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

Currently, there is a specialnormative 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 defines the features of the formation and functioning of professional participants in transactions. Let's consider further the comments to the law "On the securities market".

on the securities market law

Brokerage activities

The Law on the Securities Market (2015)) gives definitions to 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 agreement, financial instruments when providing them with relevant services.

Important point

The broker is obliged to execute conscientiouslyclients 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 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 on organized trades, each of whose participants are a broker, do not cease if 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 instruction 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 obligated to compensate for the damage.

Comments on the Securities Market Act

Accounting of finance

Customer money transferred to a broker for the commissionrelated transactions and conclusion of contracts, as well as those received by the intermediary, 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 to foreclosures on the obligations of a 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 participantclearing, upon the order of the client must open a special separate brokerage account for the implementation or enforcement of the relevant 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 clients who granted the broker the right to use them should be credited to brokerage accounts separate from those of other investors.

Dealer activity

Its features are also defined in the normativeact "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 may declare otheressential conditions of transactions. 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 execution of this requirement, an action may be brought against him for compulsory fulfillment of the obligation or for compensation of losses.

federal law of the Russian Federation on the securities market

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. Being financial instruments of a derivativetype, 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 the provision of the subject, who is not an IP, to assume obligations that are larger than the amount provided by that citizen.
  2. The subject of which is foreign currency, the termthe implementation of the terms for which is 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"securities "the above transactions can be made exclusively in relation to the currency that has alphabetic and digital codes.They are established by the executive power institution that implements the functions of providing state services in the field of ensuring the uniformity of the measurement system and technical regulation.

Management of financial instruments

It is not required to carry out this activitylicense, if it is exclusively related to the implementation of the rights of the person in charge of 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"instructs the market participant, who carries out 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.

under the federal law on the securities market

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 requirements of regulatory enactments. They include:

  1. The assignment of a duty to the manager at the request of the Central Bank or the customer 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 whichconcluded contracts or made transactions. 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 for the application of the above-mentioned consequences may be presented within 1 year from the receipt of the client's report indicating the violations committed.

Rights and Restrictions

In accordance with the Federal Law "On Securities Market",the manager must keep records 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 for 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 foundermust give an indication of the founder's exercise 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, the costs associated with the consideration of disputes are paid for at the expense of the trust management facility.

federal law 39 on the securities market

Activities of the depositary

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

Activities related to the maintenance of the register

As it is recognized collection, processing,fixing, storing and providing information on the owners of financial instruments in cases specified by law. This activity is authorized only by the legal entity. The entity conducting the register is called its holder. They can be a professional participant in transactions in the securities market. However, 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. Information database of owners is a system of recording about the persons to whom 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.

changes in the law on the securities market

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 by twoways. 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 for a professional participant to conduct brokerage activities on the basis of an applicant's application is allowed only on the basis of the conclusion of contracts that act as derivative financial instruments, the main asset of which is production. 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. The repeated failure to comply with the Central Bank's instructions throughout the year.
  3. Absence of a subject having a license at the address specified in the Unified State Register of Legal Entities.
  4. The repeated violation of the deadline during the yearreporting for more than 15 days (working). The control dates are established by the federal legislation and 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.
    law of the Russian Federation on the securities market
  6. Termination of current work by managementprofessional 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 absence of a subject exercising administrative functions for more than one month without imposing them on another entity corresponding to the requirements established for the management position .
  7. Repeated violations during the year by a professional participant of legislative provisions on enforcement proceedings or securities.
  8. Other circumstances stipulated by regulatory enactments.

When the Central Bank decides oncancellation of the permit to conduct professional activities, the organization is obliged to terminate 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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