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Financial portals and brokers: A fine line

At first glance, it seems simple: Financial portals don't sell stocks, so they are not brokerages.

At first glance, it seems simple: Financial portals don't sell stocks, so they are not brokerages.

But think about it. These are sites where you can get background information and news about a company, examine its finances, read opinions about its performance and, with a couple clicks of your mouse, buy shares.

Well, now maybe it's starting to sound a little more like a brokerage. And that's where things get interesting.

The Securities and Exchange Commission hosted a panel on this topic earlier this week, bringing together brokerage firms, Web sites and, of course, lawyers to debate just how regulated portals should be.

It's commonplace for a Web site to provide sponsored links to advertising partners, and in return, to receive "finders fees" for sending customers to them. But when that relationship is between a portal and a broker, it gets more complicated than one between, say, a newspaper and a car dealer.

The SEC's governance doesn't just cover those who buy and sell stocks; it also covers those who have an influence on the sale or purchase of stocks. But what constitutes having an influence? Referring a customer who files an application for an account, who actually opens an account or who opens and account and makes a trade? And with the handy-dandy hyperlinks, does a portal now have an influence?

"You can distinguish portals from broker-dealers because they provide (information) without the sales aspects," said acting SEC chair Laura Unger. But when portals aid in transactions and provide aggregated views of financial data, they start to "look like" broker-dealers, she said.

Protecting the investor
Jeffrey Holik, acting general counsel for NASD Regulation, a subsidiary of the National Association of Securities Dealers (NASD), said, "It is no simple task to decide, let alone to clearly articulate where the line should be drawn. The focus should be on the function being performed," he said.

Some of the panelists urged the SEC not to go too far when regulating those relationships and not focus too much on the details of how portals and brokers accept and give payment for advertisements.

"To me that's sort of in the weeds, and what the Commission should be looking at is overall customer experience and is the customer being misled," said W. Hardy Collcott, general counsel at Charles Schwab.

Most of the panelists on the portal side seemed to shy away from any hint that they were involved in selling stocks.

On Quicken.com, for instance, a reader can clicks on a "Trade Now" button and choose a broker. But, "once you go to that broker, it's extremely clear it's an (outside company). It's not co-branded; it's Schwab or Ameritrade or whoever," said Fran Smallson, assistant general counsel at Intuit.

Blurring the lines could actually hurt a portal's business, some panelists said.

"It is critical that we remain independent. Our brand is the trusted provider of information," said Alexander Hungate, co-CEO of Reuters America.

The nature of the Web itself brought up other issues.

The Web acts the same as other forms media when it comes to advertising and communications, and brokers need to remember that, said R. Clark Hooper, executive vice president of strategic programs at the NASD Regulation.

"Chat rooms are considered sales literature; bulletin-board postings are considered advertising and sales literature," she said. "Hyperlinks are one of the most important things our (NASD Regulation) members need to be looking at to make sure that any sites (brokerages) may be linked to are not in any way (inappropriate)."

(Oh, and speaking of the power of the Web...The Webcast of the event was horribly botched, putting a bit of a damper on the public-forum aspect of the deal. The SEC has been doing a lot more of these Webcasts, and I don't want to take credit away from them for doing that--Go SEC! It's your birthday and all--but let's try and get a better Web feed next time, OK? That way, you can actually reach the investors you're supposed to be protecting.)