Federal Law No. 39-ФЗ On the Securities Market: General Provisions

Federal Law 39- regulates relations arising in connection with the issue and circulation of financial instruments, regardless of the type of issuer, the rules for the creation and operation of professional participants in trading floors. Next, we consider some of the provisions of the normative act.

General information

There are various types of activities in the securities market. It is carried out, as a rule, by professional participants. Currently, organizations that provide various services to investors are quite common. The key task of participants in trading floors is the preservation and increase of capital. The basic rules are established by the considered regulatory act, as well as the Central Bank of Russia. It acts as a regulator and a key regulatory body.

Dealer activity

It is associated with transactions involving the purchase or sale of financial instruments. These operations, in accordance with 39- "On the Securities Market", are carried out at their own expense and on their own behalf through a public announcement of the cost with the obligation to purchase / sell. Professional participants can be strictly defined entities. The purchase / purchase of bonds and other financial instruments is carried out by legal entities, which are commercial entities, as well as state corporations, if the relevant powers are provided for by regulatory acts regulating their work.

Setting conditions

Dealer activity includes the definition of:

1. The maximum / minimum number of financial instruments for sale / purchase.
2. The term at which the price is set.

In the absence of indications of other material conditions in the announcement, the professional participant must enter into a transaction at the client's suggestion. In case of avoidance of this, in accordance with 39- "On the Securities Market", a lawsuit may be brought against him for the enforcement of the established requirement or for compensation for losses incurred by the investor.

Administration

Securities management involves operations with financial instruments, cash used for transactions, as well as the conclusion of contracts. For its implementation, as a general rule, a license is required. The exception is cases where management is associated only with the exercise of rights in financial instruments. The order of transactions is governed by the normative act in question and the contract. When conducting business, a professional participant must indicate that he is acting as a manager.

Rights and Responsibilities

If a conflict of interest of a professional participant and one / several clients, which the parties were not aware of in advance, led to transactions that caused damage to the latter, the manager is obliged to compensate for losses at his own expense. The normative act in question establishes the rights of subjects. In particular, a professional participant, in accordance with 39- "On the Securities Market", can purchase financial instruments that are intended for qualified investors, as well as enter into appropriate agreements. In violation of the prescribed requirements, certain negative consequences for the subject occur. Among them:

1. Assignment of the obligation to realize financial instruments and terminate contracts acting as their derivatives. The corresponding requirement may be submitted by the Central Bank of Russia or directly by the client.
2. Compensation for losses incurred as a result of the sale of financial instruments and termination of contracts.
3. Payment of interest on the amount of transactions / signed agreements. Their size is established by art. 395 GK. If there is a positive difference between the amount received during the sale of securities / termination of contracts and the funds paid in connection with the purchase / sale of financial instruments, interest is paid in the amount uncovered by it.

A statement of claim on the application of the corresponding consequences of a professional participant in transactions in violation of the requirements of 39- "On the securities market" may be submitted within a year from the date of receipt of the relevant report by the client.

Additional features

The manager can independently submit any claims related to his activities to the court, including the right to direct them to shareholders and other owners of securities. In this case, he will incur the corresponding costs, including state duty. They are compensated from property acting as an asset in trust. A professional participant is also entitled to instruct another entity to make transactions. They are carried out on behalf of the manager or trustee. Transactions are made at the expense of the property that is the subject of the contract. The manager is entitled to reward. The condition for its payment is established in the contract. In addition, he has the right to compensation of expenses incurred by him in trust, at the expense of the relevant property. This right may not be conditional on the receipt of transaction income.

Responsibilities

The manager must keep a record of securities acting as objects of his activity, as well as for each contract. At its discretion, a professional participant exercises all the rights established by financial instruments. The trust agreement may establish restrictions. For example, to exercise the right to vote. If it is not limited, the manager shall perform duties related to the ownership of securities. In the absence of authority to vote at a general meeting of owners of financial instruments and investment shares, a professional participant must provide information about the founder of the agreement to compile a list of entities having such an opportunity. The commented normative act establishes other obligations as well. In particular, at the request of the founder, the manager gives the depositary an instruction on the first to exercise voting rights.

Transfer agent

He is involved by the registrar, maintaining the register of owners of financial instruments, to implement part of the functions. The subject performs operations on the basis of the relevant contract and power of attorney. In the process of carrying out activities, transfer agents must indicate that they work on behalf of and on behalf of the registrar, present the necessary documents to interested parties.

Rights

They are prescribed in the contract and power of attorney. Attracted entities are entitled to:

1. Accept the documentation necessary for performing operations in the registry.
2. Provide registered and other persons with extracts from l / s, notifications and other information provided by the registrar.

Responsibilities

Involved entities should:

1. Take appropriate measures to identify persons who submit documents to perform the necessary operations in the registry.
2. Provide registrar access to accounting materials upon his request.
3. Observe the confidentiality of information obtained in the implementation of the relevant operations.
4. Perform an authorization check of representatives of registered persons.
5. Verify the signatures of individuals according to the rules established by the Central Bank.
6. Observe other requirements specified by the Central Bank.

The calculation of the term for performing operations in the registry or for refusing to conduct them begins from the date of acceptance of the involved participant of the relevant documentation and authority. The transfer agent and registrar in the interaction should exchange information and materials in electronic form.

Information Submission Rules

At the request of the entity obliged for financial instruments (the issuer), the nominal holder of securities or the person who carries out their mandatory centralized storage must provide a list of owners. It is formed on the date specified in the request. The issuer may declare the specified requirement if the provision of this list is necessary for him to fulfill the obligations specified in federal law. This list is sent within fifteen days from the date of receipt of the request. If the date specified in the request comes later than the calendar date of its receipt, the period shall be calculated from the day specified in the notification.

List contents

The list of owners should indicate:

1. Type, type (category) of financial instruments and information allowing them to be identified.
2. Information about the issuer.
3. Information about the owners of securities, including a foreign company that is not a legal entity under the laws of the country in which it was formed, as well as other entities that exercise the rights to financial instruments, and the persons in whose interests they are exercised. Information about the latter may not be included in the list. This is subject to certain conditions. In particular, a person who exercises rights in financial instruments is a management company of an investment mutual fund or a foreign organization participating in collective / joint investment schemes, both without and with the formation of a legal entity, if the number of participants is more than 50.
4. Information on persons whose rights to financial instruments are accounted for by the treasury account of the issuer, deposit accounts and other accounts defined in other federal laws, if these entities do not realize the existing legal opportunities.
5. Information allowing identification of the persons indicated in the previous two paragraphs. The list includes the number of securities owned by them.
6. The international identification code of the entity that records the rights to financial instruments of organizations and persons specified in clauses 3-4, including a foreign nominal holder and a foreign company entitled to transfer and record rights.
7. Data on persons who did not provide information for the formation of the list, as well as the number of papers for which information was not received.
8. Information on the number of financial instruments that are recorded in the accounts of unidentified entities.

Conclusion

The registry holder may require registered entities, and the depository - from depositors, if they act as nominee owners (including foreign ones), to provide information for forming lists for a specific date upon receipt of the above request. The person with whom the account is open is obliged to provide the necessary information for compiling the list. An entity that exercises the rights to financial instruments in the interests of other participants, at the request of the registry holder or the depository, performing accounting, must send the requested data to create a list of owners.