Market participants valuable papers are issuers, investors and intermediaries.
I. Issuers are those who issue securities in order to raise funds. These include:
1. State (Ministry of Finance, Treasury).
municipal authorities.
3. Legal entities - industrial corporations, banks, financial and credit organizations.
4. Individuals.
II. Investors are those who buy securities. They are divided into institutional and individual investors.
I. To institutional! Investors include financial and credit institutions that carry out transactions with securities.
Commercial banks are universal banks, which, among other operations, perform operations with securities. One side, commercial banks place their own securities, on the other hand, they are engaged in investing in securities, as well as reselling securities. In countries where there are no investment banks, such as Germany, they take over the functions of investment banks. Commercial banks, as a rule, carry out fairly stable operations in the securities market and rarely perform speculative operations. They primarily form a portfolio of liquid securities, which include government securities, primarily short-term, blue chips. Such investments are necessary for a commercial bank to create a reserve for household deposits. Commercial banks place long-term funds in long-term government securities, corporate securities - shares and bonds. To carry out transactions for the purchase, sale of securities, i.e., to receive income in the form of margin, banks can purchase short-term securities - bills, certificates, discount bonds, and shares.
investment banks- this is specialized banks whose main activity is related to the securities market.
The functions of such a bank include: raising funds by issuing its own securities, secondary distribution of shares and bonds, mediation in the placement of international securities, advising corporations on investment issues. Investment banks are of two types.
Banks of the first type, which deal exclusively with securities transactions. These banks are prohibited from accepting deposits from the population, and they form capital only through the placement of shares and bonds. They place their funds in corporate securities, less often in government securities. In addition, they carry out extensive activities in the primary securities market, it is with them that corporations enter into an underwriting agreement, i.e. they help corporations place securities. They also provide advice to clients. Such banks are typical for the USA, Canada.
Banks of the second type attract funds by accepting deposits from the population and issuing their own securities. At the same time, it should be noted that they attract long-term deposits, which allows them to invest in long-term securities, as well as provide long-term loans. These banks should first of all create reserves from highly liquid securities (short-term government securities) in order to ensure their solvency, since clients can withdraw funds from the deposit before its expiration.
However, the bulk of the funds are placed in long-term securities. These banks also carry out their activities in the primary securities market, assisting in the placement of securities, provide consulting services, they are also represented in the secondary market. Such banks exist to a greater extent in countries where the securities market has not been widely developed, for example, in Italy, in the future they will be in Russia.
Insurance companies are companies whose main activity is insurance. At the same time, they mainly attract long-term funds, which they place on the securities market, acting as a large institutional investor. They form their investment portfolio, firstly, from government securities, which ensure the reliability of investments and liquidity, i.e.
the ability to sell at any time with minimal losses, secondly, from blue chips, pursuing the same goals as in the first case - reliability and liquidity, thirdly, from corporate stocks and bonds, which account for the bulk of investments and which bring the bulk of the income from the placement of funds.
Pension funds are organizations involved in attracting funds from the population in the form of contributions with a view to their subsequent return in the form of an accumulated pension. In order to accumulate funds, pension funds place attracted funds primarily in the securities market, which allows them to be classified as participants (investors) in the securities market. Pension funds, due to their specific nature, attract long-term funds, which gives them the opportunity to invest money by buying securities on long terms. The objects of such investments, as a rule, are stocks and bonds. There are two types of funds: funded, which imply a funded pension system, and unfunded, redistributing funds from employees to pensioners. Funded pension funds form long-term investment portfolios consisting of government and private securities, with almost 80% of assets pension funds corporate securities, and more than 30% of the assets are ordinary shares. Unfunded - prefer short-term investments in government securities, since the period between receipts and payments is very short. In conditions when the income of an unfunded pension fund is greater than the payments (and this is becoming less common every year), they are also invested in long-term securities. Pension funds are state and non-state. If the fund is state, then the main part of the funds is directed to the purchase of government securities. Private pension funds are formed at any enterprise, and in this case, the main part of the securities that form the portfolio of securities are the securities of this enterprise.
Investment companies are companies that form their funds by issuing shares. As a rule, they rarely issue bonds. Place money also in the shares of other companies. As a profit, they have a margin between the amount they paid for raising funds
3.1. Subjects of the securities market
funds, and the amount they received in the form of dividends. The sphere of activity of investment companies in the market is very extensive. In addition to investing in securities, they are engaged in the formation of subsidiaries, financing investment projects, provide assistance in organizing the placement of securities, issue guarantees for the placement of securities, and carry out dealer activities. All this brings additional income, which is received in the form of dividends by the shareholders of these companies. Currently investment companies exist in two forms: open and closed type. Public investment companies, which are called "mutual funds", issue their shares gradually, in certain tranches, mainly to new buyers, thus gradually building their own capital and expanding their activities. These shares can be traded and resold on the market. Investment companies of a closed type issue shares at once in a certain amount. The new buyer can only purchase them on the market from the previous owner at the market price. Such companies operate most successfully in the USA and Canada. Japan, England, last years began to expand their activities in Germany. In Russia, such companies have not yet received wide distribution.
Fund management companies are organizations that manage the assets of investment, non-state pension or mutual funds. Investment and pension funds are usually managed by investment companies that have received the appropriate licenses that give them the right to manage the funds' assets. Control mutual fund- this is an exclusive type of activity that can only be combined with the management of other funds.
