What is Non-Marketable Security?

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A non-marketable security is an asset that is difficult to buy or sell due to the fact that they are not traded on any major secondary market exchanges. Such securities, often forms of debt or fixed-income securities, are usually only bought and sold through private transactions or in an over-the-counter (OTC) market.For the holder of a non-marketable security, finding a buyer can be difficult, and some non-marketable securities cannot be resold at all because government regulations prohibit any resale. A non-marketable security may be contrasted with a marketable security, which is listed on an exchange and easily traded.

Definition

Non-marketable securities are assets that are difficult to buy or sell because they are not traded on any major secondary market exchanges. These securities are typically in the form of debt or fixed-income securities and can usually only be bought or sold through private transactions or over-the-counter (OTC) markets. For holders of non-marketable securities, finding a buyer can be challenging, and some non-marketable securities cannot be resold at all due to government regulations prohibiting any resale. Non-marketable securities contrast with marketable securities, which are listed on exchanges and are easy to trade.

Origin

The concept of non-marketable securities evolved with the development of financial markets. Early financial markets relied heavily on face-to-face transactions and private agreements, making many securities non-tradable in public markets. As exchanges were established and developed, the concept of marketable securities emerged, while non-marketable securities retained their privacy and limited liquidity.

Categories and Features

Non-marketable securities are primarily divided into two categories: private placement securities and over-the-counter (OTC) securities. Private placement securities are typically issued directly by companies to specific investors and are not traded on public markets. OTC securities are traded in the OTC market, featuring lower liquidity and less price transparency. The main characteristics of non-marketable securities include low liquidity, high transaction costs, and information asymmetry.

Case Studies

A typical case involves private placement bonds issued by certain companies, which are not traded on public markets but sold through private agreements to institutional investors. Another example is the stocks of some small businesses, which may be traded on the OTC market but have low trading volumes and high price volatility due to lack of market demand.

Common Issues

Investors dealing with non-marketable securities often face issues such as liquidity risk and pricing difficulties. Since these securities are not traded on public markets, investors may find it hard to locate buyers, leading to liquidity risk. Additionally, the lack of market price references can result in pricing difficulties, requiring investors to rely on valuation models or expert opinions.

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