Robot traders and market manipulation : A legal analysis of High-Frequency Trading in the light of MAR and MiFID II

The landscape of equity trading changed when computer algorithms commenced to analyse large volumes of stock market data faster than a fraction of a second. Advances in technology have enabled trading algorithms to initiate, route, and execute orders on aspects of market timing, optimising order quantity, and deciding price parameters with limited human intervention. The distinctive features of high-frequency trading are low latency, high order to trade ratio, co-location, and short holding periods. Besides contributing to profitability, cost efficiency, and competitiveness, it has also amplified issues such as systemic risk and market disruption. European legal frameworks – in particular the Markets in Financial Instruments Directive II (MiFID II) and the Market Abuse Regulation (MAR) – have been and still are a response to this fairly new proprietary trading paradigm. This thesis interprets and analyses the risk mitigation and market manipulation requirements in order to clarify whether the legislation regarding high-frequency trading is compliant with the underlying appropriateness of MiFID II, MAR, and the Swedish Securities Act. The following two chapters provide an overview of the capital market with its participating actors and an outline of requirements for high-frequency trading investment firms. The ban on market manipulation is thereafter examined, systemised, and exemplified vis-à-vis fictitious transactions through manipulative schemes. Lastly, a case law analysis is conducted in respect of market abuse and defective trading algorithms. This thesis finds plausible causation between defective trading algorithms, investor confidence, and market manipulation. Nevertheless, high-frequency trading per se is not considered to meet the necessary prerequisites for market manipulation stated in MAR. Information provision is one of the foremost tools to mitigate risk linked to systemic events and disruptive markets. However, too extensive requirements can potentially inhibit innovation and infringe legal rights related to inter alia, intellectual property, exempli gratia, trade secrets