Investment funds are organizations formed in the form of an open joint-stock company, the main activity of which is investment. Investment funds in their activities rely on collective forms of investment. They attract funds from small and medium-sized investors and form appropriate portfolios of securities on the securities market that generate income. At the same time, it should be noted that collective forms of investment have a number of advantages: firstly, an investment fund can place funds not in one or two securities, but in enough a large number of securities, thus creating
Chapter 3. Participants of the securities market
portfolio of securities (a set of securities acquired by an investor), and at the same time ensure more income, since the securities will be included with different yields. Not always the same can afford a small investor. Secondly, diversification (dispersion) of investments in securities is ensured, which leads to a reduction in risk, since even if several securities from the investment portfolio do not bring income, these losses will be covered by income from other securities. Thirdly, the investment fund saves on costs due to the increase in the scale of operations, which is due to the fact that the costs of tracking information for managing a small portfolio and conducting operations (primarily paying commissions) per investment unit are much higher than for a professional fund. investor with a large investment portfolio. Fourthly, the professionalism of investment funds leads to an improvement in the quality of the portfolio and, accordingly, not only reduces the risk of investments, but also increases its profitability. All this has led to the fact that the role of investment funds in the developed securities markets is becoming increasingly significant. In Russia, the first investment funds appeared as voucher investment funds, and their activities were related to the conduct of vouchers, i.e. they purchased vouchers, invested money and paid the owners income. However, due to many reasons, primarily due to low professionalism, the majority of voucher investment funds ceased to exist, while others, having curtailed their activities a little in the late 1990s, have now seriously expanded it. Currently on Russian market there are a lot of investment funds that work successfully, bringing their clients a fairly stable high income.
2. Individual investors whose tasks include the acquisition of securities for the purpose of investing money and generating income. These include individuals and entrepreneurs.
III. Professional participants in the securities market. They are constantly in the market, they know the market perfectly, they are intermediaries in the securities market or organize it. 1. Intermediaries. These include: intermediary brokers acting at the expense of the client and on behalf of the client, dealers acting on the securities market on their own behalf and at their own expense as intermediaries between buyers and sellers. Brokers are intermediaries between buyers and sellers of securities
3.1. Subjects of the securities market
magician, who are constantly busy mediating the purchase and sale of securities. They are part of the staff of the exchange, trade in the commodity sections and register the verbal consent of the brokers of the seller and the buyer to conclude the transaction. The broker works closely with the broker and receives remuneration from each of the parties involved in the transaction, in an amount that depends on the amount of the transaction. A distinction is made between a registered broker, an exchange member who buys / sells securities at his own expense, a stock broker who quotes securities rates, and an operating broker who carries out transactions on behalf of brokers at their expense. In Germany, in particular, free brokers are distinguished, which are analogues of dealers, i.e. act as intermediaries between credit institutions, as well as between banks that do not have a sufficient number of their own employees on the stock exchange, work at their own expense and determine the course in regulated and free trade, and official exchange brokers acting as professional intermediaries, analogues of brokers appointed by the Supervisory Board stock exchanges that perform the functions of accepting applications for transactions with securities and determining their rate, receiving a commission, the place of their activity is parquet or parquet trade. Jobbers are stock market consultants and the most highly paid part of the intermediaries. Their activities are necessary in the market due to the constant expansion of the scale and structure of the securities market, the complexity of operations in this market. Jobbers are needed not only to correctly assess the value of already issued securities, but also to help issuers carry out their new issues. They are approached by dealers, investors, and they give one-time advice, solve complex market problems, determine the prospects for changes in securities prices, etc. For this they receive a commission. They are allowed to operate in the market only as dealers, they are prohibited as brokers.
2. Registrars - organizations that maintain registers of registered securities holders.
Such organizations do not exist in all countries. For example, in Germany, the responsibility for collecting registries and transferring them to issuers is assumed by the depositary system, in particular, the central depository created in accordance with the recommendations of the G30, which is called the BCU (“German
Chapter 3. Participants of the securities market
Cash Union). The "Deutsche Cash Union" performs the functions of a clearing house and depositary, while cash settlements based on the results of transactions in the stock market are conducted through the Deutsche Bundesbank. At the same time, registration activity in Russia is exclusive and cannot be combined with any other.
3. Depository - an organization that provides services for the safekeeping of securities and / or registration of rights to them. As a rule, the depository exists at the exchange.
4. The clearing organization carries out clearing, i.e. activities to determine the mutual obligations of participants in transactions with securities (both cash and settlements in securities), the offset of these obligations and settlements on net obligations. In practice, on the exchange, this function is taken over by the clearing house.
5. Investment advisors are individuals or firms who advise their clients on investing money for a fee.
They offer a variety of services - from advice on the choice of securities and strategy to complete management of the client's money transactions, including financial planning, preparation tax returns etc. The most generalized form of advice is a newsletter that is published by the consultant and given to clients. These bulletins provide general advice on the state of the economy, current events, market conditions and individual securities. In addition, investment advisors offer comprehensive investment appraisals, recommendations and management services. For an appropriate remuneration, they can make an assessment of the goals chosen by the investor, his financial capabilities, the current investment portfolio, and also offer one or another sequence of actions. In some cases, the consultant is given full control over the client's portfolio. Investment advisors are financial planners, stock brokers, bank employees, employees of agencies that publish subscription financial information, as well as persons working as consultants in individually and in consulting firms. A financial planner works with an individual client on financial plan or strategy. Personal financial planning is the organization of all personal assets, liabilities and sources of income, which allows you to
3.1. Subjects of the securities market
solve the financial problems of the investor to the maximum extent possible. The financial planner determines the financial goals of the client, which may include - ensuring the protection of savings from impairment, obtaining a high current income, profitable investment of funds with a view to the future, maximizing investment growth for short term, motives for investments, depending on the age, character, social status of the client; investment risks, such as total or partial loss of invested funds, depreciation of funds while maintaining their nominal amount, non-payment of all or part of the expected income, delay in receiving income. After the consultant has clarified the client's goals, introduced the client to the risks, learned his financial capabilities, he begins to study the market, evaluate all related information, selects an appropriate strategy for buying and selling securities, draws up a written plan, helps to execute it and from time to time revises this plan in accordance with real conditions. As a rule, the consultant offers several options and justifies them. The final decision is made by the client. The consultant receives a fee for the services rendered (conclusion of insurance contracts, investment in financial assets, legal services) or a commission depending on the results obtained.
