The securities market is a set of relations between participants regarding the circulation of derivatives and other securities (CS). It evolves as the global economy grows. Today, most of the Central Bank exists in electronic form, and rights are recorded in a special register. But it was not always so. The emergence of the market was caused by the needs of commodity production, and its development determined the growth of the economies of capitalist countries.

Story

The emergence of RCBs is associated with the emergence of state central banks in the 15th-16th centuries. In 1556, the Antwerp stock exchange was founded. In 1531, the Italians created a kind of trading platform in Bruges. On it, in 1592, a listing (list of the value of the Central Bank) was first published. It is believed that this year marked the birth of stock exchanges.

The first non-state securities (shares) appeared on the Amsterdam Stock Exchange in the 17th century. They were issued by the East India Trading Company, which received the right to trade in India. In the XVII-XVIII centuries. An over-the-counter market appeared in England, where brokers accepted bets directly in coffee shops or on the street.

In 1724, a bill and stock exchange appeared in Paris. Transactions on it were concluded only by brokers, and until 1777 prices were not publicly announced. Stock exchanges began to emerge in Germany and the USA. The main ones on the European market were London and Frankfurt. At first, government bonds were traded on the platforms, then shares began to appear. The market developed not only quantitatively, but also qualitatively. Today, most trading takes place through computer technology.

Securities market participants

Issuers are legal entities with the right to issue. They attract temporarily free funds and invest them in real projects. The placement order is fixed in special standards. In practice, these are the first sellers of securities, legal entities that assume obligations to pay income. Investors can be legal entities or individuals who participate in circulation, that is, purchase shares and bonds. Professional securities market participants perform auxiliary functions. They act as intermediaries between sellers and buyers.

The procedure for issuing government securities

The issuer is a federal authority, the Ministry of Finance of the Russian Federation is a borrower, and the agent for servicing Central Bank issues is the Bank of Russia. Investors can be any legal entity or individual who purchases bonds in documentary form. Banks and investment companies, as participants in the government securities market, perform the functions of dealers. The issue of state securities is carried out by issues defined by series, categories and numbers. Sometimes they are divided into tranches (parts).

The initial placement of bonds is carried out by the Bank of Russia through an auction. Seven days before the start of sales, he announces the main parameters of trading: the day of acceptance of applications, issue volume, limit and other data. After the start of sales, the dealer can enter purchase orders into the Trading System on his own behalf or on behalf of the client. They can be limit (limited in quantity and price) and market. In the second case, the dealer is ready to purchase the specified number of bonds at current prices. There is also a division of applications into competitive and non-competitive. In the first case, the order indicates the price at which the applicant is ready to purchase securities and their quantity. The non-competitive offer specifies the volume of bonds that the client is willing to buy at a weighted average price.

Before the announcement of the results, the Ministry of Finance of the Russian Federation sets the minimum price of the Central Bank and the weighted average for all satisfied applications. All proposals in which prices are equal to or exceed these indicators are fully satisfied.

The order of occurrence of obligations:

• a debt limit is set;
• the volume of borrowed funds that are aimed at financing the deficit is fixed (for a constituent entity of the Russian Federation - no more than 30% of income, for a municipal entity - 15% of income);
• the amount of debt servicing costs should be no more than 14.99% of budget expenditures.

The terms of circulation must include the type of securities, their form, circulation period, currency, execution features, restrictions. The decision to issue is made in the form of a regulatory act, which contains all the points described above. The document must also contain information about the borrower’s budget and the amount of his debt at the time of issue. The regulatory act and all securities must be registered.

Features of fulfillment of obligations:

• the issuer may insure liability for the fulfillment of obligations;
• the procedure and sources of financing costs are regulated by budget legislation;
• the list of collateral is established by the issuer;
• obligations of third parties can also be guaranteed by the Russian Federation, but in this case the Central Bank will no longer be classified as state.

The issue can be carried out by the Bank of Russia. Its bonds are issued in documentary form and are not registered, and no sales report is created. The investors are Russian credit institutions.

Intermediaries

Professional participants in the securities market are legal entities and individuals who have a valid license. These include brokers, dealers, clearing organizations, managers, depositories, trade organizers, and register holders. Let us consider in more detail the types of securities market participants.

Broker

A professional participant in the securities market is a person who makes transactions as an attorney, acts on the basis of an agreement and a power of attorney. According to Art. 3 Federal Law No. 210 “On the Securities Market”, the broker opens a separate account with a credit institution for each client. Funds for investment are credited to it. The broker reports to the client about all movements. You can receive funds or securities as loans from the intermediary to complete transactions. Such operations are called margin. They charge interest for use. If the commission is not paid on time, then the broker can non-judicially sell the securities that are in circulation.

Dealer

A professional participant in the securities market is a legal entity that makes transactions on its own behalf, at its own expense, with the obligation to carry out the transaction at announced prices. The dealer also has the right to establish other essential terms of transactions: regulate the number of securities in one transaction, the validity period of the announced price. If there are no additional instructions in the contract, the dealer is obliged to conclude a transaction on essential terms, otherwise he will be sued for damages.

Manager

As the name suggests, these securities market participants manage funds on their own behalf for a fee for a fixed period for the benefit of third parties. To carry out this activity, a license from the Central Bank is required. If there is a conflict of interest as a result of which clients suffer losses, the manager is obliged to compensate them. A claim for an error is accepted within a year from the date of receipt of the documents.

Companies participating in the securities market maintain reports on each agreement with a client. Under the terms of the agreement, the manager can represent the interests of the investor by participating in the meeting of shareholders or providing the founders with information about the shareholder. He can also file claims in court regarding the activities he carries out. All costs are paid from the property that is under management. Other expenses are also reimbursed from this source.

Depository

These participants in the Russian securities market provide services for storage, accounting and transfer of rights. The procedure for activities is regulated by Art. 7 Federal Law No. 210. The customer of services is called the depositor. The agreement that governs the relations of the parties is concluded in writing. All transactions are carried out on behalf of the client. The depositary may refuse to provide services if there is an unpaid debt. Several RSB participants may be involved to carry out activities.

The contract must stipulate:

a) subject of the transaction: services for custody of securities and/or registration of rights;

b) the procedure for processing the depositor’s order;

c) the validity period of the document;

d) procedure for payment for services;

e) timing and forms of swelling;

f) duties of the depositary:

• registration of facts of collection by the depositor's securities;
• maintaining a (personal) securities account;
• transmission of all information received from the issuer or registry holder.

The functions of securities market participants include registration of owners, recording of their rights, and mandatory storage of certificates. The latter means providing a list of owners once a year. The depository must also provide assistance in generating income. A separate account is opened for these purposes. All funds stored on it are separated from the obligations of the depository.

Features of income generation

The issuer pays the securities to the depository by transferring them to a bank account. The latter is obliged to pay them to depositors within the next 24 hours. If we are talking about collecting obligations that were not immediately repaid, then the period increases to three working days; if the depositors are other depositories, then it is 15 days. The payment is made in proportion to the number of client securities that are accounted for in the custody account. The depositary is obliged to disclose information about the receipt and transfer of payments to depositors.

Registry Holders

Participants in the securities market are legal entities that collect, record, process, and transmit data about the owners of corporate rights. The register contains a list of shareholders, data on the number, nominal value, category of securities. The holder has the right to charge a fee for its maintenance. The operation is recorded within 3 days after receiving the order. For the initial placement of securities, the extract is provided free of charge.

Holder Responsibilities:

• open accounts in the register;
• carry out operations at the direction of registered persons;
• provide the shareholder with information provided that his share in the authorized capital exceeds 1%.

The holder records transactions on the transfer of ownership rights based on the order. Upon termination of the agreement, the registrar transfers to the issuer or other participant of the securities market all information about the shareholder. Documents confirming ownership rights can be presented to the Bank of Russia, courts, and preliminary investigation authorities.

Depositories can attract brokers and registrars. They act on behalf of the customer on the basis of an agency agreement. Their responsibilities include: receiving documents necessary to register the transaction and transmitting account statements to individuals. Transfer agents are obliged to:

• identify persons who submit documents;
• provide the registrar with access to data;
• verify the signatures of account holders;
• maintain confidentiality of information.

Accounts

The activity of securities market participants is to open bank cells for transferring income, trust management funds, treasury and other accounts. The holder must keep all documents related to maintaining the register for 5 years from the date of their receipt. To record rights to corporate rights, accounts are opened for a nominal, authorized holder, or depository.

Recorded transactions on accounts cannot be recalled or changed. Errors found must be corrected by the end of the current day, provided that a report on the operation has not yet been sent. In other circumstances, changes can only be made with the permission of the person in whose name the account is opened.

Features of securities market participants

The nominee holder's depository in the depository can be opened by a foreign company that is engaged in accounting for corporate rights. She also acts on behalf of registered persons, can participate in the meeting of owners of Russian securities and vote without a power of attorney, provide all information about the holder of shares at the request of the court, the Bank of Russia. All issued securities are accounted for in the accounts of domestic depositories. Dividends also go here.

Combination of activities

Securities market participants may have different responsibilities. One company can simultaneously engage in brokerage, dealer, depository, and asset management activities. But registry holders are prohibited by law from participating in other processes.

