Let me start by saying I feel IB is an excellent firm offering an excellent product that many traders enjoy using, but is not right for everyone. In my opinion, IB is a trading firm (Timberhill), that has a brokerage arm to make money, reduce the over head for the trading arm, and provide order flow to Timberhill at the lowest cost. There is nothing wrong with any of this, but to me, it appears the trading arm is their primary focus. I would want my broker to put my needs first.
As a share holder of IB, understand that Thomas Peterffy controls the Class B voting stock and 86% of the company. The following is from their annual report:
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Control by Thomas Peterffy of a majority of the combined voting power of our common stock may give rise to
conflicts of interests and could discourage a change of control that other stockholders may favor, which could
negatively affect our stock price, and adversely affect stockholders in other ways.
Thomas Peterffy, our founder, Chairman and Chief Executive Officer, and his affiliates beneficially
own approximately 86% of the economic interests and all of the voting interests in IBG Holdings LLC,
which owns all of our Class B common stock, representing approximately 89.2% of the combined voting
power of all classes of our voting stock. As a result, Mr. Peterffy has the ability to elect all of the
members of our board of directors and thereby to control our management and affairs, including
determinations with respect to acquisitions, dispositions, material expansions or contractions of our
business, entry into new lines of business, borrowings, issuances of common stock or other securities,
and the declaration and payment of dividends on our common stock. In addition, Mr. Peterffy is able
to determine the outcome of all matters requiring stockholder approval and will be able to cause or
prevent a change of control of our company or a change in the composition of our board of directors
and could preclude any unsolicited acquisition of our company. The concentration of ownership could
discourage potential takeover attempts that other stockholders may favor and could deprive
stockholders of an opportunity to receive a premium for their common stock as part of a sale of our
company and this may adversely affect the market price of our common stock.
Moreover, because of Mr. Peterffyâs substantial ownership, we are eligible to be and are, treated as
a ââcontrolled companyââ for purposes of the NASDAQ Marketplace Rules. As a result, we are not be
required by NASDAQ to have a majority of independent directors or to maintain Compensation and
Nominating and Corporate Governance Committees composed entirely of independent directors to
continue to list the shares of our common stock on The NASDAQ Global Select Market (ââNASDAQ
GSââ). Our Compensation Committee is comprised of Messrs. Thomas Peterffy (Chairman of the
Compensation Committee) and Earl H. Nemser (our Vice Chairman). Mr. Peterffyâs membership on
the Compensation Committee may give rise to conflicts of interests in that Mr. Peterffy is able to
influence all matters relating to executive compensation, including his own compensation.