To provide services, a financial consultant in Russia, for example, must have a license to carry out brokerage or dealer activities, ensure the appropriate amount of own funds within the framework of the own funds adequacy ratio, have at least three specialists and a separate structural unit, submit to the Federal Service for financial markets notification of the professional participant's compliance with the requirements with the appendix of the calculation of own funds, balance sheet, income statement, list of employees, copies of qualification certificates, list of measures aimed at preventing conflicts of interest, use of proprietary information. After that, he will be allowed to engage in counseling.
The main function of stock brokers is to carry out purchase and sale on behalf of clients, for which they receive a commission. In addition, they can provide information and advice to their clients. Many brokers can analyze the client's portfolio and give him recommendations on what changes can be made to the portfolio so that he
Chapter 3. Participants of the securities market
better suited to the client's needs. Information to clients, as a rule, is provided free of charge, while portfolio analysis and management recommendations are paid. The advisory services offered by brokers are quite diverse. For example, in the United States, you can open a package account with a stock broker, which will shift the responsibility for selecting shares to a management professional. cash flows. Such a service is provided to large investors, since opening such an account requires a portfolio worth at least $100,000. A fee equal to 2-3% of the value of the assets included in the portfolio is charged for managing it. This fee includes a commission fee for ongoing transactions for the purchase or sale of securities, as well as a fee for the professional management of the account.
Like stockbrokers, bank tellers also provide advice to their clients on how to invest money. This is usually included in the functions of the trust department. The bank's services may be limited to maintaining the client's account, when the bank simply accepts securities for safekeeping, or the bank may also take over the management of the client's investments. Typically, small and medium-sized investors become clients of the bank. Since banks try to recommend only high-quality securities, the style of their recommendations and investment management is somewhat conservative. In recent years, an increasing number of banks have set up investment advisory units that, for a fee, manage portfolios of small investors.
Subscription agencies financial information provide their subscribers with advice of all kinds - from general advice on the state of the economy, markets and certain types of securities to periodic portfolio reviews and even active portfolio management of subscribers. For active management, an additional reward is taken. When subscribing, it is usually stipulated which personal tips are included in the subscription price, and which are provided for a separate fee.
Individual consultants manage the investment portfolios of their clients for a fee. These people are paid to know all the ins and outs. tax legislation, monitor market conditions and can apply their knowledge to help clients achieve their goals. As a rule, individual consultants serve few clients and are selective. Sometimes they
3.1. Subjects of the securities market
agree to manage the client's portfolio on an ongoing basis, which means giving them full control over the portfolio. More often than not, however, they make recommendations directly to clients as the situation evolves or new investment opportunities emerge.
The activities of companies advising in this area have a larger scale. To do this, they have researchers and consultants on staff, basically, like in the USA, jurors financial analysts specializing in certain types of portfolios. Some deal only with large portfolios of securities, selected with the expectation of growth in market value; others may have more conservative portfolios based on current income, but each client is served by one manager. These companies use mathematical models for calculations on computers and other complex analytical techniques. Companies prefer to have sufficient freedom to manage client portfolios, but at the insistence of clients, they may have the final say in the decision. Both consulting firms and freelancers prefer clients who invest $100,000 or more and, unlike financial planners, tend to limit themselves to investment matters.
As the US experience shows, many investors, especially not the richest ones, join investor clubs in search of advice and experience in building and managing a portfolio. In legal form, an investor club is a partnership with a specific organizational structure, procedural rules and a common goal that unites a group of investors. The goal of most of these clubs is to invest in securities with a moderate level of risk in order to obtain stable long-term income. Very rarely, investor clubs are created for the sake of financial speculation.
Investor clubs are usually formed by a group of individuals with the same goals and seeking to pool both their investment experience and capital to form a jointly owned investment portfolio. Clubs are built in such a way that certain persons are responsible for obtaining information about certain securities or strategies and for analyzing this information. Members of the club at their meetings exchange their findings and recommendations.
Chapter 3. Participants of the securities market
recommendations, discuss them and jointly decide whether to accept or reject the proposed tool or strategy. Most clubs oblige their members to make regular contributions to the general fund, thereby increasing the joint capital for further investments. Most often, clubs are engaged in investments in stocks and bonds, but sometimes they are formed for investments in options, transactions with real assets and real estate.
For novice investors who are counting on stable incomes, membership in the club is the most The best way studying the main issues of portfolio formation and management. A number of useful materials are published by the National Association of United Investors, uniting about 7 thousand such clubs, which holds meetings of club members to exchange information on the latest techniques and investment strategies. Those wishing to join such a club can get the necessary information and assistance from stock brokers. In addition, more and more investors are making decisions using personal computers, and clubs can help them do this by incurring the cost of software. 6. Self-regulatory organizations of professional participants in the securities market are voluntary associations of market participants that establish rules of conduct for their members in the market and operate on the principles non-profit organization.
All income of self-regulatory organizations is used exclusively for the fulfillment of statutory tasks and is not distributed among its members. Self-regulatory organizations are established by professional participants in the securities market in order to create a more favorable climate for doing business within the organization, to ensure the conditions for the professional activities of participants in the securities market, to comply with professional ethics standards in the securities market, to protect the interests of securities holders and other clients of professional market participants securities that are members of a self-regulatory organization, in their relations with state bodies, other market participants, non-members of the organization, establishing rules and standards for conducting transactions with securities that ensure efficient operation in the securities market, providing consulting assistance in preparing normative documents regulators in order to disseminate the experience gained within the organization to the entire market. Self-regulatory organizations have the right: to receive information on
3.1. Subjects of the securities market
the results of inspections of the activities of its members, carried out in the manner established by the Federal Service (regional branch Federal Service); to develop, in accordance with the Federal Law "On the Securities Market", the rules and standards for the implementation of professional activities and operations with securities by its members and monitor their observance; in accordance with the qualification requirements of the Federal Service, develop curricula and plans, train officials and personnel of organizations engaged in professional activities in the securities market, determine the qualifications of these persons and issue qualification certificates to them; create compensation and other funds for the purpose of compensating for the damage suffered by investors (individuals) as a result of the activities of professional participants (members of a self-regulatory organization).
The leading self-regulatory organization in the United States is the National Dealers Association, which in 1971 founded the NASDAQ over-the-counter market.