Restrictions

The main participants in the securities market act in accordance with the law and must meet certain requirements. These cannot include legal entities whose license has been revoked for violating regulations, who have been subjected to administrative penalties, or who have an outstanding criminal record. All orders for the appointment or removal of senior officials must be submitted in writing to the federal authority within 10 days.

The activities of professional participants in the securities market are under constant control of the Bank of Russia. At the request of the regulator, the organization conducts an internal audit.

Individuals with an outstanding criminal record cannot become market participants. In this case, it means that they do not have the right to buy out more than 10% of the shares of one organization. Such equity participation gives the right to vote at meetings. Therefore, information about all founders who own 10% and at least one more share must be sent to the Bank of Russia. The regulator can request data from the registry at any time. If a violation is detected, the number of shares exceeding 10% will be confiscated from the culprit.

Credit institutions

Banks, as participants in the securities market, act as a client's commission agent in relation to a third party. By engaging in the purchase and sale of derivatives on the secondary market, they receive a reward for the quick execution of the order. Its size is stipulated by the terms of the contract. From these operations, credit institutions receive income, which forms a significant part of their profit. The functions of the regulator are performed by the Bank of Russia. He ensures that all participants in the securities market carry out calculations correctly. If violations are found, it imposes fines, suspends or revokes the license. Failure to execute transactions for the purchase and sale of shares and derivatives is also a violation.

License revocation statistics

Revocation of a bank's license
Due to violation
At your own request
Due to non-execution of activities

During the 1st quarter of 2015, 73 licenses were revoked, 10 from banks, 41 due to violations, and 22 organizations renounced them of their own free will.

Legislative changes

As a result of the debt market default in 2008-2009, approximately 30% of issuers did not receive payments on bonds. To protect the rights of creditors, two amendments were made to the Federal Law “On Securities Markets” - a representative of bond owners (“trustees”) and a general meeting of such participants appeared.

The application of the law in practice raised many questions. Thus, the issuer must pay for the services of a representative of bond owners, and he will protect the interests of investors. There is a conflict of interest. A proposal was made to shift these functions to the depository and pay for them at a minimum rate. But experienced market participants charge hefty fees for their services. Issuers will go bankrupt on bond issues. No fewer questions arose regarding the counting of votes of the owners of the Central Bank. By law, the quorum is calculated based on the total number of bondholders. In the West, in similar situations, the percentage of voters is calculated based on the number of those present. These amendments are for now of a recommendatory nature. Perhaps, by the time the law comes into force (July 2016), they will be clarified.

Conclusion

The RCB has evolved as the world economy has grown. The first stock exchange was founded in Antwerp in 1156. Applications were accepted by brokers who acted as intermediaries between the seller and the buyer. Today, the main participants in the securities market - issuers and investors - also interact indirectly. Brokers, dealers, depositories, and banks are engaged in receiving, processing and storing information on transactions and owners of securities. They are professional market participants whose activities are regulated by the Bank of Russia. If violations are detected, it imposes a fine or revokes the license.

Dealer activity– this is the execution of transactions for the purchase and sale of securities on one’s own behalf and at one’s own expense by quoting securities. A person who engages in dealer activities is called a dealer.

Securities quotation is a public announcement of purchase and sale prices for certain securities with an obligation to purchase and sell these securities at the announced prices. The quotation can be one-sided, when the dealer announces only the purchase price or only the sale price, and two-sided, when the dealer announces both the purchase price and the sale price of a given security. Quotation means not only the dealer’s desire to make transactions at announced prices, but also the obligation to make transactions for the purchase and sale of securities at the posted prices with any client. The dealer can, in addition to the price, set some restrictions - essential conditions for concluding a transaction, for example, the minimum or maximum number of securities purchased or sold. If the dealer refuses to enter into a transaction with a client, the client may bring a claim against the dealer to force the conclusion of such a transaction or a claim for damages.

A dealer in Russia can only be a legal entity (commercial organization) - a joint-stock company or a limited liability company.

Securities management activities can be carried out by legal entities and individual entrepreneurs who have a license to engage in this activity.

A professional participant in the securities market who manages securities is called a manager. The trustee carries out trust management of the property transferred to him into possession and belonging to another person in the interests of this person or third parties indicated by him on his own behalf, for a fee and only for a certain period.

The subject of trust management can be securities, funds intended for investment in them, as well as funds and securities received during the management of securities.

A prerequisite for the manager to perform his functions is that in all orders to carry out transactions with securities, he must indicate that he is acting as a manager.

In the event of a conflict of interest between clients and the manager, as a result of which the clients suffered damage, if the clients were not notified in advance about the actions of the manager and they suffered damage, the manager is obliged at his own expense to compensate for losses to the injured party in the manner prescribed by civil law.

Clients of managers can be any investors, legal entities and individuals. A special group includes the so-called institutional investors. These include all types of investment funds, non-state pension funds, and insurance organizations. Such investors generate free funds as a result of their core activities. Thus, investment funds “are engaged” in investing all their money in securities in order to make a profit. Pension funds also invest depositors' contributions in securities and other assets in order to increase pension reserves; insurance organizations make their investments in order to have funds to pay insurance premiums. According to the law, they themselves do not have the right to manage the assets of institutional investors. This must be done by a professional manager - a management company that has special permission to do so. A management company can manage not one, but an entire family of funds. For example, the Nikoil management company manages the mutual investment funds Lukoil First, Lukoil Second, and Lukoil Third.

Activities to determine mutual obligations ( clearing) consists of collecting information on transactions with securities, its reconciliation and adjustment and preparation of accounting documents, as well as accounting for the supply of securities and settlements on them. This type of activity can only be carried out by a legal entity, commercial or non-profit organization.

Clearing organizations serve organized securities markets, that is, stock exchanges and organized over-the-counter securities trading systems. After all, many thousands of transactions can be made on the stock exchange during one trading session, and all of them need to be “settled” - settlements between participants for both securities and cash must be carried out. This is what clearing organizations do. Such organizations can also serve the international market. Thus, the settlement of transactions in the European securities market is carried out by two depository and clearing systems: Sedel and Euroclear. Recently, Sedel merged with the clearing organization of the Frankfurt Stock Exchange, resulting in the creation of the clearing organization ClearStream.

Clearing organizations play a special role on exchanges where transactions with derivative financial instruments (futures, options) are carried out. These are usually called clearing houses.

Depository activities consists in the fact that a professional participant in the securities market (depository), on the basis of a depository agreement, provides its clients with services for storing securities certificates and recording and transferring rights to securities. The depositary can only be a legal entity, commercial or non-profit organization.

It should be noted that the depositary does not simply store securities (certificates), but must take into account the rights to these securities. If securities are issued in book-entry form, then the depository only takes into account the rights to such securities. Accounting of rights is carried out in special accounts called custody accounts. The client of the depository is called the depositor, and the agreement between the depository and the depositor is called a depository agreement or a securities account agreement. Depositories on the securities market in Russia are many banks that act as professional participants in the securities market, broker-dealer companies that combine depository activities with brokerage and brokerage activities in the securities market.

The depository, in accordance with the depository agreement, has the right to register in the system of maintaining a register of securities owners or with another depository as a nominal holder. A nominee holder is a person registered in the register of securities owners (in the register of shareholders), but who is not the owner of these securities. The institution of a nominee holder is necessary because the rights to registered uncertificated securities can only be recorded in one place - either in the register of securities owners or in the depository. If such rights are taken into account in the depository, then the depositary itself, as the holder of these securities, is listed in the register as a holder, but not as an owner.

There are two types of depositories: settlement and custodial. Settlement depository is a depository that serves trading participants on a stock exchange or several stock exchanges. After all, trading on the stock exchange is carried out not by everyone, but only by individual securities that have passed the procedure of admission to trading on this exchange. Transactions on the exchange can also be carried out not by anyone, but only by dealers and brokers who are members of this exchange. These are the persons who are the clients of the settlement depository. The settlement depository offers all its depositors the same range of services and standard terms of service, concluding a standard agreement with them. Thus, the settlement depository of the Moscow Interbank Currency Exchange is the National Depository Center, and the Russian Trading System is Depository and clearing company.

Custodial depository offers its clients individual terms of service. His clients are investors who, as a rule, are not professional participants in the securities market. The activities of a custodial depository are not related to transactions on the stock exchange. Institutional investors can be identified as a separate group of clients of such a depository. After all, their securities can only be stored in a depository, and not just any one, but one that has special permission from state regulatory authorities. Such a depository not only stores assets, for example, of investment funds, but also controls the activities of the management company of these funds.

The activity of maintaining a register of securities owners is that a professional participant in the securities market - the register holder, or registrar, maintains a register of securities owners, collects information, records it, processes, stores and provides data that makes up the register maintenance system. The register of securities owners is a list of registered persons (register of shareholders) indicating the number of securities, their nominal value, compiled as of a certain date. A professional participant in the securities market who maintains a register cannot combine this work with other types of professional activities in the stock market.

As an exception, the issuer may also be the holder of the register, but only if the number of securities holders does not exceed five hundred.

Register of owners of all securities One issuer (joint stock company) can be maintained by only one registrar, while one registrar can maintain registers of an unlimited number of issuers. The largest registrar companies in Russia are:

• Registration company "NIKOIL" - maintains 83 registers, including the register of shareholders of the Oil Company "LUKOIL"
• Registration company "Reestr" - maintains 232 registers, including the register of MGTS shareholders
• Registration company "Moscow Stock Center" - maintains 163 registers, including the register of shareholders of the TSUM Trading House.

