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"On the securities market" - Law 39-FZ. Changes and Comments

Currently, there is a special regulatory act on the securities market. The law is designed to regulate the relations that arise in connection with the issue and circulation of financial instruments. The document also determines the features of the formation and functioning of professional participants in transactions. Let's consider further comments to the law "On the securities market."

Brokerage activities

The Law "On the Securities Market" (2015) defines the main participants of transactions and establishes the scope of their functioning. In particular, brokerage activity is the execution on behalf of the client of civil transactions with financial instruments or the conclusion of agreements acting as their derivatives. This work is carried out on the basis of contracts of compensated nature. Accordingly, the participant conducting such an activity is called a broker. To become a professional, he must know everything about the securities market. The law allows the broker to purchase at his own expense unplaced in time, established by the agreement, financial instruments when providing them with the relevant services.

An Important Moment

The broker is obliged to execute conscientiously clients' orders in the order of their receipt, analyze and provide up-to-date information on the securities market. The law establishes the priority of transactions by order of investors in comparison with dealer operations when combining activities. If the conflict of interests of the client and the broker, about which the first was not notified, caused the losses, the intermediary should compensate them according to the rules defined by the Civil Code.

Rights and obligations

The Federal Law "On the Securities Market" allows for the conclusion of transactions and the conclusion of contracts by a broker acting as a commercial representative of different parties that are not entrepreneurs, including if this is based on the content of the agreement. Obligations that have arisen on the basis of a contract that is not signed in an organized auction, each of whose participants are a broker, do not cease when the creditor and the debtor coincide in one person, if they are performed by third parties or at the expense of various clients in the interests of different investors. The Federal Law "On the Securities Market" does not allow the conclusion of such an agreement, if it is carried out for the purpose of executing an order that does not contain the price of the contract or the procedure for its establishment. In case of violation of these requirements, the broker is obliged to compensate for the damage.

Accounting of finance

The client's money transferred to the broker for the completion of the relevant transactions and conclusion of contracts, as well as the intermediary received by them, must be on the account with the credit institution. At the same time, he is obliged to keep a record of the finances of each client and provide them with reports. The funds that are on special brokerage accounts can not apply foreclosures on the obligations of the commercial intermediary. He also does not have the right to credit his own finances to them, except for cases in which a refund or credit is provided. This provision is new in the document. These amendments to the Law "On the Securities Market" were introduced by normative act No. 281.

Additionally

A broker who acts as a clearing participant must, by order of the client, open a special separate brokerage account for the implementation or enforcement of the corresponding obligations. A commercial intermediary may use the funds in its own interests, if it is provided for in the service agreement. In this case, the broker is obliged to guarantee the client the execution of his orders at the expense of these financial resources or their return. The money of the clients who granted the broker the right to use them should be credited to brokerage accounts separate from the accounts of the remaining investors.

Dealer activity

Its features are also defined in the normative act "On the securities market". The law specifies that the dealership deals with the purchase and sale of financial instruments at their own expense and on their own behalf through the announcement of the public cost of buying / selling with the obligation to enter into appropriate contracts at fixed prices. Such actions can only be carried out by a legal entity acting as a commercial enterprise. The dealer may be a state corporation, if the relevant opportunities are defined in the legislation.

Nuances

In addition to the cost, the dealer has the right to declare other material terms of the transaction. For example, this may be the maximum and minimum number of financial instruments intended for purchase / sale, the period during which the established value will operate. In the absence of instructions in the announcement for other conditions, the dealer must conclude the contract in accordance with the client's proposal. If the intermediary evades the execution of this requirement, an action may be brought against him for compulsory fulfillment of the obligation or for compensation of losses.

Forex Dealers

The Law on the Securities Market (2015) establishes a list of contracts, the conclusion of which will be recognized by the activities of these entities. It includes agreements:

  1. They are financial derivatives of a derivative type, the obligations of the parties for which are dependent on the state of the exchange rate of the respective currency or currency pairs and the condition for signing of which is giving the non-IP subject the opportunity to assume obligations that are larger than the amount provided by that citizen.
  2. The subject of which is foreign currency, the terms of which are the same. In this case, the creditor under the obligation in one of the contracts acts as a debtor under another similar agreement. The prerequisite for concluding such contracts is the provision of an individual (not an individual entrepreneur) to take on responsibilities that are greater than the amount of security given to a forex dealer.

According to the Federal Law "On the Securities Market" the above transactions can only be made in relation to the currency that has alphabetic and numeric codes. They are established by the executive power institute, which implements the functions of providing state services in the field of ensuring the unity of the system of measurement and technical regulation.

Management of financial instruments

The implementation of this activity does not require a license, if it is solely related to the implementation of the rights by the person in charge of the securities. It includes the trust management of financial instruments, money intended for the performance of relevant transactions or the conclusion of contracts.

Credentials

Federal Law No. 39 "On the Securities Market" requires a market participant who performs trust management to indicate its status. If a conflict of interest has led to the losses of the client, the responsible person is obliged to compensate them at his own expense in the manner provided for in the Civil Code. The Law of the Russian Federation "On the Securities Market" defines the list of powers of the manager. In particular, the said participant has the right to purchase financial instruments and enter into contracts that are intended for qualified investors only if the client is himself that.