According to Russian legal norms, self-regulatory organizations can take the form of associations, trade unions, professional public organizations and perform the following functions: self-regulation of the activities of participants in the securities market, maintaining high professional standards and training personnel, developing financial market infrastructure, conducting joint scientific research, collective entrepreneurship in their own interests and protect the interests of investors. The Federal Service for Financial Markets (FFMS) supervises the activities of such organizations and controls their creation. There are currently five self-regulatory organizations in Russia:
The National League of Managers (NLU), founded on January 26, 2001 and carrying out self-regulation of professional participants in the securities market involved in the management of investment and mutual funds. This organization has no branches and representative offices.
The National Stock Association (NFA), established on July 9, 1996 and carrying out self-regulation in the field of brokerage, dealer, securities management, depository activities. This organization does not have branches and representative offices.
Chapter 3. Participants of the securities market
The Professional Association of Registrars of Transfer Agents and Depositories, established on September 14, 1994, is a self-regulatory organization of registrars and depositories, and since 2002 of clearing organizations. This organization has 5 regional offices (North-Western, Volga-Vyatka, Volga, Siberian, Ural) and 7 offices in the cities of Saratov, Kazan, Orel, Khabarovsk, Rostov-on-Don, Omsk, Krasnoyarsk.
Professional Institute for the Placement and Circulation of Stock Instruments (PROFI), established on October 29, 2003 and carrying out self-regulation of professional participants in the securities market, as well as brokerage and / or dealer activities in the securities market and providing services of financial advisors and / or participating in the placement and/or circulation of securities. This organization does not have branches and representative offices.
National Association of Members stock market(NAUFOR), founded in November 1995 by companies - professional stock market participants from various regions of Russia, carries out self-regulation of professional participants in the securities market. NAUFOR has 14 branches - Western, Ural, Kazan, Chelyabinsk, Rostov, Omsk, Saratov, Novosibirsk, Orlovsky, Krasnoyarsk, Samara, Irkutsk, Nizhny Novgorod, Primorsky.
Thus, trading in the securities market is carried out by many organizations that are not only independent, but also controlled by self-regulatory organizations.
All types of professional activities in the securities market are legally fixed and are carried out in accordance with licenses. In Russia, for example, such licenses are issued in accordance with the Law “On the Securities Market” by the Federal Financial Markets Service. There are three types of such licenses: a license of a professional participant in the securities market; license to carry out activities for maintaining the register; stock exchange license. The license to operate in the securities market is issued for 3 years. Also, all countries have General requirements imposed on professional participants in the securities market, including in terms of minimum size own-
3.2. Brokerage
capital, in particular, in Russia it is assumed that the minimum equity should be: brokerage (excluding transactions with individuals) - 5,000 minimum wages (minimum wage); brokerage activities, including transactions with individuals - 20,000 minimum wages; dealer activity - 3000 minimum wage; securities management activities - 35,000 minimum wages; depository activity - 75,000 minimum wages; clearing activity - 100,000 minimum wages; activities for the organization of trade in the securities market - 200,000 minimum wages. Professional participants are also subject to certain qualification requirements, such as education, length of service, no criminal record.
The subjects of the securities market are issuers, investors, professional participants, self-regulating organizations, the state.
Issuer- is an entity that issues securities into circulation and incurs obligations on its own behalf to the owners of securities to exercise the rights enshrined by them.
According to Art. 2 of the Federal Law "On the Securities Market", issuers can be legal entities, executive authorities, local governments. As for individuals, the legislator excluded them from the list of potential issuers. This exclusion can be explained by the fact that the types of securities traded on domestic market securities are legally limited to shares, issuer options and bonds. However, certain types of securities, such as promissory notes, may be issued by individuals.
Only joint-stock companies can act as issuers of shares. Civil law provides for a direct ban on the issue of shares by other legal entities. For example, in accordance with Art. 66 of the Civil Code of the Russian Federation, "business partnerships, as well as limited and additional liability companies are not entitled to issue shares."
Issuers of bonds can be legal entities, executive authorities and local governments. The legislation contains some restrictions on the issue of bonds. So, according to Art. 33 of the Federal Law "On joint-stock companies”, the issue of unsecured bonds is allowed not earlier than the third year of the company's existence and subject to the proper approval by this time of two annual balance sheets of the company. The company is not entitled to place bonds and other issue-grade securities convertible into shares of the company, if the number of declared shares of the company of certain categories and types is less than the number of shares of these categories and types, the right to acquire which is provided by such securities. By virtue of Art. 4 of the Federal Law "On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market", the issue of bonds by non-profit organizations is allowed only in cases provided for by federal laws and other regulatory legal acts Russian Federation, if there is a security determined by the specified regulatory enactments.
The procedure for determining the issuer of state and municipal bonds is provided for by the Federal Law “On the Peculiarities of the Issue and Circulation of State and Municipal Securities”. So, in accordance with Art. 3 of this law, the decision on the issuer of securities of the Russian Federation is made by the Government of the Russian Federation. The issuer of securities of the Russian Federation is the federal executive body whose functions, by decision of the Government of the Russian Federation, include the preparation and (or) execution of the federal budget.
Investor- an entity that invests its own (i.e., owned by the investor on the right of ownership, economic management, operational management), borrowed or attracted funds in the form of investments in securities in order to obtain a positive economic result (for example, profit).
Investments can be any objects civil rights not withdrawn from circulation and not limited in circulation in accordance with federal laws, including money, securities (including foreign currency and currency of the Russian Federation), other property, property rights having monetary value exclusive rights to the results of intellectual activity, as well as services and information.
Individuals and legal entities, other organizations, the state, municipalities. The legal status of investors, as well as the procedure for implementation investment activity, including investment in securities, are determined by the Law of the RSFSR of June 26, 1991 "On investment activities in the RSFSR", Federal Law of July 9, 1999 No. 160-FZ "On foreign investment in the Russian Federation”, other regulatory legal acts.