The set of depositories and registrars constitutes an accounting system in the securities market. The accounting system takes into account rights and transfer of rights to securities. Although the accounting system itself is not involved in concluding transactions with securities, the efficiency of the entire securities market depends on its quality functioning. The accounting system refers to the infrastructure of the securities market, which is a supporting system, a system that creates normal conditions for the flow of capital based on securities.

Activities related to organizing securities trading– is the provision of services that directly facilitate the conclusion of transactions between participants in the securities market. The person providing such services is called the organizer of trading in the securities market. Of course, such an organizer is primarily stock exchanges. However, in the modern era - the era of information technology and the Internet - such a function, apparently, can be performed not necessarily by a legal entity, but also by an individual (although there are no precedents in Russia yet), providing services for organizing auctions via the Internet.

The most important function of the trade organizer is the creation of a permanent securities market and the formation of a “fair market price” for securities as a result of open, public trading.

An important responsibility of the trade organizer is to provide any interested party with a wide range of information about securities and the rules for trading them.

The trade organizer can carry out its activities both on the exchange and on the over-the-counter market. Thus, the Russian Trading System was an over-the-counter trade organizer until the end of 1999, until it received a stock exchange license. Currently, there are 10 trade organizers – stock exchanges – operating in Russia. The most significant of them are the Moscow Interbank Stock Exchange, the Russian Trading System, the Moscow Stock Exchange, the St. Petersburg Stock Exchange, and the Ekaterinburg Stock Exchange.

The listed types of professional activities can only be carried out on the basis of a special license issued by an authorized state body. In Russia, such a body is the Federal Commission for the Securities Market (FCSM). According to Russian legislation, there are three types of licenses:

• License of a professional participant in the securities market. This license covers all types of professional activities, except for register maintenance activities.
• License to carry out activities related to maintaining a register of securities owners. Such a license carries out only the activities of the registrar, since this type of activity cannot be combined with any other.
• Stock exchange license. Such a license, subject to certain additional conditions, can only be obtained by a person who has a professional participant’s license to carry out trade organizing activities.

To obtain a license, the applicant must satisfy a number of requirements, in particular, qualification and financial stability requirements.

Qualification requirements mean that the personnel of license applicant organizations must confirm their qualifications with special documents. In Russia, such documents are qualification certificates issued by the Federal Commission for the Securities Market. Different certificates are issued for different types of activities (broker-dealer, depository, etc.). To receive such a certificate, an applicant - a citizen must pass exams: basic and specialized. Successful completion of the basic exam entitles you to take the specialized exam. Passing a specialized exam entails the issuance of a corresponding certificate. Heads of companies that are professional participants in the securities market must have a higher education.

Financial stability requirements mean that companies seeking licenses must have a minimum amount of their own funds. Currently in Russia the following minimum amounts of own funds have been established. To implement

• Brokerage activities (if the broker serves only legal entities) – 420 thousand rubles
• Brokerage activities (if the broker serves both legal entities and individuals) – 1,680 thousand rubles
• Dealer activity – 670 thousand rubles
• Securities management activities – 2920 thousand rubles
• Depository activities – 6260 thousand rubles
• Activities for organizing trade, if it is carried out by a non-profit organization - 8350 thousand rubles
• Activities for organizing trade, if it is carried out by a commercial organization - 16,700 thousand rubles (A trade organizer - a stock exchange can be established only in the form of a non-profit partnership, an organizer of over-the-counter trading - in any organizational and legal form - in the form of a commercial and non-profit organization)
• Clearing activities – 8,350 thousand rubles.

One company, a professional participant in the securities market, can simultaneously carry out different types of activities. The rules for such combination in the Russian Federation are established by the Federal Commission for the Securities Market.

Thus, brokerage, dealer, depository and securities management activities can be combined.

Clearing activities may be combined with depository activities.

Trade organization activities can be combined with clearing and depository activities.

The list of professional activities given above is not exhaustive. Thus, at the moment, among the types of activities called professional activities in the law “On the Securities Market”, there is no investment consulting and underwriting (will be discussed in the chapter on the issue of securities). Thus, to carry out such activities you do not need to obtain a license, but in essence this is a professional activity.

An investment consultant provides advisory services regarding the issue and circulation of securities.

Services provided by investment consultants can be divided into three groups:

• Evaluation consultation. This includes assessing the results of the client’s operations, analyzing the quality of the investment portfolio, analyzing the state of the securities market, assessing securities, assessing the issuer, assessing the state of securities legislation, and so on.
• Consulting on current operations, ongoing work planning. This includes consulting on the application of legislation, organization and support of admission of securities to circulation on the stock exchange, organization and support of licensing activities, professional training and education of personnel, preparation and support of state registration of securities, representation of parties, current portfolio planning, and so on.
• Development of strategies, strategic planning. This includes the development of strategies for an enterprise to enter the stock market, the development of a general portfolio strategy, tax planning related to tax payments in connection with transactions with securities, the development of individual strategies, for example, dividend, strategy for creating “working property”, and so on.

Types of professional securities market participants

Professional securities market participants- these are specialized companies that are legal entities, among which there may be credit organizations, as well as citizens (individuals) registered as entrepreneurs carrying out specific types of professional activities related to securities.

Let's remember that stocks and bods market- This is a mechanism for the redistribution of free monetary capital. Directly, such redistribution of free funds based on securities from investors to issuers is carried out through financial intermediaries - dealers, brokers, securities managers. Depending on which institutions perform the functions of financial intermediaries, there are three models of the securities market.

Securities market model- this is a type of organization of the stock market depending on the type of institutions performing the functions of financial intermediaries.

Banking model of the securities market- this is its organization in which the function of financial intermediaries (broker-dealers) is performed by commercial banks.

An example of a banking model of the securities market is the German stock market, the key figure of which is a universal commercial bank, a kind of “financial supermarket”. Such a bank carries out all types of operations in the banking sector - accepts money for deposits and deposits, lends to the economy and the population, and also offers all types of services related to securities: accepts orders from clients as a broker, manages securities of clients and investment funds, is a member of the stock exchange, holds its own large blocks of securities, etc.

The activities of a universal commercial bank are associated with increased risk, since the risks of credit and deposit operations are not separated from the risks of operations with securities.

Non-banking securities market model- this is its organization in which the function of financial intermediaries (broker-dealers) is performed by non-banking financial institutions and securities companies.

An example of a non-bank market model is the US securities market. After the “Great Depression” of 1929-1933 in the United States, as a result of the passage of the Glass-Steagall Act (1933), commercial banks and their subsidiaries were prohibited from performing the functions of a professional intermediary in the corporate securities market (underwriting, executing customer orders for purchases and sale of securities, investment in corporate securities). It is believed that it was the combination of work by American banks in the banking and stock markets that led to the crisis being so deep and prolonged. This ban did not apply to government securities, and banks have a strong position in this market.

As a result of the adoption Glass-Steagall Act It is not commercial banks, but investment banks that can carry out professional activities in the market. In fact, investment banks are multidisciplinary companies that offer all types of securities-related services. In Russia, investment companies are an analogue of investment banks. There are more than 8,000 different specialized companies operating in the US corporate securities market. However, it should be noted that at the end of the 90s of the 20th century there was a gradual shift away from the ban on American commercial banks operating as professional participants in the securities market.

Mixed model of the securities market- this is its organization in which the function of financial intermediaries (broker-dealers) is performed by both commercial banks and non-banking financial institutions.

A mixed model of the securities market is being formed in Russia. Before the adoption of the Law “On the Securities Market” in 1996, commercial banks could carry out any type of professional activity in the securities market on the basis of a banking license. With the adoption of the Law “On the Securities Market”, banks can carry out such activities after an appropriate license issued by the Federal Commission for the Securities Market or a state body authorized by it. In particular, until 1998, commercial banks on the Russian securities market were issued such a license by the Bank of Russia.

Russian commercial banks, therefore, act as universal banks and bear increased risks. The crisis in the government securities market associated with the declaration of default on August 17, 1998 (the state’s refusal to fulfill obligations on government short-term obligations (GKOs) and federal loan bonds (OFZ) very clearly demonstrated this. As a result of this crisis, the Russian banking system experienced a catastrophic shock , was destroyed. Many banks, and, first of all, the largest, systemically important ones, simply ceased to exist (Stolichny, Inkombank, Rossiysky Kredit, etc.).

In practice, it is quite rare to perform any one type of professional activity (except for types of activities the combination of which there are legal restrictions). The largest professional participants in the securities market (investment banks in American practice, investment companies and universal commercial banks in Russia, broker-dealer companies), which can be united under the general term “securities companies”, are multifunctional enterprises whose core business is securities . Such companies can simultaneously perform the functions of brokers, dealers, managers, underwriters, and investment consultants. They provide all types of securities related services to their clients.

The largest investment banks and securities companies in the world are the American investment banks Goldman Sachs, Morgan Stanley-Dean Witer, Merrill Lynch, the Swiss one - Credit Suisse Fest Boston, and the German Deutsche Bank.

