Federal Law No. 39-FZ "On the Securities Market": the main provisions

Federal Law 39-FZ regulates the relations arising in connection with the issuance and circulation of financial instruments, regardless of the type of issuer, the rules for the creation and operation of professional participants in trading platforms. Let's consider some 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 of trading platforms is preservation and augmentation of the capital. The basic rules are established by the normative act in question, as well as by the Central Bank of Russia. It acts as a regulator and a key controlling body.

Dealer activity

It is associated with the completion of transactions for the purchase or sale of financial instruments. These transactions, in accordance with the 39-FZ "On the securities market", are carried out at own expense and on its own behalf through public announcement of value with the obligation to purchase / sell. Strongly defined subjects can act as professional participants. 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 enactments regulating their work.

Establishment of conditions

Dealer activities include the definition of:

1. The maximum / minimum number of financial instruments for sale / purchase.
2. Term for which the cost is set.

If there are no other significant conditions in the announcement, the professional participant must conclude the transaction at the client's request. If you evade this, in accordance with the 39-FZ "On the Securities Market", an action may be brought against him for compulsory execution of the established claim or for compensation of losses incurred by the investor.

Administration

Management of securities involves transactions with financial instruments, cash used to make transactions, and the conclusion of contracts. For its implementation, as a general rule, a license is required. The exception is cases where management is only related to the exercise of rights in financial instruments. The procedure for the performance of transactions is regulated by the normative act under review and the contract. In the conduct of activities, a professional participant must indicate that he acts as a manager.

Rights and responsibilities

If the conflict of interests 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 reimburse the losses at his own expense. The considered normative act establishes the rights of subjects. In particular, a professional participant, in accordance with the 39-FZ "On the securities market," can acquire financial instruments that are intended for qualified investors, and enter into appropriate contracts. If there are violations of established regulations, there are certain negative consequences for the subject. Among them:

1. Imposing the obligation to sell financial instruments and terminate contracts that act as their derivatives. The Central Bank of Russia or the client himself can submit a corresponding claim.
2. Compensation for losses caused by the sale of financial instruments and termination of contracts.
3. Payment of interest on the amount of transactions / signed agreements. Their size is set according to Art. 395 CC. If there is a positive difference between the amount received and the termination of contracts by the amount and paid out funds 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 relevant consequences of a transaction by a professional participant in violation of the prescriptions of the 39-FZ "On the securities market" may be presented within a year from the date of receipt of the relevant report by the client.

Additional Features

The manager can independently send to the court any claims related to the performance of his activities, including the right to send them to shareholders and other holders of securities. In this case, he will incur corresponding costs, including state duty. They are compensated from the property acting as the object of trust management. A professional participant also has the right 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 property that is the object of the contract. The manager has the right to expect a reward. The condition for its payment is established in the contract. In addition, he has the right to compensation for the costs incurred by him under trust management, at the expense of the relevant property. This right may not be due to the receipt of income from transactions.

Duties

The manager must keep a record of the papers acting as objects of his activity, as well as for each contract. At its discretion, a professional participant implements all the rights established by financial instruments. The contract for trust management may set limits. For example, to exercise the right to vote. If it is not limited, the manager fulfills the obligations concerning the possession of securities. In the absence of the authority to vote at the general meeting of holders of financial instruments and investment units, the professional participant must provide information about the founder of the contract to draw up a list of entities that have such an opportunity. The commented normative act establishes other duties. In particular, at the request of the founder, the manager gives the depositary an indication of the implementation of the first right to vote.

Transfer agent

It is attracted by the registrar, who maintains the register of owners of financial instruments, for the implementation of a part of the functions. The entity 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 are working on behalf of and on behalf of the registrar, present the necessary documents to interested persons.

Rights

They are prescribed in the contract and power of attorney. The subjects involved are entitled:

1. Accept the documentation necessary to perform operations in the registry.
2. Provide registered and other persons with statements on l / s, notifications and other information provided by the registrar.

Duties

The actors involved must:

1. Take appropriate measures to identify persons who file documents to perform the necessary operations in the register.
2. Provide access to the registrar to the records on its demand.
3. Observe the confidentiality of information obtained during the implementation of relevant operations.
4. Perform a verification of the credentials of representatives of registered persons.
5. To certify the signatures of natural persons according to the rules established by the Central Bank.
6. Observe other requirements as determined by the Central Bank.

Calculation of the term for the performance of operations in the register or for refusal to conduct them begins with the date of acceptance of the involved participant of the relevant documentation and authorities. The transfer agent and the registrar must communicate information and materials in electronic form during the interaction.

Rules for the provision of information

At the request of the entity liable for financial instruments (the issuer), a nominal holder of securities or a person who carries out mandatory centralized storage of them must provide a list of owners. It is formed on the date specified in the request. The issuer can declare the specified requirement, if the provision of this list is necessary for him to fulfill the obligations specified in the federal legislation. This list is sent within fifteen days from the date of receipt of the request. If the date established in the demand comes after the calendar number of its receipt, the period is calculated from the day indicated in the notification.

List Contents

The list of owners should include:

1. Type, type (category) of financial instruments and information that allows them to be identified.
2. Information on the issuer.
3. Information on the owners of securities, including a foreign company that is not a legal entity under the laws of the country in which it was established, as well as other entities that exercise the rights of financial instruments and the persons for whom they are beneficiaries. Information about the latter may not be included in the list. This is allowed under certain conditions. In particular, the person who exercises the rights for financial instruments is the 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 l / s of the issuer, depository and other accounts specified in other FZ, if these entities do not realize the legal opportunities available.
5. Information to identify the persons mentioned 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 securities for which information was not received.
8. Information on the number of financial instruments that are recorded on accounts of unidentified entities.

Conclusion

The registrar may require registered entities, and the depositary - from depositors, if they act as nominee owners (foreign ones in particular), provide information for the formation of lists on a specific date upon receipt of the above request. The person with whom the account is opened is required to provide the necessary information to compile the list. The entity that implements the rights for financial instruments in the interests of other participants, at the request of the registrar or the depository conducting the accounting, shall forward the requested data to form a list of owners.