To ensure state and public protection of the rights and legitimate interests of investors, the Federal Law "On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market" establishes:
Among the entities that invest in securities, a special place is occupied by the so-called institutional investors, for whom making investments is one of the main activities. Such investors, in particular, include investment funds.
The legislation provides for special rules for investing in securities for certain entities. In particular, it provides for specific features of investing in securities of pension reserves by non-state pension funds, insurance reserves by insurers.
Professional participants in the securities market are legal entities that carry out the activities specified in Ch. 2 of the Law on the RZB.
Professional participants in the securities market, in accordance with Ch. 2 of the Law on the Securities Market, are brokers, dealers, managers, clearing organizations, depositories, registrars, organizers of trading in the securities market.
Broker- a professional participant in the securities market, engaged in brokerage activities.
Brokerage activity is the activity of making civil law transactions with securities on behalf of and at the expense of the client (including the issuer of emissive securities when they are placed) or on their own behalf and at the expense of the client on the basis of reimbursable agreements with the client.
(Article 3 of the Federal Law *On the Securities Market")
The procedure for conducting brokerage activities is regulated by Art. 3 of the Law on the Securities Market, as well as the Rules for the Conduct of Brokerage and Dealer Activities in the Securities Market, the Regulations on the Requirements for the Separation of the Broker's Funds and the Funds of His Clients and Ensuring the Rights of Clients When Using Clients' Funds in the Broker's Own Interests; Rules for the implementation of brokerage activities when making transactions on the securities market using cash and / or securities transferred by a broker on a loan to a client (margin transactions).
Dealer- a professional participant in the securities market, engaged in dealer activities.
Dealer activity is the performance of securities purchase and sale transactions on its own behalf and at its own expense by publicly announcing the purchase and (or) sale prices of certain securities with the obligation to purchase and (or) sell these securities at the prices announced by the person carrying out such activities. .
(Article 4 of the Federal Law "Securities market")
In addition to the price, the dealer has the right to announce other essential conditions securities purchase and sale agreements: the minimum or maximum number of purchased and (or) sold securities, as well as the period during which the prices declared in the agreement are valid. The procedure for conducting dealer activities is regulated by Art. 4 of the Law on the RZB, as well as the Rules for the implementation of brokerage and dealer activities in the securities market.
Manager- a professional participant in the securities market, carrying out activities in the management of securities.
The activity of managing securities is recognized as the exercise, within a certain period of time, by a legal entity on its own behalf, for a fee, of trust management transferred to its possession and belonging to another person in the interests of this person or third parties indicated by this person:
The procedure for carrying out securities management activities, the rights and obligations of the manager are determined by Art. 5 of the Law on the RZB, the Regulations on trust management of securities and means of investment in securities, as well as the agreement.
clearing organization- a professional participant in the securities market, carrying out clearing activities (clearing).
Clearing is the activity of determining mutual obligations (collection, reconciliation, correction of information on transactions with securities and preparation of accounting documents on them) and their offset for the supply of securities and settlements thereon.
(Article b of the Federal Law *On the Securities Market")
Securities clearing organizations, in connection with settlements on transactions with securities, accept for execution accounting documents prepared when determining mutual obligations on the basis of agreements concluded by them with participants in the securities market for which settlements are made.
The clearing organization is obliged to approve the rules for carrying out clearing activities. The rules, as well as amendments and additions to them, are registered with the FCSM.
The procedure for carrying out clearing activities is regulated by Art. 6 of the Law on the RZB, as well as the Regulations on Clearing Activities in the Securities Market of the Russian Federation.
Depositary- a professional participant in the securities market, carrying out depository activities.
Custody activity is the provision of services for the storage of certificates of securities and (or) accounting and transfer of rights to securities.
(Article 7 of the Federal Law "On the Securities Market")
A person who uses the services of a depository for safekeeping of securities and (or) registration of rights to securities is referred to as a depositor. The agreement between the depository and the depositor, which regulates their relations in the process of depositary activities, is called the depository agreement (Depo account agreement). The deposit agreement must be concluded in writing. The depository is obliged to approve the conditions for carrying out depository activities by him, which are an integral part of the concluded depository agreement.
The procedure for carrying out depositary activities, the rights and obligations of the depositary, the terms of the depository agreement are determined by Art. 7 of the Law on the RZB, as well as the Regulations on depository activities.
Registrar (Registrar)- a professional participant in the securities market, carrying out the activities of maintaining the register of holders of securities.
The activity of maintaining the register of holders of securities is the collection, recording, processing, storage and provision of data constituting the system for maintaining the register of holders of securities. Register holders can only be legal entities.
The registry system is understood as a set of data recorded on paper and (or) using electronic base data that ensures the identification of nominal holders and holders of securities registered in this system and accounting for their rights in relation to securities registered in their name, which allows receiving information, sending it to the specified persons and compiling a register of holders of securities. The register is a list of registered holders of securities, indicating the number, par value and category of registered securities they own, compiled as of any specified date and allowing identification of these holders, the number and category of securities they own.
The contract for the maintenance of the register is concluded with only one legal entity. The registrar may maintain registers of holders of securities of an unlimited number of issuers.
The procedure for carrying out the activities of the register holders is regulated by Art. 8 of the Law on the RZB, as well as the Regulation on maintaining the register of securities holders.
Organizer of trade in the securities market - a professional participant in the securities market, providing services that directly facilitate the conclusion of civil law transactions with securities between participants in the securities market. The rights and obligations of this subject are regulated by Art. 9 of the Law on the RZB, as well as the Regulations on the activities for the organization of trade in the securities market.
It should be borne in mind that the Law on the Securities Market determines the legal status of not all professional participants in the securities market and not all types of professional activities in this market. For example, underwriters remained outside the scope of the Law on the Securities Market - subjects of the securities market, who assumed the obligation to place securities on behalf of the issuer or on their own behalf, but at the expense and on behalf of the issuer.
The possibility of combining professional activities in the securities market is determined by regulatory legal acts. In addition, special rules have been established for the implementation of professional activities when combining its various types.