The largest Russian companies - professional participants in the securities market are such as Troika-Dialog, Renaissance Capital, Nikoil, and Moscow Stock Center.

Brief conclusions

1. A special product is traded on the stock market - securities. In the securities market, along with issuers and investors, there are also professional participants, for whom activity with securities is the main activity that is not combined with other work.

2. According to the law "On the securities market" professional stock market participants– these are legal entities and individuals who have received, in accordance with the established procedure, a license to carry out professional activities in the securities market of one type or another.

3. The types of professional activities are brokerage, dealer, securities management activities, clearing, depository activities, activities for organizing trade in the securities market, activities for maintaining a register of securities owners.

4. Each of the listed types of activities is strictly regulated by law, including the ability to combine different types of professional activities.

5. Professional participants in the securities market, along with requirements for personnel qualifications, are subject to certain requirements in the field of financial stability, compliance with professional standards, etc.

6. On the stock market, with the help of financial intermediaries, funds are redistributed from investors to issuers on the basis of securities. Depending on the types of financial institutions that perform the functions of financial intermediaries, banking, non-banking and mixed models of the securities market are distinguished. A mixed model is being formed in Russia.

Introduction

Concept and signs of professional activity in the securities market

2 Signs of professional activity in the securities market

Types of professional securities market participants

3 Clearing organization

4 Securities trustee

5 Depository

Conclusion

Bibliography

Introduction

Currently, the securities market is an integral part of the socio-economic life of modern Russia: events taking place in this area are inextricably linked with the process of development of the national economy and arouse interest both from a narrow circle of professionals and among the population.

According to the most common characteristics in world practice, such as capitalization, market capacity, volume of transactions, the Russian securities market is developing very dynamically.

It is professional participants in the securities market who make a significant contribution to reducing the risks of investors in Russia. At the same time, while helping to reduce some risks, professional participants generate new types of risks associated with the functioning of the securities market itself and its institutions, with conflicts of interests of the professional community and other stock market participants, which also need to be reduced.

In practice, the state regulatory body (Federal Commission for the Securities Market of the Russian Federation - FCSM of Russia) tries to resolve issues of reducing risks and eliminating conflicts of interest by issuing departmental regulations. Currently, a situation has arisen where the activities of professional participants in the securities market are regulated by a variety of general regulations that do not sufficiently take into account the specifics of specific types of professional activities.

The purpose of the presented work is to study professional participants in the securities market in the Russian Federation.

This goal is achieved by solving the following tasks:

consider the concept and signs of professional activity in the securities market

study the types of professional participants in the securities market

The structure of the work is determined by its purpose and objectives and consists of an introduction, two chapters, a conclusion and a list of references.

1. Concept and signs of professional activity in the securities market

1 The concept of professional activity in the securities market

Current legislation does not contain a definition of professional activity in the securities market. The legislator did not consider it possible to indicate signs of professional activity. In the scientific literature there is also no consensus on what should be understood as professional activity in the stock market.

Ya.M. Mirkin points out that professional activity should be understood as “special activities in the stock market for the redistribution of monetary resources on the basis of securities, for organizational, technical and information services for the issue and circulation of securities.”

In turn, V.A. Galanov, A.I. Basov, dwelling on the analysis of professional intermediary activities in the stock market, defines it as “activities to ensure the relationship between suppliers and consumers of capital in the securities market, as well as to serve them.”

S.A. Khabarov proposes a definition of professional activity in the stock market, according to which the named activity should be generally understood as “the provision of any services to third parties by a participant in the securities market on the basis of certain standards of activity.”

A detailed analysis of the system of signs of professional activity in the stock market allowed A.V. Semenov came to understand the latter as an independent activity carried out at one’s own risk in the forms established by federal law, implemented on a professional and systematic basis in order to achieve a positive economic effect by legal entities that have received a license to carry it out in the manner prescribed by law.

Thus, professional activity in the securities market is the provision of services to participants in this market on a competent and commercial basis.

In comparison with the activity of an issuer or investor in the securities market, which is expressed in attracting or investing capital through securities, the activity of a professional participant is his work, which is the main source of his total income. The source of the net income of the issuer or investor is the attracted capital or capital in the form of a security.

The activities of a particular issuer or investor are not strictly tied to the securities market, since due to the mobility of this form of capital, anyone can freely leave the securities market for another market.

The activities of those who have invested their capital in services as a business on the securities market are a different matter. He also cannot easily and freely leave this market, since in another market he can no longer act as a professional until he receives a license; he needs to retrain and hire new staff.

1.2 Signs of professional activity in the securities market

Having analyzed the above approaches, as well as the provisions of legal acts regulating legal relations arising regarding the implementation of professional activities, we consider it possible to propose a definition of professional activities in the securities market based on the following system of characteristics.

The first sign characterizes professional activity from the point of view of its external expression in the surrounding world, i.e. as an activity.

The concept of “activity” means occupation, labor; the behavior of subjects, the system of their actions. Activity also refers to the expedient change in the environment in the interests of people.

Professional activity can be characterized as a positively directed activity, which in its material expression represents a set of actions and operations of professional participants.

In the scientific literature, professionalism is considered within two aspects: internal (substantive) and external.

The internal aspect indicates that professional activities are carried out according to certain rules and methods; in compliance with the requirements for its process and results; on a reimbursable basis; subjects who have certain qualifications and have the information necessary for making and implementing decisions; under the control of authorized government bodies and self-regulatory organizations.

The external aspect of the professionalism of an activity is expressed in the exclusivity of its implementation: for a subject implementing one or another professional activity, such activity is the only one - “this is his work, which is the main source of his total income.” For a true professional, there are “no” other types of activity, i.e. he cannot combine his exclusive (professional) activities with other types of activities.

A logical continuation of the sign of professionalism (exclusivity) is the implementation of professional activities specifically in the securities market, and not in any other segment of the financial market. Even its combination with professional activities in the insurance, foreign exchange, and credit markets does not affect the fact that the professional activities specified in Chapter 2 of the Law exist only within the framework of legal relations that make up the securities market.

The types of professional activities are comprehensively named in the Law on the Securities Market.

Part 18 Art. 2 of the Law on the Securities Market defines professional participants as legal entities carrying out the types of activities named in Chapter 2 of this regulatory act.

This approach of the legislator seems quite justified. The activity under study stands out among the institutions of the stock market due to the functional load that it performs on it. For this reason, as well as in order to minimize losses of other participants in the stock market and guarantee a certain level of stability of its existence, requirements are established for the professional skills of employees of professional participants and the sufficiency of the funds at their disposal. Such restrictions can only be established in relation to subjects strictly defined by law.

An additional guarantee of compliance of professional activities with the requirements of regulations and the conditions of the securities market is the licensing institution. At the same time, paragraph 1 of Art. 49 of the Civil Code of the Russian Federation allows licensing only for certain types of activities, the list of which is determined by law.

Professional activity is entrepreneurial activity. Accordingly, it has signs of the latter.

One of the characteristics of entrepreneurship is its implementation on a professional basis. At the same time, entrepreneurial activity can be carried out not on an exclusive, but only on a preferential basis. Professionalism is an expression of the essence of professional activity in the securities market, its constitutive feature. Professionalism here is the very goal (of course, not the only one) and the most important condition for existence in objective reality. For entrepreneurial activity, this is nothing more than one of the qualifying signs, a means of achieving its main goal - making a profit.

In this regard, professionalism as a sign of entrepreneurial activity differs from a similar sign of professional activity in the securities market.

Professional activities are carried out by subjects - participants in the securities market, who have a number of characteristics that distinguish them from other subjects of legal relations that make up the stock market.

In this regard, the implementation of professional activities by special subjects is an unconditional feature of it.

Since the Law on the Securities Market does not contain any special instructions in relation to all entities carrying out professional activities in the stock market, the general rule of Art. 50 of the Civil Code of the Russian Federation, which provides the opportunity for the subjects themselves to choose whether the corresponding legal entity will be a commercial one, or whether the purpose of its activities will not include the extraction of profit and its distribution among participants. In the latter case, the professional participant will be a non-profit organization. At the same time, Chapter 2 of the Law imposes different requirements on the organizational and legal form of professional participants depending on the type of activity performed.

The Law’s assumption of the possibility of organizing the activities of a professional participant in the form of a non-profit organization cannot be considered correct. After all, the goals of the activities of a non-profit organization, defined in paragraph 1 of Art. 50 Civil Code of the Russian Federation, paragraphs 1 and 2 of Art. 2 of the Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations”, do not, as a general rule, imply not only the commercial nature of the activities carried out by non-profit organizations, but also the professionalism of such activities. Public goods, the achievement of which the activities of non-profit organizations should be aimed at, do not have a normative definition and a list of types. They can be understood differently in each specific situation, which allows for the possibility of different behavior in the same situations. But what is even more unacceptable for professional activity is that the stated goals can be placed above the principle of proper fulfillment of obligations, for example, in urgent transactions that clearly do not have the goal of achieving anyone’s benefit. Professionalism gives way to expediency, morality and other principles, undoubtedly key in the life of society, but of little use for the existence of the securities market, where everything is based on the goal of attracting and moving capital on the basis of predictable, uniform and professional actions of the relevant participants.