Responsibility of the manager

The Law "On the Securities Market" provides for a number of consequences for the responsible bidder in the event of violation of the regulations of the normative acts. They include:

  1. The assignment of a duty to the manager at the request of the Central Bank or the client to implement financial instruments and terminate the relevant contracts.
  2. Reimbursement of losses to the investor, caused during the sale and termination of agreements.
  3. Payment of interest on the amount for which contracts were concluded or transactions were concluded. The amount of interest is established by the rules of Art. 395 CC. With a positive difference between the amount received from the sale of financial instruments, the termination or performance of agreements, and the amount paid in connection with the acquisition and sale, the conclusion, termination, performance of contracts, interest is payable in an amount not covered by this difference.

A statement of claim on the application of the above-mentioned consequences may be presented within 1 year from the moment the client receives the report indicating the violations committed.

Rights and Restrictions

In accordance with the Federal Law "On the securities market," the manager must keep a record of financial instruments acting as management objects for each agreement. At its discretion, this participant realizes all the legal opportunities enshrined in the shares. A contract on trust management may establish a restriction on the right to vote. If it is not available, the person in charge is responsible for owning the financial instruments that act as the object of the relevant transaction. If the manager is not entitled to vote, the Law on the Securities Market (39-FZ) requires him to provide information about the founder. This is necessary to form a list of entities that have the opportunity to participate in the general meeting of shareholders / participants.

In addition, the manager at the request of the founder must provide an indication of the implementation of the founder of the right to vote. The responsible person can apply to the court with any claim arising from the performance of his activities, including those subject to which the shareholders or other owners of financial instruments act. At the same time, costs associated with the consideration of disputes are paid for through the trust management facility.

Activities of the depositary

As its Federal Law "On the Securities Market" recognizes the provision of services for the storage of certificates or the transfer and accounting of rights to financial instruments. The depositary, which performs settlements on the basis of transactions concluded under agreements with the organizers of trading or clearing companies, is called settlement. A person who uses the services mentioned above is called a depositor. A depositary agreement is concluded between the participants. The RF Law "On the Securities Market" establishes a number of requirements for an agreement. First of all, it should be made in writing. The depositary must approve the conditions under which it will carry out its activities and which act as an integral part of the contract.

Activities related to the maintenance of the register

As it is recognized collection, processing, recording, storage and provision in the cases specified by law information about the owners of financial instruments. This activity has the right to carry out only the legal entity. The entity conducting the register is called its holder. They can be a professional participant in transactions in the securities market. At the same time, he must have a license to carry out the relevant activities. In cases stipulated by law, another professional participant also acts as the holder. The registrar can not make transactions with the issuer's financial instruments, the register of which owners it maintains. The information base of the owners is a system of recording about the persons to whom the personal accounts are opened. It is formed at a specific point in time. The register also contains notes on securities that are recorded in these accounts, encumbrances and other data, the list of which is established in the legislation. The holder conducts its business in accordance with the regulatory acts of the Central Bank, the rules approved by him. The requirements for the latter are set by the Central Bank.

State regulation

The functioning of the market is controlled by the state. Regulation is carried out:

  1. Establishment of mandatory requirements for the implementation of activities by professional participants and its standards.
  2. Registration of issues of equity securities and prospectuses, control over compliance by issuers with obligations and conditions established in them.
  3. Licensing the activities of market participants.
  4. The formation of a system to protect the interests of owners and control compliance with their issuers and other entities.
  5. Prohibition and suppression of the activities of persons carried out without a license.

Specificity of permits

Licensing of work is carried out in two ways. Subjects may obtain permission to maintain a register or to carry out activities as a professional participant in bidding. Licenses are issued on the basis of an application. Granting permission of a professional participant to conduct brokerage activities on the basis of an applicant's application is allowed only on the basis of concluding contracts that act as derivative financial instruments, the main asset of which is production. The licensing requirements and conditions may vary depending on the transactions and transactions performed during the work.

Suspension and revocation of permits

These actions are part of the authority of the Central Bank. The following can serve as grounds for cancellation of licenses:

  1. Application of the professional participant in the bidding in writing.
  2. Repeated failure to comply with the Central Bank's instructions throughout the year.
  3. Absence of a subject having a license to the address specified in the Unified State Register of Legal Entities.
  4. Repeatedly during the year violation of the reporting deadlines for more than 15 days (workers). The control dates are established by the federal legislation and the normative acts adopted in accordance with it.
  5. A repeated violation within a year of the requirements for the provision of materials and information, the list of which is established in legal documents.
  6. Termination by the management of the current work of a professional participant. In particular, it is a question of taking a decision on the early termination or suspension of the powers of the acting executive (single) body without appointing a new, temporary or absent entity exercising administrative functions for more than one month without imposing them on another entity that meets the requirements for the leadership position .
  7. Repeated violations during a year by a professional participant of legislative provisions on enforcement proceedings or securities.
  8. Other circumstances stipulated by regulatory enactments.

When the Central Bank makes a decision to revoke a permit to conduct professional activities, the organization must cease its obligations within the time limit set by the Central Bank. In this case, this period can not be more than 1 year. Obligations arising under depository agreements should be terminated with the fulfillment of the conditions stipulated by the regulatory acts of the Central Bank.

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