The implementation of activities for the maintenance of the register does not allow its combination with other types of professional activities. Brokerage, dealer activities, securities management activities and depository activities may be carried out by one organization. Clearing activities may be combined with depository activities and activities for organizing trading in the securities market. Securities management activities may be combined with activities for trust management of property of mutual investment funds, asset management of non-state pension funds and (or) investment fund management activities. In the event of such a combination, securities management activities cannot be combined with brokerage, dealer and depository activities.
Brokerage or dealer activities, securities management activities may be combined with the execution of futures, options and other futures transactions on the securities market.
Financial Consultant- a securities market entity providing services to the issuer in preparing a securities prospectus. The financial advisor can be entity who has a license to carry out brokerage and (or) dealer activities in the securities market.
Self-regulatory organization professional participants of the securities market as a subject of the securities market is a voluntary association of professional participants in the securities market, acting in accordance with the Law on the securities market and functioning on the principles of a non-profit organization. Self-regulatory organizations are established in order to ensure optimal conditions for the professional activities of securities market participants, to comply with professional ethics standards in the securities market, to protect the interests of securities holders and other clients - professional securities market participants who are members of the organization, as well as to establish rules and standards for conducting operations with securities.
The activity of self-regulatory organizations is regulated by the Law/s on the Securities Market and the Regulations on Self-Regulatory Organizations of Professional Participants in the Securities Market, approved by the FCSM Resolution No. 24L dated July 1, 1997. The Law on the Securities Market determines the conditions for the creation of a self-regulatory organization and the requirements for it and its members. In particular, it was established that an application for acquiring the status of a self-regulatory organization may be submitted to the appropriate federal executive body by organizations established by at least ten professional participants in the securities market. The entity acquires the status of a self-regulatory organization of professional participants in the securities market on the basis of a decision issued by this body. Article 50 of the said Law on the Securities Market determines the requirements for documents for obtaining a permit, as well as the grounds for refusing to issue a permit and for revoking a permit.
Self-regulatory organizations have the right:
The state as a subject of the securities market plays a dual role. On the one hand, the state, acting through the relevant competent government bodies, may be an issuer, investor and even a professional participant in this market. On the other hand, the state regulates the securities market, controls and supervises the activities of its subjects.
Currently, relations related to the circulation of securities are regulated by the following acts:
The securities market is the sphere of circulation of securities.
The securities market is an integral element of a market economy, since it performs a redistributive function, that is, it ensures the transfer of capital from one area of the economy to another.
Types of securities market
Subjects the securities market are listed below.
An issuer is an entity that puts securities into circulation and bears obligations on its own behalf to the owners of securities to exercise the rights secured by them. Issuers can be legal entities, executive authorities, local governments.
An investor is an entity that invests its own, borrowed or borrowed funds in the form of investments in securities with the aim of making a profit and other positive economic results. Individuals and legal entities, the state, municipalities can act as investors.
Professional participants of the securities market - legal entities that carry out on a professional basis the types of activities in the securities market, defined in Chapter 2 of the Federal Law "On the Securities Market". These include: brokers, dealers, managers, clearing organizations, depositories, registrars (registrars), organizers of trading in the securities market.
Self-regulatory organizations of professional participants in the securities market is a voluntary association of professional participants in the securities market, established in order to ensure the conditions for the professional activities of participants in the securities market, to comply with professional ethics standards, to protect the interests of securities holders and clients of professional participants in the securities market, to establish rules and standards for conducting transactions with securities.
The state, represented by its authorities, on the one hand, can act as an issuer, investor and even a professional participant in the securities market, and on the other hand, state regulation the securities market through the publication of regulatory legal acts, the activities of the Federal Service for Financial Markets, etc.
The Federal Service for Financial Markets operates on the basis of its regulation, approved by Decree of the Government of the Russian Federation of June 30, 2004 No. 317.
In the event that a legal entity combines the activities of a currency exchange and / or a commodity exchange (activities for organizing stock trading) and / or clearing activities with the activities of the stock exchange for the implementation of each of these types of activities, a separate structural unit must be created. Thus, the stock exchange is a subject of exclusive competence.
2. The stock exchange operates on the basis of a license issued by the Federal Financial Markets Service of the Russian Federation.
3. Only brokers, dealers and managers can be participants in trading on the stock exchange. Other persons may carry out operations on the stock exchange exclusively through the mediation of brokers who are participants in trading.
Only members of such an exchange can be participants in trading on a stock exchange established in the form of a non-commercial partnership. The procedure for admission to participation in trading and exclusion from the number of trading participants is determined by the rules established by the stock exchange. The unequal position of trading participants on the stock exchange, as well as the transfer of the right to participate in trading on the stock exchange to third parties are not allowed (Article 12 of the Federal Law “On the Securities Market”).
4. The stock exchange is obliged to approve:
a) rules for admission to participation in trading on the stock exchange;
b) the rules for conducting trading on the stock exchange, which should contain the rules for making and registering transactions, measures aimed at preventing price manipulation and the use of official information.
A stock exchange that provides services directly facilitating transactions in securities, including investment units of mutual investment funds, must also approve the rules for listing / delisting securities and/or the rules for admitting securities to trading without going through the listing procedure, and the stock exchange , which provides services that directly facilitate the conclusion of transactions, the fulfillment of obligations under which depends on changes in prices for securities or on changes in the values of indices calculated on the basis of a combination of prices for securities (stock indices), including transactions that provide exclusively for the obligation of the parties to pay ( pay) amounts of money depending on changes in prices for securities or on changes in the values of stock indices, is also obliged to approve the specifications of such transactions that meet the requirements of regulatory legal acts of the federal executive body for the securities market.
The stock exchange is obliged to register these documents with the Federal Financial Markets Service.
5. The stock exchange must exercise constant control over transactions made on the stock exchange in order to identify cases of the use of proprietary information, price manipulation and compliance by trading participants and issuers whose securities are included in quotation lists with the requirements of the legislation of the Russian Federation on securities and regulatory legal acts of the federal executive body for the securities market.