The developers of the Concept for the Development of Civil Legislation in the section devoted to the legislation on non-profit organizations note, on the one hand, its imperfection and confusion, on the other, the fallacy of classifying certain types of entities as non-profit organizations. The latter, by the way, include stock exchanges - non-profit partnerships whose activities are actually aimed at making a profit.

Clause 1 of Art. 39 of the Law on the Securities Market imperatively establishes that all types of professional activities on the securities market specified in Chapter 2 of this Law are carried out on the basis of a special permit - a license. An exception to this rule is a state corporation, which has the right to carry out specific types of professional activities on the basis of the federal law under which it was created.

The special legitimation of professional activity on the stock market does not simply imply some formal recognition by the state of the possibility of its implementation by a particular subject. A license applicant, when undergoing the licensing procedure, as well as a licensee who has received a license from the Federal Financial Markets Service, must comply with and comply with the licensing requirements and conditions.

Licensing can be characterized as recognition by the state of the actual existence of a subject of professional activity and the real opportunity to carry out the corresponding activity. There is no doubt that such recognition takes a certain form and presupposes compliance with formalized requirements, i.e. is of a formal nature. However, for the securities market, a license is ultimately an external expression of internal compliance and a fundamentally important element of its functioning mechanism.

The final feature of professional activity should be its productivity. For entities carrying out professional activities in the stock market, the transactions performed are valuable in themselves, without reference to their economic (receiving income, raising capital) and legal (transfer of ownership of securities and the power to exercise the rights enshrined in them) goals. If for most other participants the securities market is necessary precisely as an element of the financial system, then for professional participants the value of the stock market is determined by the presence of transactions on it, regardless of the consequences of their execution.

2. Types of professional securities market participants

Brokerage is the activity of carrying out civil transactions with securities on behalf and at the expense of a client (including the issuer of issue-grade securities when placing them) or on one’s own behalf and at the expense of the client on the basis of paid agreements with the client.

A professional participant in the securities market who carries out brokerage activities is called a broker. If a broker provides services for the placement of issue-grade securities, the broker has the right to purchase at his own expense securities that were not placed within the period stipulated by the agreement. The broker must carry out clients' orders in good faith and in the order in which they are received. Transactions carried out on behalf of clients are in all cases subject to priority execution in comparison with dealer operations of the broker himself when he combines the activities of a broker and dealer.

Clients' funds transferred by them to the broker for investment in securities, as well as funds received from transactions made by the broker on the basis of agreements with clients, must be in a separate bank account (accounts) opened by the broker with a credit institution (special brokerage account) . The broker is required to keep records of each client's funds held in a special brokerage account(s) and report to the client. Client funds held in a special brokerage account(s) cannot be recovered for the broker's obligations.

The broker has the right to use in his own interests the funds located in a special brokerage account (accounts), if this is provided for in the brokerage service agreement, guaranteeing the client the execution of his orders at the expense of the specified funds or their return at the client’s request. The funds of clients who have granted the right to use them to the broker in his interests must be in a special brokerage account (accounts), separate from the special brokerage account (accounts) in which the funds of clients who have not granted the broker such a right are located. The funds of clients who have granted the broker the right to use them can be credited by the broker to his own bank account.

The above requirements do not apply to credit organizations.

The broker has the right to lend money and/or securities to the client to carry out transactions for the purchase and sale of securities, subject to the client providing security in the manner provided for in this paragraph. Transactions made using funds and/or securities lent by the broker are called margin transactions.

The broker has the right to charge the client interest on loans provided. As security for the client's obligations under the loans provided, the broker has the right to accept only securities owned by the client and/or purchased by the broker for the client under margin transactions.

Dealer activity is the execution of transactions for the purchase and sale of securities on one's own behalf and at one's 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 prices announced by the person carrying out such activities.

A professional participant in the securities market who carries out dealer activities is called a dealer. A dealer can only be a legal entity that is a commercial organization, as well as a state corporation, if for such a corporation the ability to carry out dealer activities is established by the federal law on the basis of which it was created.

In addition to the price, the dealer has the right to announce other essential terms of the securities purchase and sale agreement: the minimum and maximum number of securities purchased and/or sold, as well as the period during which the announced prices are valid. If the advertisement does not indicate other essential conditions, the dealer is obliged to conclude an agreement on the essential conditions proposed by his client. If the dealer evades concluding an agreement, a claim may be brought against him for the forced conclusion of such an agreement and/or for compensation for losses caused to the client.

3 Clearing organization

Clearing activities - activities to determine mutual obligations (collection, reconciliation, adjustment of information on transactions with securities and preparation of accounting documents for them) and their offset for the supply of securities and settlements on them. This activity, along with the Federal Law, is regulated by the Regulations on Clearing Activities in the Russian Federation.

According to this Regulation, clearing activities can be carried out by a legal entity that has a license as a professional participant in the securities market to carry out clearing activities (clearing organization) in accordance with the legislation on securities and regulations of the Federal Service for Stock Markets.

The clearing organization, on the basis and in accordance with the requirements of legislation and regulations of the Federal Financial Markets Service, approves the rules for carrying out clearing activities, the procedure for the creation, placement and use of the guarantee fund, the internal regulations of the clearing organization, the procedure for storing and protecting information, as well as other internal documents regulating the activities of the clearing organization organizations.

Activities of a clearing organization, including in the process of interaction with persons in whose favor, on the basis of agreements for clearing services concluded with them, clearing is carried out (clearing participants), as well as with the trade organizer or stock exchange (trade organizers), with the depositary performing settlements for securities based on the results of clearing (settlement depository), with a credit institution that carries out settlements on funds based on the results of clearing (settlement organization), should not contradict the rules for carrying out clearing activities.

The clearing organization registers clearing participants and its clients. Upon registration, the clearing organization assigns codes to each clearing participant and all its clients and informs the clearing participants about this. Each clearing participant and each client of a clearing participant may be assigned only one code, unless otherwise provided by these Regulations. Clearing transactions for which settlements are made at the expense of clients not registered with a clearing organization is prohibited.

A clearing organization has the right to enter into an agreement with a credit organization to perform the functions of a settlement organization only if the said credit organization is a non-bank credit organization.

The clearing organization carries out clearing of transactions, settlements for which are carried out at the expense of clearing participants or other persons registered by the clearing participant with the clearing organization in the manner established by these Regulations (clients of the clearing participant).

The clearing organization carries out clearing on the basis of orders (instructions) received from clearing participants or from organizations authorized by them. Clearing is carried out for transactions whose execution period occurs no later than the beginning of settlements based on the results of clearing (clearing pool transactions).

Transactions with funds based on the results of clearing are carried out on the accounts of clearing participants and (or) their clients (cash trading accounts) and (or) on the accounts of clearing organizations in the settlement organization on the basis of instructions and (or) other documents of the clearing organization in accordance with the requirements established in the documents of the settlement organization and in the conditions for carrying out clearing activities.

Transactions with securities based on the results of clearing are carried out through the securities accounts (or sections of securities accounts) of clearing participants and (or) their clients (trading securities accounts) and (or) through the accounts of clearing organizations in the settlement depository on the basis of instructions and (or) other documents of the clearing organization in accordance with the requirements established in the documents of the settlement depository and in the conditions for carrying out clearing activities.

During the clearing process, a clearing organization may act as a party to obligations arising from clearing pool transactions (centralized clearing).

Clearing can be carried out for the following transactions:

with securities, providing for the delivery and payment of securities within no more than five days from the date of the transaction (spot transaction);

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 aggregate prices for securities (stock indices), including transactions providing for the exclusive obligation of the parties to pay (pay) amounts of money depending on changes in prices on securities or from changes in stock index values ​​(forward transactions);

for the sale (purchase) of issue-grade securities (the first part of the repo) with the obligatory subsequent repurchase (sale) of securities of the same issue in the same quantity (the second part of the repo) after a certain period of time under the conditions established when concluding such a transaction (repo transaction) ;

other transactions with securities.

The clearing organization records the obligations of clearing participants in transactions with securities, as well as records information about securities and funds intended to fulfill the obligations of the clearing participant in special registers (clearing register).

To ensure the execution of transactions with securities in respect of which clearing is carried out, the clearing organization forms a guarantee fund and develops a system of measures to reduce the risks of clearing activities in accordance with the requirements of the Federal Commission.

market security participant

2.4 Trustee of securities

The activity of securities management is understood as the implementation by a legal entity on its own behalf for a fee for a certain period of trust management of the following transferred into its possession and owned by another person in the interests of this person or third parties specified by this person:

securities;

funds intended for investment in securities;

cash and securities received in the process of securities management.

The general rules for trust management of property are established by Chapter 53 of the Civil Code of the Russian Federation. In accordance with Article 1012 of the Civil Code of the Russian Federation, under a trust management agreement, one party (the management founder) transfers property to trust management for a certain period of time to the other party (the trustee), and the other party undertakes to manage this property in the interests of the management founder or the person specified by him (the beneficiary). ). The transfer of property into trust management does not entail the transfer of ownership of it to the trustee.

According to Article 1015 of the Civil Code of the Russian Federation, a trustee can be an individual entrepreneur or a commercial organization, with the exception of a unitary enterprise. In the case of trust management of securities, such a person is called a manager. This can only be a professional participant in the securities market.

A license to carry out securities management activities is not required if trust management is related only to the exercise by the manager of rights under securities.

