RE: Onwards16 Jan 2026 09:21
Yes, market makers can sell shares they do not currently hold just before a rights issue, a practice known as uncovered or "naked" short selling. However, this activity is subject to strict regulatory conditions and is only legal when performed in the capacity of a registered market maker providing liquidity.
Here is a detailed breakdown of how this operates:
1. The Market Maker Exemption
While naked short selling is generally banned for standard investors in many jurisdictions (including the EU and UK) to prevent market manipulation, registered market makers are often exempt.
Purpose: The exemption exists to ensure market makers can continue providing two-way quotes and liquidity, even when stock is difficult to borrow.
Conditions: To use this exemption, market makers must usually notify regulators (like the FCA in the UK) in advance and must be acting in their capacity as a market maker, not trading for their own profit (proprietary trading).
2. Activity Around Rights Issues
Just before a rights issue, share prices often become volatile, and "nil-paid rights" begin trading. Market makers may sell shares they do not have to fulfill high demand from buyers, betting that they can cover the position later.
The "Optiver" Case: A recent example in 2022 showed that while market makers can use this exemption, regulators are increasingly scrutinizing whether the trades are legitimate market-making or just high-frequency, speculative trading. The Italian regulator CONSOB fined two firms, Optiver and Flow Traders, for using the market-making exemption to conduct large-scale naked short selling during a rights issue, which was ruled to be beyond the scope of their exemption.
3. Regulatory Controls and Risks
Although allowed for market makers, this activity is heavily monitored, particularly around rights issues.
Reporting: Market makers must report significant net short positions to regulators.
Settlement Failures: If a market maker cannot deliver the shares they sold short, it results in a "failure to deliver" (FTD). Repeated FTDs can alert regulators to potential market abuse, such as creating an artificial supply of shares.
Regulation SHO (USA) / UK SSR (UK): Regulations require that short sales be "covered" or "located" within specific timeframes to prevent naked shorts from sitting open indefinitely.