Trading participants are obliged to provide the stock exchange, at its request, with the information necessary for its control in accordance with the rules for conducting trading on the stock exchange.
6. The stock exchange is obliged to ensure the transparency and publicity of the trading sessions by notifying trading participants about the place and time of trading, the list and quotation of securities admitted to trading on the stock exchange, the results of trading sessions, as well as provide other information in accordance with the law.
7. The stock exchange has the right to establish the amount and procedure for collecting contributions, fees and other payments from trading participants for the services it provides, as well as the amount and procedure for collecting fines for violation of the rules established by it.
The stock exchange is not entitled to establish the amount of remuneration charged by trading participants for making exchange transactions.
9. Stock exchanges that are non-commercial partnerships may be transformed into joint-stock companies. The decision on such transformation is taken by the members of such a stock exchange by a three-fourths majority vote of all members of this stock exchange.
The Regulations on Organizing Trading on the Securities Market, approved by the Order of the Federal Financial Markets Service No. 04-1245/pz-n dated December 15, 2004, set out the requirements for the stock exchange management procedure.
1. A stock exchange that is a joint stock company must have a board of directors. At least one third of the members of the board of directors of the stock exchange must meet the following requirements:
a) not be at the time of election and within 1 year preceding the election, officials or employees of the stock exchange;
b) not be an officer of another company in which any of the officers of the stock exchange is a member of the committee of the board of directors for personnel and remuneration;
c) not be spouses, parents, children, brothers and sisters of stock exchange officials;
d) not be affiliated persons of the stock exchange, with the exception of a member of the board of directors of the stock exchange;
e) not be parties to obligations with the stock exchange, in accordance with the terms of which they can acquire property (receive funds), the value of which is 10 percent or more of the total annual income of these persons, except for receiving remuneration for participation in the activities of the board of directors of the stock exchange ;
f) not be representatives of the state.
2. The stock exchange must have a collegial executive body of management.
3. The stock exchange must have a special committee of the board of directors (another authorized body, if the stock exchange is non-profit partnership) for audit, whose functions include the assessment of candidates for auditors and the provision of the results of such an assessment to the board of directors (other authorized body) of the stock exchange, consideration of the conclusion of the auditor of the stock exchange before its submission to the supreme management body of the stock exchange, as well as assessment of the effectiveness of the procedures in force at the stock exchange internal control and preparation of proposals for their improvement.
4. The person exercising the functions of the sole executive body, the head of the control unit (controller) of the stock exchange, and other employees of the stock exchange cannot be employees and (or) participants in professional participants in the securities market that are participants in trading on this and (or) other stock exchanges. exchanges.
5. The stock exchange must have an exchange council. If there are several sections on the stock exchange (trading floors, subdivisions, departments, etc.), instead of the exchange council, the exchange has the right to create a council for each section (hereinafter - the section council).
The Exchange Council (section council) carries out a preliminary discussion of draft documents adopted by the exchange, conclusions of the listing department on the inclusion (on refusal to include) securities in the quotation list, on their exclusion from the quotation list and makes recommendations on these issues to the board of directors of the stock exchange ( or other authorized body if the stock exchange is a non-commercial partnership).
The Exchange Council (section council) is formed from among the officials (employees) of the stock exchange, participants in trading on the stock exchange (participants in trading in this section), issuers, management companies of joint-stock investment funds, unit investment funds and non-state pension funds, joint-stock investment funds, non-state pension funds and other interested organizations, as well as independent experts. The quantitative composition of the exchange council (section council) is determined by the board of directors of the stock exchange (or other authorized body if the stock exchange is a non-commercial partnership), but cannot be less than 5 members.
The personal composition of the exchange board (section board) is approved by the board of directors of the stock exchange (or other authorized body, if the stock exchange is a non-commercial partnership).
Officials (employees) of the stock exchange and participants in trading on the stock exchange (participants in trading in this section) may not exceed one third of the composition of the exchange council (section council). The exchange council (section council) cannot include 2 or more persons who are officials or employees of one legal entity or different legal entities that are affiliated persons.
Meetings of the exchange council (section council) may be attended by a representative appointed by order of the Federal Service for Financial Markets.
6. The stock exchange should establish a listing department as a separate structural unit stock exchange.
The listing department monitors the compliance of securities and their issuers (management companies of unit investment funds) with the requirements established by law and the stock exchange, when securities are included in quotation lists and during the entire period of these securities being in them, and also gives conclusions on inclusion (refusal to include) securities in the quotation list, their exclusion from the quotation list, suspension of trading in securities in case of non-compliance of securities or their issuer ( management company share investment fund) to the above requirements.
Disputes between bidders on the stock exchange, bidders on the stock exchange and their clients are considered by the court, the arbitration court and the arbitration court.
Currently, relations related to the circulation of securities are regulated by federal laws "On Joint Stock Companies", "On the Securities Market", "On the Features of the Issue and Circulation of State and Municipal Securities", "On the Protection of the Rights and Legitimate Interests of Investors in the Market securities”, “On protection of competition in the financial services market”, etc.
Stocks and bods market is the sphere of circulation of securities. The securities market is an integral element market economy, since it performs a redistributive function, i.e. ensures the transfer of capital from one sphere of the economy to another.
There are the following types of securities market :
1) primary– is formed during the placement of securities, i.е. upon transfer of securities by the issuer to their first owners;
2) secondary- develops in the process of subsequent resale of securities by their first and subsequent owners through the conclusion of civil law transactions.
Subjects of the securities market are:
the issuer;
the investor;
professional participants of the securities market;
· self-regulatory organizations of professional participants in the securities market;
· state.
Issuer is an entity that issues securities into circulation and bears obligations on its own behalf to the owners of securities to exercise the rights enshrined by them. Issuers can be legal entities, executive authorities, local governments.
Investor – this is an entity that invests its own, borrowed or borrowed funds in the form of investments in securities with the aim of making a profit and other positive economic results. As investors
may be individuals and legal entities, the state, municipalities.