The manager, when carrying out his activities, is obliged to indicate that he is acting as a manager.

If a conflict of interests between the manager and his client or different clients of the same manager, of which all parties were not notified in advance, led to actions of the manager that damaged the interests of the client, the manager is obliged to compensate losses at his own expense in the manner prescribed by civil law.

The manager has the right, when carrying out securities management activities, to purchase for the client (the founder of the management) securities and other financial instruments intended for qualified investors, only on the condition that the client is a qualified investor.

The consequences of transactions by a manager in violation of the requirements provided for by Federal Law are:

imposing on the manager the obligation, at the request of the client or by order of the federal executive body for the securities market, to sell securities and other financial instruments;

compensation to the client for losses caused by the manager as a result of the sale of securities and other financial instruments;

payment to managers of interest on the amount for which securities and other financial instruments were purchased. The amount of interest is determined according to the rules of Article 395 of the Civil Code of the Russian Federation. If the sale price of securities and other financial instruments exceeds the price at which they were purchased, interest is paid in the amount not covered by the income from the sale of securities and other financial instruments.

A claim for application of the consequences of a transaction made by a manager may be brought by the client within one year from the date of receipt of the relevant manager’s report.

2.5 Depository

Depository activity is the provision of services for the storage of securities certificates and/or accounting and transfer of rights to securities.

A professional participant in the securities market carrying out depository activities is called a depositary. Only a legal entity can be a depositary. A person who uses the services of a depository for storing securities and/or recording rights to securities is called a depositor.

The agreement between the depository and the depositor, regulating their relations in the process of depository activities, is called a depository agreement (depo account agreement). The depository agreement must be concluded in writing. The depository is obliged to approve the conditions for carrying out depository activities, which are an integral part of the concluded depository agreement.

The conclusion of a depository agreement does not entail the transfer of ownership of the depositor's securities to the depository. The depository does not have the right to dispose of the depositor's securities, manage them or carry out any actions with securities on behalf of the depositor, except for those carried out on behalf of the depositor in cases provided for by the deposit agreement. He also does not have the right to condition the conclusion of a depository agreement with the depositor on the latter’s refusal of at least one of the rights secured by the securities. The depositary bears civil liability for the safety of the securities certificates deposited with it.

Depositors' securities cannot be subject to foreclosure for the depository's obligations.

The depositary has the right, on the basis of agreements with other depositories, to involve them in the fulfillment of their duties for storing securities certificates and/or recording the rights to securities of depositors (that is, becoming a depositor of another depository or accepting another depository as a depositor), unless this is expressly prohibited depository agreement.

If a depositor of one depository is another depositary, then the depository agreement between them must provide for a procedure for obtaining, in cases provided for by the legislation of the Russian Federation, information about the owners of securities, the records of which are maintained in the depository-depository, as well as in its depositories-depositors.

The responsibilities of the depository include:

registration of facts of encumbering the depositor's securities with obligations;

maintaining a separate depository account for the depositor, indicating the date and basis of each transaction on the account;

transfer to the depositor of all information about securities received by the depository from the issuer or holder of the register of securities owners.

The depository has the right to register in the system of maintaining a register of securities owners or with another depository as a nominee holder in accordance with the depository agreement.

The depositary may provide services to the depositor related to the receipt of income on securities and other payments due to the owners of securities. In the case of the provision of such services, the funds of depositors must be in a separate bank account (accounts) opened (opened) by the depository in a credit institution (special depositary account (accounts)). The depository is obliged to keep records of the funds of each depositor located in a special depository account (accounts) and report to it. The funds of depositors located in a special depository account (accounts) cannot be recovered for the obligations of the depository. The depository does not have the right to credit its own funds to a special depository account (accounts), except in cases of payment to the depositor, and also to use in its own interests the funds located in the special depository account (accounts).

6 Registry holders (registrars)

The activities of maintaining the register of securities owners are the collection, recording, processing, storage and provision of data that constitute the system for maintaining the register of securities owners. Only legal entities have the right to engage in this activity.

Persons engaged in maintaining the register of securities owners are called register holders (registrars).

A legal entity engaged in maintaining the register of securities owners does not have the right to carry out transactions with securities of an issuer registered in the system of maintaining the register of securities owners.

The system for maintaining the register of securities owners is understood as a set of data recorded on paper and/or using an electronic database, ensuring the identification of nominal holders and securities holders registered in the register of securities owners and accounting of their rights in relation to securities registered in their name, allowing them to receive and send information to specified persons and compile a register of securities owners.

The system for maintaining the register of securities owners must ensure the collection and storage, within the time limits established by law, of information about all facts and documents entailing the need to make changes to the system for maintaining the register of securities owners, and about all actions of the register holder to make these changes.

For bearer securities, a system for maintaining a register of securities owners is not maintained.

The register of securities owners (registry) is part of the register maintenance system, which is a list of registered owners indicating the number, par value and category of registered securities owned by them, compiled as of any specified date and allowing the identification of these owners, the number and category of securities owned them securities. The register is a collection of data recorded on paper and (or) using an electronic database, which provides identification of registered persons, certification of rights to securities recorded in the personal accounts of registered persons, and also allows receiving and sending information to registered persons.

Owners and nominee holders of securities are required to comply with the rules for submitting information to the register maintenance system.

The holder of the register can be the issuer or a professional participant in the securities market, carrying out activities to maintain the register on the basis of the issuer's instructions. If the number of securities owners exceeds 500, the holder of the register must be a professional participant in the securities market engaged in maintaining the register, except for cases provided for by this Federal Law. The registrar has the right to transfer part of its functions for collecting information included in the registry maintenance system to other registrars. The transfer of these functions does not relieve the registrar from responsibility to the issuer.

The agreement for maintaining the register is concluded with only one legal entity. The registrar can maintain registers of owners of securities of an unlimited number of issuers.

The holder of the register of owners of securities intended for qualified investors has the right to credit the specified securities to the owner’s personal account only if he is a qualified investor by virtue of federal law or is not a qualified investor, but acquired the specified securities as a result of universal legal succession, conversion, including during reorganization, distribution of property of a liquidated legal entity and in other cases established by the federal executive body for the securities market.

Nominal holder of securities is a person registered in the register maintenance system, including being a depositor of the depository, and not being the owner in relation to these securities.

Professional participants in the securities market can act as nominal holders of securities. The depositary may be registered as a nominee holder of securities in accordance with the depository agreement. A broker may be registered as a nominee holder of securities in accordance with the agreement on the basis of which he serves the client.

A nominee holder of securities may exercise the rights secured by the security only if he receives the appropriate authority from the owner.

Data on the nominal holder of securities must be entered into the register maintenance system by the register holder on behalf of the owner or nominal holder of the securities, if the latter persons are registered in this register maintenance system.

Entering the name of the nominal holder of securities into the register maintenance system, as well as re-registration of securities in the name of the nominal holder, does not entail the transfer of ownership and/or other proprietary rights to the securities to the latter. Securities of clients of a nominal holder of securities are not subject to recovery in favor of the latter's creditors.

Transactions with securities between holders of securities of one nominal holder of securities are not reflected by the holder of the register or depository of which he is a client.

A nominee holder in relation to registered securities, the holder of which he is in the interests of another person, is obliged to:

take all necessary actions aimed at ensuring that this person receives all payments that are due to him on these securities;

carry out transactions and transactions with securities solely on behalf of the person in whose interests he is the nominal holder of securities, and in accordance with the agreement concluded with this person, unless otherwise established by federal law;

keep records of securities that he holds in the interests of other persons in separate off-balance sheet accounts and constantly have in separate off-balance sheet accounts a sufficient number of securities in order to satisfy the requirements of the persons in whose interests he holds these securities.

The nominal holder of securities, at the request of the owner, is obliged to ensure that a record of the transfer of securities in the name of the owner is entered into the register maintenance system.

In order for owners to exercise the rights secured by securities, the holder of the register has the right to demand that the nominal holder of securities provide a list of owners of whom he is the nominal holder as of a certain date. The nominee holder of securities is obliged to compile the required list and send it to the registrar within seven days after receiving the request. If the required list is necessary for compiling the register, the nominal holder of securities does not receive remuneration for compiling this list.

An issuer who has entrusted the maintenance of a register maintenance system to a registrar may, once a year, demand that the latter provide the register for a fee not exceeding the costs of its preparation, and the registrar is obliged to provide the register for this fee. In other cases, the amount of remuneration is determined by the agreement between the issuer and the registrar.

The register holder has the right to charge parties to the transaction a fee corresponding to the number of orders for the transfer of securities and the same for all legal entities and individuals. The registry holder does not have the right to charge parties to a transaction a fee in the form of a percentage of the transaction volume.

The register holder is obliged, at the request of the owner or a person acting on his behalf, as well as the nominal holder of securities, to provide an extract from the register maintenance system for his personal account within five working days.

7 Organizer of trading on the securities market

The activity of organizing trade in the securities market is the provision of services that directly facilitate the conclusion of civil transactions with securities between participants in the securities market. A professional participant in the securities market who carries out activities to organize trading on the securities market is called an organizer of trading on the securities market.

