What it is:
Also called dark pools, upstairs trading refers to trading activity that occurs directly between parties without the use of an exchange, thereby keeping the transaction private.
How it works (Example):
Upstairs trading usually is done by institutions. For example, Company XYZ and Company ABC are pension transaction costs might also be lower.in California and Oregon, respectively. Company XYZ wants to sell 2 million of McDonald’s (NYSE: MCD) to Company ABC. However, the trade is so large that investors might regard the transaction as a sell signal on MCD, which could tank the and make further sales more difficult for the seller. Thus, the two companies decide to do the trade off the exchange (i.e., "upstairs"). The
Why it Matters:
Upstairs trading provides anonymity. It also provides a way to avoid destabilizing the markets if a trade is particularly large, and they increase liquidity in the markets by increasing the ease with which the buyer can buy and the seller can sell. However, upstairs trading is controversial because it prevents all investors and participants from knowing the true prices at which specific securities are valued in all arm’s-length transactions. Given that upstairs trading reportedly constitutes 20% of all market , according to some sources, the controversy is bound to continue or increase with its popularity.