Professional participants of the securities market - legal entities that carry out on a professional basis the types of activities in the securities market, defined in Ch. 2 of the Federal Law "On the Securities Market". These include:
brokers;
dealers;
managers;
clearing organizations;
depositaries;
holders of the register (registrar);
organizers of trading in the securities market.
Brokers perform civil law transactions with securities as an attorney or commission agent and act, as a rule, on the basis of an agency or commission agreement, as well as a power of attorney to perform such transactions in the absence of indications of the powers of an attorney or commission agent. Reassignment is allowed only in cases where it is permitted by the agreement, and only to other brokers
Dealers make securities purchase and sale transactions on their own behalf and at their own expense by publicly announcing the purchase and (or) sale prices of certain securities with the obligation to purchase and (or) sell these securities at the prices announced by the dealer. Dealer can only be commercial organization.
Brokers and dealers may also act as financial advisors in preparing a prospectus for a client's securities.
Trustees carry out management of securities and funds of clients on their own behalf for a fee within a certain period.
According to Art. 5 federal law“On the Securities Market” legal entities can be managers; their activities, rights and obligations are regulated by the legislation of the Russian Federation. Securities management is one of the types of trust management of property, therefore, the rules of Ch. 53 of the Civil Code of the Russian Federation. Therefore, it is necessary to bear in mind the requirements of Art. 1015 of the Civil Code of the Russian Federation, according to which a trustee can be not just a legal entity, but a commercial organization, with the exception of a unitary enterprise. A trust management agreement may be concluded for a period not exceeding five years (Article 1016 of the Civil Code of the Russian Federation).
Clearing organizations determine the mutual obligations of participants in transactions with securities (collection, reconciliation, adjustment of information on transactions, preparation of accounting documents), carry out offsets for the supply of securities and settlements on them, form special funds to reduce the risks of non-execution of transactions
depositaries provide services for the storage of securities certificates and (or) accounting and transfer of rights to securities. A depositary can only be a legal entity that acts on the basis of a depository agreement with a client. The depositary may act as a nominal holder of the client's securities when they are placed with another depository or with another registrar.
Registrars collect, record, process, store and provide data constituting the system for maintaining the register of securities holders. Only a legal entity can be a registrar. The register maintenance system is designed to record registered securities. Registry maintenance is an exclusive activity and cannot be combined with other professional activities in the securities market
All types of professional activity in the securities market are subject to licensing by the Federal Financial Markets Service. The stock exchange itself is also a professional participant in the securities market as a trade organizer and must have an appropriate license. Stock departments of commodity and currency exchanges are also recognized as stock exchanges and are subject to licensing.
Self-regulatory organizations of professional participants in the securities market is a voluntary association of professional participants in the securities market, established for the purpose of:
· provision of conditions for professional activities of participants in the securities market;
Compliance with professional ethics standards;
· protection of interests of owners of securities and clients of professional participants of the securities market;
· Establishment of rules and standards for conducting operations with securities.
State represented by its authorities, on the one hand, it can act as an issuer, investor and even a professional participant in the securities market, and on the other hand, carries out state regulation of the securities market through the issuance of regulatory legal acts, the activities of the Federal Service for Financial Markets and etc.
The Federal Financial Markets Service operates on the basis of its Regulations, approved by Decree of the Government of the Russian Federation of June 30, 2004 No. 317.
Entities (participants) of the securities market are individuals or organizations that sell or buy securities or service their circulation and settlements on them, i.e. enter into economic relations with each other over securities.
There are the following main groups of participants in the securities market (see diagram) depending on their functional purpose:
issuers;
investors;
fund intermediaries;
organizations serving the securities market;
state regulatory and control bodies.
Issuers - organizations that issue securities into circulation.
Investors - buyers of securities issued in circulation.
Fund intermediaries - merchants providing communication between issuers and investors in the securities market.
Organizations serving the securities market - organizations that perform all other functions in the securities market, except for the function of buying and selling.
The issuers are usually the state, commercial enterprises and organizations.
Investors are individuals, as well as commercial organizations interested in increasing (growth) of funds.
Investors
Fund intermediaries
State regulatory and control bodies
News agencies
Organizations serving the market
Organizations that ensure the conclusion of transactions
Organizations that ensure the execution of transactions
Stock Exchange
Non-exchange market organizers
Settlement centers
depositaries
Registrars
Scheme. Participants in the securities market.
Stock intermediaries are organizations that carry out brokerage or dealer activities in the securities market to manage securities.
Organizations serving the functioning of the securities market may include:
organizers of the securities market ( stock exchanges and etc.);
settlement centers (Clearing houses, Clearing centers);
depositaries;
registrars;
information bodies or organizations.
State bodies regulating and controlling the securities market in the Russian Federation include:
supreme governing bodies (President, Government);
ministries and departments (Ministry Finance of the Russian Federation, Federal Commission on the securities market, etc.);
Central Bank of the Russian Federation.
The regulation of the securities market is the streamlining of the activities of all its participants and transactions between them by organizations authorized by the company for these actions.
Regulation can be external and internal.
There are the following types of regulation of the securities market:
state regulation;
regulation by professional participants in the securities market or self-regulation;
public regulation or regulation through public opinion.
Regulation of the securities market has the following objectives:
maintaining order in the market, creating normal working conditions for all its participants;
protection of market participants from dishonesty and fraud of individuals and organizations;
ensuring free and open pricing of securities based on supply and demand;
the creation of an efficient market in which there are always incentives for entrepreneurial activity and in which every risk is adequately rewarded;
in certain cases, the creation of new markets, support for market structures, market initiatives and innovations;
impact on the market in order to achieve public goals (increasing the rate economic growth, reducing unemployment, etc.).
The process of regulation in the securities market includes:
creation regulatory framework the functioning of the market, i.e. development of laws, regulations, instructions, rules, methodological provisions and other normative acts that put the functioning of the market on a single basis;
selection of professional market participants;
control over compliance with the implementation by all market participants of the norms and rules for the functioning of the market;
a system of sanctions for deviation from the norms and rules established in the market (warnings, fines, criminal penalties, exclusion from the ranks of market participants).