The organizer of trading on the securities market is obliged to disclose the following information to any interested party:

rules for admission of securities market participants to trading;

rules for admission to securities trading;

rules for concluding and reconciling transactions;

rules for registering transactions;

procedure for executing transactions;

rules limiting price manipulation;

schedule for the provision of services by the organizer of trading on the securities market;

regulations for introducing changes and additions to the above positions;

list of securities admitted to trading.

The organizer of trading on the securities market is obliged to register with the federal executive body for the securities market documents containing the information specified in part three of this article, with the exception of the list of securities admitted to trading, as well as changes and additions to them. The organizer of trading on the securities market must notify the federal executive body for the securities market in the manner established by the said body about the inclusion (exclusion) of securities in the list (from the list) of securities admitted to trading no later than the next day from the date of adoption of the relevant solutions.

One of the forms of activity for organizing trade in the securities market is the stock exchange.

A legal entity can carry out stock exchange activities if it is a non-profit partnership or a joint stock company.

If a legal entity combines the activities of a currency exchange and/or a commodity exchange (activities for organizing exchange trading) and/or clearing activities with the activities of a stock exchange, a separate structural unit must be created to carry out each of these types of activities.

Members of the stock exchange, which is a non-profit partnership, can only be professional participants in the securities market. In this case, the procedure for becoming a member of such a stock exchange, leaving and expulsion from members of the stock exchange is determined by such a stock exchange independently on the basis of its internal documents.

Only brokers, dealers and managers can participate in trading on the stock exchange. Other persons may carry out transactions on the stock exchange exclusively through the mediation of brokers who are trading participants.

Participants in trading on a stock exchange created in the form of a non-profit partnership can only be members of such an exchange.

The procedure for admission to trading and exclusion from trading participants is determined by the rules established by the stock exchange. Unequal status of trading participants on the stock exchange, as well as transfer of the right to participate in trading on the stock exchange to third parties is not allowed.

8 Financial market specialists

By Order of the Federal Financial Markets Service of April 20, 2005 N 05-17/pz-n, the Regulations on financial market specialists were approved. Appendix to it is the List of financial market specialists. This List divides specialists into the following categories:

persons providing management of the current work of organizations operating in the financial market;

controllers;

specialists.

The first include:

persons who, in accordance with the law or the constituent documents of the organization, perform the functions of the sole executive body of the organization operating in the financial market;

deputies of the sole executive body of an organization operating in the financial market, who, in accordance with their official duties, manage a sector, division, department, department or other independent structural unit, the exclusive function of which is to carry out one or more types of activities in the financial market (structural unit );

heads (deputy heads) of a structural unit of an organization whose job responsibilities include direct activities in the financial market, including a structural unit of an organization that performs internal accounting functions in this organization.

An employee of an organization operating in the financial market who is responsible for the implementation of internal control by such an organization is defined as a controller.

A specialist is an employee of a structural unit of an organization operating in the financial market, who, in accordance with his job responsibilities, performs the following functions:

a) in an organization carrying out brokerage, dealer activities or securities management activities: - carrying out transactions with securities: on behalf of the organization and at its expense; on behalf of clients and at the expense of clients; on behalf of the organization and at the expense of clients at auctions with the organizer of trading on the securities market; - carrying out transactions and/or operations with funds and/or securities in the interests of the founder of the management; - signing reports to clients;

b) in an organization carrying out clearing activities - documentary evidence of clearing results;

c) in an organization operating as an organizer of trading on the securities market (activities of a stock exchange), - disclosure of information based on the results of trading;

d) in an organization engaged in maintaining a register of securities owners: - carrying out operations related to the transfer of ownership of securities on the personal accounts of registered persons; - signing documents confirming the ownership rights of registered persons to securities, and documents on transactions performed;

e) in an organization carrying out depository activities: - carrying out operations related to the transfer of ownership of securities in clients' securities accounts; - signing documents confirming the client’s ownership of securities and documents on transactions performed;

f) in an organization engaged in the management of investment funds, mutual investment funds and non-state pension funds: - signing of outgoing documents of the organization relating to the implementation of operations related to the management of the property of a joint-stock investment fund, mutual investment fund, pension reserves of a non-state pension fund, or property , in which pension savings are invested; - signing of outgoing documents of the organization relating to the implementation of operations related to the management of securities owned by a joint-stock investment fund, securities constituting a mutual investment fund, or securities in which funds from the pension reserves of a non-state pension fund are placed or pension savings are invested; - signing of outgoing documents of the organization relating to the implementation of operations related to the management of mortgage coverage; - signing documents containing the calculation of indicators for the purpose of monitoring the management of investment reserves of a joint-stock investment fund, property of a mutual investment fund, funds of pension reserves of a non-state pension fund or property in which pension savings are invested;

g) in an organization operating as a specialized depository of investment funds, mutual funds and non-state pension funds: signing the organization’s outgoing documents relating to transactions with securities.

Conclusion

Thus, professional activity in the securities market is the provision by a securities market participant of any services to third parties on the basis of certain standards of activity.

This institute has the following characteristics.

The first sign characterizes professional activity from the point of view of its external expression in the surrounding world, i.e. as an activity.

Professionalism of activities.

Professional activities take place precisely on the securities market, and not on any other segment of the financial market.

Types of professional activities are comprehensively named in the Law on the Securities Market

Professional activity is entrepreneurial activity

Professional activities are carried out by subjects - participants in the securities market

All types of professional activities in the securities market are carried out on the basis of a special permit - license

The final feature of professional activity should be its productivity.

Professional participants in the securities market are legal entities, including credit organizations, which carry out the following types of activities:

brokerage activity

dealer activity

securities management activities

activities to determine mutual obligations (clearing)

depository activities

activities related to maintaining the register of securities owners

activities related to organizing trading on the securities market

Bibliography

1.Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ // Collection of legislation of the Russian Federation. - 1994. - N 32. - Art. 3301.

2.Civil Code of the Russian Federation (part two) dated January 26, 1996 N 14-FZ // Collection of legislation of the Russian Federation. - 1996. - N 5. - Art. 410.

.Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations” // Collection of Legislation of the Russian Federation. - 1996. - N 3. - Art. 145.

.Federal Law of April 22, 1996 N 39-FZ “On the Securities Market” // Collection of Legislation of the Russian Federation. - 1996. - No. 17. - Article 1918.

.Resolution of the Federal Commission for the Securities Market dated August 14, 2002 N 32/ps “On approval of the Regulations on clearing activities on the securities market of the Russian Federation” // Bulletin of normative acts of federal executive authorities dated October 28, 2002. - N 43.

.Order of the Federal Financial Markets Service of the Russian Federation dated July 20, 2010 N 10-49/pz-n “On approval of the Regulations on licensing requirements and conditions for carrying out professional activities in the securities market” // Bulletin of normative acts of federal executive authorities dated September 20, 2010. - N 38.

.Order of the Federal Financial Markets Service dated April 20, 2005 N 05-17/пз-н “On approval of the Regulations on financial market specialists” // Bulletin of normative acts of federal executive authorities dated 06.06.2005 - No. 23.

.Galanov V.A. Securities market: Textbook. - M.: INFRA-M, 2007. - 397 p.

.Ershov V.A. Securities market: Legal reference book. - M.: GrossMedia, ROSBUKH, 2009. - 424 p.

.Concept of development of civil legislation // Bulletin of the Supreme Arbitration Court of the Russian Federation. - 2009. - N 11. - P. 39 - 40.

.Kuznetsov M.V. Concept and signs of professional activity in the securities market // Entrepreneurial Law. - 2010. - N 3. - P. 15 - 20.

.Makarov I.V. Concept, essence and signs of economic activity // Bulletin of the Federal Arbitration Court of the West Siberian District. - 2005. - N 4. - P. 105 - 115.

.Mirkin Ya.M. Securities and stock market. Professional course at the Financial Academy under the Government of the Russian Federation. - M.: Perspective, 2006. - 536 p.

.Securities market: Textbook / Ed. V.A. Galanova, A.I. Basova. 2nd ed., revised. and additional - M.: Finance and Statistics, 2007. - 448 p.

.Semenov A.V. Legal status of securities market participants: problems of regulation: Dis.... Cand. legal Sci. - M., 2005. - 228 p.

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LECTURE 2

Securities market participants

1. The main groups of participants of the Republican Securities Market.

2.Professional participants of the RCB.

3. Institutional investors.

1. Main groups of securities market participants

1.1.The main state body for regulation and control of securities market in the Russian Federation is the Federal Service for Financial Markets - FSFM (formerly FCSM).

1.2. Issuers are legal entities or state and local government bodies that issue securities and bear, on their behalf, obligations to investors to exercise the rights certified by the security they issued.

1.3. Investors – individuals and legal entities who own securities.

1.4. Professional participants are specialized financial organizations that ensure the statutory functioning of the securities market.

1.5.Self-regulatory organizations are created and managed by professional participants in the securities market in accordance with the types of their activities. (to uncover)

2. Professional participants of the RCB

Let's consider their types and essence of activity.

2.1. Brokerage activity is the execution of transactions with securities as a commission agent or attorney.

If a broker purchases securities on his own behalf, but at the expense of the client, the broker acts as a commission agent. If a broker acquires securities both on behalf and at the expense of a client, then in this case he acts as an attorney. The broker's income is commission.

2.2. Dealer activity is the execution of transactions for the purchase and sale of securities in one’s own name and at one’s own expense.

