Regulation SHO Rule 204, Closeouts, and Introducing Brokers

As a US registered broker-dealer, Interactive Brokers LLC (“IBKR”) is subject to Regulation SHO, a collection of US Securities & Exchange Commission rules relating to short-selling of equity securities. Rule 204 of Regulation SHO places certain requirements on clearing brokers in the event that they fail to deliver securities on settlement date in connection with a sale of those securities. This can happen for a variety of commonplace operational reasons, and does not indicate a problem at the clearing broker. In certain circumstances, Rule 204 may require a clearing broker to not permit shorting a security for a certain period of time (unless sufficient shares of that security are pre-borrowed to cover the order marked as a short sale).

Rule 204(a) requires that a clearing broker, if it fails to deliver on a sale trade on the settlement date, must closeout its fail by buying or borrowing the relevant security a specified number of trading days later (depending on whether the sale was long or short), prior to the opening of the regular trading session on that day.

Rule 204(b) provides that if the clearing broker does not closeout its fail in accordance with Rule 204(a), the broker may not accept short sale orders from its clients in the relevant stock (the stock in which the unclosed-out fail has occurred), or place such orders for its own account, unless it has first borrowed the shares of the relevant stock to cover the new short sale order. This is colloquially known in the securities industry as being in the “penalty box” for the relevant security. This restriction exists until the clearing broker has purchased shares in the amount of the unclosed-out fail, and that purchase has settled.

Any broker that executes trades through that clearing broker, and clears and settles those trades through that clearing broker, is subject to the same Rule 204(b) restriction, as is any broker that executes away from that clearing broker, but intends to clear and settle those trades through the clearing broker.

Rule 204(c) requires clearing brokers to notify brokers from whom they receive trades for clearance and settlement of when they become subject to a short-sale restriction under Rule 204(b), and when that restriction ends. This is so that the notified brokers can avoid executing trades away from the clearing broker that are not permitted under the clearing broker’s short-sale restriction. If you have received a notice from us regarding Rule 204(c), it generally means that our books and records show that you are an introducing broker or dealer that clears and settles trades through us, and that also has the capability (or your client has such capability) of executing trades at away brokers or dealers for settlement through us. You should not execute any short-sale order at an away broker-dealer in a security which we have notified you is shortsale restricted, unless you have first arranged to pre-borrow sufficient shares of that security through us. For more information on pre-borrowing, please click here or contact us.

The above is a general description of Rule 204 of Regulation SHO, to aid our broker-dealer clients in understanding our obligations and why certain stocks may become unshortable at certain times irrespective of their availability to be borrowed. It is not legal advice and should not be used as such.