NASD's Frank Zarb Asks Securities Industry to Embrace Change- Presents "The Coming Global Digital Stock Market" at the National Press Club

Frank G. Zarb, chairman and chief executive officer of the National Association of Securities Dealers, Inc. (NASD®) and The Nasdaq-Amex Market GroupSM, presented his vision for the future of stock markets at the National Press Club on June 23, stating that "A next-generation stock market is needed to meet needs of investors and listed companies in the Internet age for an improved system of exchanging stock." "A next generation of stock markets is needed to fulfill global capital formation and liquidity requirements and to provide worldwide, instant price discovery and trade execution in a fair, orderly, low-cost and well-regulated environment, without time-zone limitations," Zarb told some 200 members of the news media and invited guests at the Club's Newsmaker Luncheon. In describing his vision for the future digital stock market, Zarb said the major factors driving change in the financial markets are technology, demographics and a more global world economy. "Our strategy at the NASD and at Nasdaq-Amex is not only to embrace the changing technological and investing environment, but also to help move the electronic network forward. We have made great strides, but much is left to do," he explained. Zarb defined the major attributes of securities industry survivors as those who: Embrace technology to deliver the best service; Operate on global basis for the benefit of both issuers and investors; Are well regulated; Provide the best environment for listed companies. To prepare for and embrace such rapid change, Zarb said the NASD is mounting several strategic initiatives, including increased alliances around the world, extended trading hours, new products, and a potential restructuring of the NASD. NASD is considering restructuring initiatives to save costs and to enable more technology investment and more efficient regulation such as: Spinning off NASD Regulation® into a well-funded, stronger independent entity to be merged into the New York Stock Exchange's for efficiency, savings and higher quality. Zarb explained, "A high-tech, independent single regulator, jointly owned by the markets, with advanced electronic surveillance could be better for investors, markets and the securities industry. This could lessen costs and increase depth of regulation, as well as eliminate potential conflicts of interest between regulators and the stock markets. Oversight and investor protection is the cornerstone of a successful market. If a joint, separate company would do a better job, we should be willing to make it happen." An initial public offering (IPO) of Nasdaq, itself, in two stages: First, a private placement for key Nasdaq-listed companies and key member firms. Then, an initial public offering. Such actions, Zarb said, could occur as early as next year. "Our thinking is to open up our stock markets to investment from market participants and eventually the public, so they can participate in our growth and financial success, and so the NASD can raise funds to grow and continue to modernize and anticipate the future." Zarb spoke about investor demand for extended hours trading, "Investors want it, so extended hours will be a reality. The implementation date seems to be the big question. People want to be able to trade their personal stock portfolios at a time convenient to them." Following the NASD's May 27 announcement of its plans to prepare for extended hours trading, NASD leadership is working with the securities industry to ensure the efficient implementation of an extended trading day, including the following efforts: Participating in the Securities and Exchange Commission's June 30 summit on extended hours trading; Working with small broker/dealers to ease the impact on their business; Calling for the industry - especially electronic communications networks (ECNs) - to participate in coordinated efforts. Zarb discussed NASD's global strategy, "Our goal is to expose listed companies to global pools of capital and our American investors to non-U.S. listed companies. We would use various models to get from here to there. We think linkage will provide better value for the investor, more liquidity and lower cost trading. As a stock market, we are worth more when we share and are shared with, as opposed to monopolizing listings and trade flow." Recent international efforts include: Forming Nasdaq-Japan, an all-new electronic, Internet-based stock market; Continuing to explore alliances with international markets in China and European countries; Exploring further benefits of current alliances with the Stock Exchange of Hong Kong and the Australian Stock Exchange. Zarb outlined strategic initiatives to enhance the American Stock Exchange® including: Automating Amex® trading and product improvement for faster trade execution and reduced transaction costs; Extending Amex's successful index-based products internationally; Promoting Amex as the place for companies that need the sponsorship of a single Market Maker (Specialist). Zarb noted, "Some high-volume stocks like Microsoft, General Electric, Starbucks and others trade much better in a multi-Market Maker environment (Nasdaq). Other companies with a different profile will do better at Amex." Zarb announced the NASD's interest in developing an electronic futures contract business in the U.S.: "We think there is a need for such a venture since it would be high-tech, screen-based, totally electronic and low-cost, said Zarb. "Futures contracts are a step in expanding our product listings to encompass a broad range of securities." We are investigating the possibility electronic futures trading - a new, state-of-the-art, electronic futures trading and clearing system that initially would start with Treasury debt instruments and expand to other products. We have begun preliminary talks with investment firms. Once established, we will consider international futures trading. Zarb concluded his remarks, focusing on the competitive environment. "Major stock markets must play an important role in this new trading world. Competition must be open and fair. Open competition and a level playing field brings fairness, investor confidence and a healthy marketplace. Where we still have outmoded anti-competitive rules and practices related to the ability of a listed company to leave one exchange for another, they need to be eliminated. Investors and listed companies want rules that give them choices and efficiency. Obviously, I am referring to the on-going debate over the NYSE's Rule 500, which makes it impossible for companies to seek the best market for their shares and move from the NYSE once they are listed. Large companies like GE and IBM may do better trading on Nasdaq than on the NYSE. Our larger capitalized companies like Microsoft and Intel find maximum liquidity and effective price spreads on Nasdaq. Investors and companies would be better served if Rule 500 and other similar barriers on exchanges were 100 percent eliminated. The NYSE must act on its own or government agencies, the courts, or Congress will act to protect investors and consumers by forcing real reform on these outmoded rules."