FR/14/2025预对冲

Pre-Hedging The Board of theInternational Organization of Securities Commissions The International Organization of Securities Commissions website © International Organization of Securities Commissions 2025.All rights reserved. Brief excerpts may be reproduced or translatedprovided the source is stated. Foreword In line with IOSCO’s established approach, the pre-hedging recommendationsin this final report are addressed to IOSCO members as guidance. Therecommendations as guidance aim to support member jurisdictions to theextent they are considering putting in place rules or adjusting existing rulesrelated to pre-hedging. Inaddition,this final report includes information and guidance for allinterested parties, including dealers, issuers, brokers, investors, and otherwholesale market participants to consider in relation to pre-hedging. Theserecommendations as guidance aim to promote greater clarity for regulatorsand wholesale market participants regarding pre-hedging practices. The text below the recommendations aims to facilitate IOSCO members’ andmarketparticipants’understanding of IOSCO’s proposed definition andrecommendationsrelated to pre-hedging.It is up to IOSCO memberjurisdictions whether and how they apply the definition and recommendations,noting that IOSCO reports are not legally binding. Table of Contents Executive Summary5 List of Abbreviations8 IntroductionDescription of the practice of pre-hedging9Potential benefits from pre-hedging9Potential risks from pre-hedging10IOSCO approach11Engagement with standard setting bodies12Scope and objectives of IOSCO work12Outline of the final report13 Chapter 1 —Background: Existing Rules and Regulatory GuidanceRegulations related to pre-hedging14Existing codes and standards14Reasons for IOSCO’s report15 Chapter 2 —IOSCO stakeholder engagement18General findings from stakeholder engagement19 Chapter 3 —Definition & RecommendationsDefinition23Recommendations24 Chapter 4 —Summary of Feedback to Consultation ReportFeedback onthe definition of pre-hedging34Feedback on the recommendations36 Chapter 5 —Considerations for Clients47 Annex 1:List of Recommendations and Considerations for Clients48List of recommendations48List of considerations for clients49 Annex 2:List of IOSCO Members and Entities That Responded to theSurvey50 Annex 3:Attendees at Industry Roundtables51 Annex 4:List of Respondents to the Consultation Report52 Executive Summary Pre-hedging is used by dealers to manage the risk of anticipatedprimaryprincipal market offerings and secondary market transactions predominantlyin wholesale markets1. Pre-hedging can occur in securities and derivativestransactions on trading venues and over the counter (OTC) markets, andacross a range of asset classes (e.g., equity, fixed income, currencies, andcommodities). For the purposes of this final report, IOSCO defines pre-hedging as: Pre-hedging is trading undertaken by a dealer where: •the dealer is dealing on its own account in a principal capacity; and•the trades are executed in the same or related instruments after thereceiptof information about one or more anticipated clienttransactions and before the client has agreed on the terms of thetransaction(s) and/or irrevocably accepted the executable quote(s);and•the trades are executed to manage the risk related to the anticipatedclient transaction(s); and•the trades are executed with the intention of benefiting the client.2 There can be benefits from the use of pre-hedging for dealers and clients toprice and execute certain transactions. However, some market participants,industry standard setting bodies (“standard setting bodies”) who have issuedcodes or standards that cover pre-hedging (“existing codes and standards”)and certain national and supra-national authorities have raised concerns 1For adefinitionof “wholesale markets” for the purposes of this final report, see theIOSCO Task Force Report on Wholesale Market Conduct, June 2017, page 4, “Whilethere is no widely accepted definition, wholesale markets may be understood to bethose markets that predominantly consist of professional counterparties where bothcounterparties arepersons or firms that are considered more sophisticated than typicalretail customers orparticipants”. 2“Client” in this context includes counterparty and does not give rise to any agencyrelationship or fiduciary duty. about potential issues that could arise in the context of some pre-hedgingpractices. This final report considers IOSCO members’ existing regulatory approachesto pre-hedging and existing codes and standards and identifies potentialissues and gaps in current industry practices and regulation. This final report also sets out IOSCO’s understanding of pre-hedging with theintention of promoting a consistent interpretation of the practice of pre-hedging across interested jurisdictions and markets. It presents a set ofrecommendationsas guidance for regulators to the extent they areconsidering putting in place