of the imminent single dealer platform push-out. As parts of the derivatives trading market are being transformed from a high-risk/high-return enterprise into more volume-driven businesses, some big players are struggling to increase revenue, while others are pushing ahead and embracing change. Existing and new market players will have to compete across three basic dimensions: price, customer service and differentiation.

    Figure 2. Other Regulatory and Structural Trends Mandating Business and Operational Review

    The three dimensions of emerging derivative models on which investment firms will fiercely compete and disruptions may be imminent are the depth of liquidity they can offer, the breadth of synergistic services they can cross-sell and the level of uniqueness or differentiation they can establish in their propositions. These three characteristics will need to be predicated on a robust operating model that can ensure sustainable operational effectiveness in order to build credibility and facilitate product take-up and client penetration in the market. These three strategies made popular by renowned management strategist Michael Porter can be combined with a common infrastructure model to create shared value. By focusing more on cooperation, otherwise infeasible cost efficiencies can be exploited, and flexibility in competitive strategy can be maintained for participants reducing exit/adjustments costs.

    • Depth of Liquidity: The investment firm aspires to achieve economies of scale and establish cost leadership by attracting as much customer flow as possible and competing on price and breadth of venues.
    • Breadth of Services: The investment firm aspires to achieve economies of scope by providing an end-to-end service that offers the maximum level of synergistic value-added services in order to meet the client’s holistic needs and drive cross-selling.
    • Niche Focus or Bespoke Customization: The investment firm aspires to differentiate its offering by focusing on specific products, client segments or geographies based on its strengths or relationships, in order to become a credible specialist provider, e.g., specializing in bespoke OTC products with higher margins.
    Figure 3. The Three Dimensions of Emerging Derivative Models


    Ensuring connectivity with key market infrastructures, such as CCPs, and electronic trading venues, such as SEFs and OTFs, will require extensible operational infrastructures and efficiencies. In the pre-trade space, reference counterparty data will need to be extended and cleansed in order to enable smooth client onboarding and compliance with Know your Client (KYC) regulations. Banks will need to select and onboard to electronic trading platforms, which will require the rationalization of existing platform connections that do not offer much benefits relative to costs.

    Trade execution will require effective order aggregation and smart routing in order to ensure best execution, while data analytics will play a role in ensuring collateral efficiency through CCP margin calculations based on real-time market prices. Trade capture, confirmation and clearing will require system rationalization across asset classes and products, especially given OTC and ETD convergence. A centralized cross-asset and product agnostic platform can reduce back-office costs by minimizing fragmentation and allowing better enterprise-wide risk data aggregation and reporting. The level of automation needs to increase to capture efficiencies especially for products which currently lag in automation, such as bespoke products and commodity derivatives. In addition, exchange trading will initiate a shift from mark-to-model valuations to mark to market, increasing the importance of reliable market data feeds and group-wide clock synchronization.

    Clearing across assets and CCPs to provide netting and end-to-end service benefits will be the major selling point of one-stop-shop dealers focusing on synergistic derivatives-related capabilities in order to build economies of scope.

    The wider adoption of electronic trading of standardized OTC products in order to attain economies of scale in central clearing and trading can help incumbents with broad installed client bases. These firms will try to attract as much client flow as possible, by offering competitive transaction pricing and connectivity with the widest selection of trading venues and CCPs. With the possible emergence of buy-side market makers, an agency-based or sponsored access execution model will rely on processing efficiency to lower unit costs and enable competitive pricing, while aggregating sufficient volume of bids/offers and multiple liquidity providers.


    To fully capture the opportunities emerging from financial reforms, market players need to evolve their strategies, reengineer their business models, delineate their differentiated capabilities and build partnerships in order to effectively deal with the fundamental power shift away from dealers. Players who strategically invest in building the required data analytics and increasing operational efficiencies through automation, system consolidation and industrialization, will develop robust technology infrastructures and risk frameworks. These capabilities will allow them to dominate, stay competitive in the new environment and rapidly capture share in the new market.

    The Authors
    Paul Gibson

    Paul Gibson
    is a Business Consultant based in London specializing in capital market initiatives. He is currently working at a top European investment bank focused on the impacts of regulatory reform on execution, clearing and reporting workflows. Prior to this, Paul spent time at a top market infrastructure provider, initiating a cross-asset industry project designed to facilitate the reporting of OTC derivatives to a global trade repository.

    Cian O Braonain

    Cian Ó Braonáin
    is the global lead of Sapient Global Markets’ Regulatory Reporting practice providing guidance, insight, leadership and innovative solutions to the company’s regulatory reporting and response project portfolio. Cian has over 14 years of experience as a lead business analyst, project manager and business strategist, developing methodologies and tools for solving the risks of regulatory impact and change. He has been involved in numerous regulatory reporting projects, many of which focus on pre-compliance date readiness activities, such as analysis, implementation and post-compliance assurance activities.

    Kimon Mikroulis


    1. BCBS, “Principles for effective risk data aggregation and risk reporting,” January 2013
    2. BCBS, ”Progress in adopting the principles for effective risk data aggregation and risk reporting,” December 2013
    3. BCBS, “Fundamental review of the trading book: A revised market risk framework,” October 2013
    4. Bank of International Settlements (BIS), “Authorities Access to trade repository data Consultative Report,” April 2013
    5. EC, “EU Framework for bank recovery and resolution,” June 2012
    6. EC, EU proposal for a regulation on structural measures improving the resilience of EU credit institutions,” January 2014
    7. ESMA, “Joint Position of the European Supervisory Authorities on Manufacturers’ Product Oversight & Governance processes,” November 2013
    8. FSB, “ Guidance on Supervisory Interaction with Financial Institutions on Risk Culture,” April 2014
    9. FSB, “Principles for an Effective Risk Appetite Framework,” November 2013
    10. FSB, “Seventh Progress Report on Implementation of OTC Derivatives Market Reforms,” April 2014
    11. International Swaps and Derivatives Association (ISDA), “2013 ISDA Operations Benchmarking Survey,” April 2013
    12. Organization for Economic Cooperation and Development (OECD), “Update Report on the Work to Support the Implementation of the G20 High-Level Principles on Financial Consumer Protection,” September 2013
    13. Porter, M.E. & Kramer, M.R. “Creating Shared Value,” Harvard Business Review, Jan/Feb 2011
    14. Steven Maijoor, ESMA Chairman, Keynote Speech, ICMA Annual General Meeting and Conference, June 2014

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