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Over-the-Counter (OTC)

The trading of securities between two counter-parties executed outside of formal exchanges

What is Over-the-Counter?

Over-the-counter (OTC) is the trading of securities between two counter-parties executed outside of formal exchanges and without the supervision of an exchange. OTC trading is done in over-the-counter markets (a decentralized place with no physical location) through dealer networks.

Contrary to trading on formal exchanges, over-the-counter trading does not require the trading of only well-standardized items (e.g., clearly defined range of quantity and quality of products). Also, prices are not always be published to the public. However, OTC contracts are bilateral, and each party could face credit risk concerns regarding its counterparty.


OTC Securities


OTC Securities

OTC securities comprise a wide range of financial instruments and commodities. Financial instruments traded over-the-counter include stock, debt securities, and derivatives. Stocks that are traded over-the-counter usually belong to small companies that lack resources to be listed on formal exchanges. However, sometimes even big companies trade their stocks over-the-counter.

Derivatives represent a substantial part of over-the-counter trading, which is especially crucial in hedging risks using derivatives. The lack of limitations on quantity and identity of traded items allows the parties involved in the trading to tailor the specifications of the contracts in the transaction to the risk exposure. Thus, these instruments could be used for a “perfect hedge.”


OTC Networks

In the United States, over-the-counter trading of stocks is carried out through the networks of market makers. The two well-known networks are managed by OTC Markets Group and Financial Industry Regulation Authority (FINRA). These networks provide the quotation services to participating market dealers. The trades are executed by dealers online or via telephone.


The Importance of OTC in Finance

While over-the-counter markets remain an essential element of global finance, OTC derivatives feature an exceptional significance. The fewer number of limitations and regulation provides greater flexibility to market participants, which can adjust derivative contracts to better suit their risk exposure.

Also, OTC trading increases overall liquidity in financial markets, as companies that cannot trade on the formal exchanges gain access to capital through over-the-counter markets.

However, OTC trading is exposed to numerous risks. One of the most significant is a counterparty risk – a probability of other party’s default before the expiration of a contract. Moreover, the lack of transparency and weaker liquidity relative to the formal exchanges can trigger disastrous events during a financial crisis. The flexibility of derivative contracts design can worsen the situation. The more complicated design of the securities makes it harder to determine their fair value. Thus, the risk of speculations and unexpected events can hurt the stability of the markets.

For example, notorious CDOs and synthetic CDOs that caused a significant impact on the global financial crisis in 2007-2008 were traded only in the OTC markets.


Related Readings

CFI is the global provider of Financial Modeling & Valuation Analyst (FMVA)™ certification program and career advancement tools for finance professionals. To learn more and take your skills to the next level, explore the additional resources below:

  • Investing: A Beginner’s Guide
  • Restricted Trading List
  • Trading Mechanisms
  • Types of Markets – Dealers, Brokers, Exchanges

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