Dealers earn income from the difference between the purchase and sale prices of securities.

2.3. Securities management activities are considered to be the performance by a legal entity, on its own behalf and for an agreed fee, of trust management of financial assets transferred to it for use during the contractual period.

2.4. Clearing activity is the organization of mutual settlements between exchange trading participants.

2.5. The activity of maintaining the register of securities owners is the collection, processing, storage and provision of data about the owners of securities.

2.6. Depository activity is the provision of services for the storage and accounting of securities certificates.

2.7. The activity of organizing trade on the securities market is the provision of services for concluding trade transactions between market participants. Stock exchanges and computer trading systems can act as trade organizers.

To be admitted to the securities market as a professional participant, organizations must obtain accreditation and meet certain requirements, such as a license, certified specialists, professional experience, impeccable reputation, a significant amount of equity capital, etc. (to uncover)

3. Institutional investors

Research shows that in developed countries, financial resources of individuals and organizations move as follows: through the central bank - 5%, through commercial banks - 35%, through other institutional investors - 60%;

The picture is completely different in developing countries: 90% of funds move through the banking system, 10% through the system of other institutional investors.

The trend in international practice is to reduce the share of the banking sector and increase the share of other institutional investors in the distribution of monetary resources in the investment market.

In Russia, institutional investors include banks, insurance companies, non-state pension funds, and collective investment funds.

3.1. Banks, as a rule, do not have the right to operate in the stock market, but they have the right to establish investment funds and companies, and perform the functions of brokers and dealers in the government securities market.

3.2.Insurance companies invest part of their insurance reserves in reliable financial instruments to ensure their stability, profitability and guarantee of payments. The main objects of investment activity of insurance companies are government securities, highly reliable bank deposits, currency values, real estate, blue chip shares, etc.

3.3. Non-state pension funds (NPFs), along with the accumulation and payment of pensions, are engaged in long-term investment of the funds received in highly reliable assets. The placement of pension assets is carried out by a management company, which must obtain a special license.

In recent years, so-called collective investors have appeared in Russia.

3.4. A collective investor is understood as a specialized financial organization that accumulates funds of small investors and invests them in investment assets, incl. in large investment projects. These include:

3.4.1. The first collective investment institution in modern Russia was check investment funds. CHIFs emerged during mass privatization and became major portfolio investors. They concentrated 32% of the total number of privatization checks, became owners of 10% of the shares of privatized enterprises and were transformed into joint-stock investment funds.

3.4.2. A joint-stock investment fund is an open joint-stock company whose exclusive activity is investing its property in investment objects.

3.4.3. Since 1996, new collective investment institutions - mutual investment funds (UIFs) - have been operating on the Russian stock market. In accordance with the current federal law, a mutual fund is a separate set of property transferred to it for trust management by the fund’s shareholders, and property acquired by the fund in the course of its activities. The investment process is managed by a specialized management company.

Features of mutual funds are as follows:

a) joining a mutual fund is carried out by purchasing its shares;

b) when funds are pooled, contributions are depersonalized and investment risks and income are averaged;

c) the owner of the investment share does not have the right to participate in the management of the fund and its property (CB).

d) Mutual Fund is not a legal entity.

e) the transfer of property into trust management does not lead to the transfer of ownership of it to the trustee;

f) the purpose of mutual funds is to increase the value of the fund’s property, and not to receive current income. The increase in value is not subject to distribution in the form of dividends; capitalization of interest received from investment activities;

g) shareholders receive income in the form of the difference between the sale and purchase prices of investment shares;

h) Mutual funds are obliged to redeem shares from their owners at the request of the latter at the market (quoted) value.

i) reduction of management costs in transactions with large blocks of securities, because one management company can manage several mutual funds at once. This allows you to save on management costs and securities transactions.

j) within the framework of one management company, it is easy to move from fund to fund with different investment strategies without paying taxes on the resulting income;

k) funds operate under strict control of government bodies and regularly publish complete information about their activities;

l) a large number of funds create a highly competitive environment, which leads to an increase in the efficiency of their work and a reduction in prices for services.

3.4.4.Recently, a new type of collective investment has appeared in Russia - common funds of bank management (FBU). They are analogous to mutual funds, but are formed and managed by commercial banks.

The difference from mutual funds is that their activities are regulated not by the Federal Financial Markets Service, but by the Central Bank, which gives them some advantages. For example, OFBU are allowed to invest money in securities such as futures and options. This allows you to insure risks and achieve guaranteed income.

3.4.5. Another collective investment institution is credit unions. A credit union is a voluntary self-governing association of individuals in order to create a collective money pool and use it to finance the needs of union members. A credit union is a cooperative organization with the status of a legal entity.

The functioning of the securities market is impossible without professionals serving it and solving emerging problems. The Federal Law “On the Securities Market” defines that “professional participants in the securities market are legal entities, including credit organizations, as well as citizens (individuals) registered as entrepreneurs who can carry out the following types of activities in the market securities: brokerage activities;

Dealer activities;

Securities management activities;

Clearing activities;

Depository activities;

Activities related to maintaining the register of securities holders;

Activities related to organizing trading on the securities market.”

Their activities require the use of sophisticated computer technology, which ensures the process of pricing and dissemination of information. In modern conditions, special training is required for securities market professionals, including general economic and technical training, and also, taking into account the acute situations arising in the market, psychological. In the activities of securities market professionals, experience and intuition are also of great importance.

The main securities market professionals are:

1) brokers (intermediaries in concluding transactions, not participating in them themselves);

2) dealers (intermediaries participating in transactions with their capital);

3) managers (persons managing securities transferred to them for trust management);

4) clearings (organizations involved in determining mutual obligations);

5) depositories (provide services for storing securities);

6) registrars (maintain securities registers);

7) organizers of trading on the securities market (provide services that facilitate the conclusion of transactions with securities);

8) jobbers (specialists in the conditions of the securities market

Along with these professionals, the securities market is served by bank employees, investment fund employees, and government officials and lawyers, who provide the necessary legislation and oversight for the financial market.

Let us consider in more detail the activities of each of the professional participants in the securities market.

1. One of the main professional participants in the securities market are brokers. Brokers carry out civil transactions with securities as attorneys or commission agents, acting on the basis of agency or commission agreements, as well as powers of attorney for such transactions. Delegation of transactions by brokers is allowed only to other brokers (if it is stipulated in the contract).

Both individuals and organizations can act as a broker. Professional brokerage activities in the stock market are carried out on the basis of a license obtained in the prescribed manner. The broker obtains this license from the local financial authorities. The law allows for the combination of brokerage activities with other types of activities in the securities market.

To operate in the securities market, a broker or brokerage organization must meet the following qualification requirements:

Have on staff specialists who have qualification certificates;

Have the established minimum equity capital required for financial liability to investors;

Have a developed accounting and reporting system that accurately and completely reflects transactions with securities. The broker's responsibility is to faithfully carry out clients' orders.

He must put the interests of clients first and fulfill them in the order they are received. The broker and the client build their relationship on a contractual basis. In this case, both an agency agreement and a commission agreement can be used. If an agency agreement is concluded, this means that the broker will act on behalf of the client and at the expense of the client, that is, the client is a party to the transactions concluded, and he is responsible for the execution of the transaction. Transactions carried out on behalf of clients are in all cases subject to priority execution in comparison with the transactions of the broker himself (if he is involved in them). If the broker has an interest that prevents the execution of the client’s order on the most favorable terms for the client, the broker is obliged to immediately notify the latter of the existence of such interest. If preference is given to a commission agreement, then when concluding a transaction, the broker acts on his own behalf, but acts in the interests of the client and at his expense. In this case, the broker is the party to the transaction, and he is responsible for its execution. Acting as a commission agent, the broker may hold client funds intended for investment in securities or received as a result of their sale in its off-balance sheet accounts and use them until they are returned to the client (in accordance with the terms of the agreement). Part of the profit received from the use of these funds and remaining at the disposal of the broker is transferred in accordance with the agreement to the client. All losses incurred by the client in connection with the activities of the broker are reimbursed to him by the broker in the manner established by the civil legislation of the Russian Federation. According to existing legislation, the client has the right to unilaterally terminate the contract before execution of the contract.

The execution of a commission or commission agreement is considered to be the delivery to the client of an official notification from the broker about the conclusion of the transaction. As a rule, the broker registers the concluded transaction and controls the change of ownership - timely entry of the necessary changes into the register of shareholders.

The broker receives his main income from commissions charged on the transaction amount. Therefore, the broker's task is to have clients, among whom would be

both suppliers of securities and their buyers, owners of temporarily free funds.

So, having examined brokerage activities in more detail, we can formulate a number of rules that guide the broker when performing his operations:

The client enters into an agreement with the brokerage firm, which stipulates all types of instructions, including where to buy securities (on the stock exchange or on the over-the-counter market);

The broker acts within the limits of the amount determined by the client, usually retaining the right to select securities in accordance with the instructions received by him;

The client can give the broker an order to stop all transactions assigned to him;

Having completed the order, the broker is obliged to notify the client about this within the period specified in the contract and transfer to him the funds received from the sale of securities (minus commissions);

The transaction must be registered by the broker in a special book, and the client has the right to request an extract from it.

The relationship between a brokerage firm and a client involves interaction between the parties through the persons responsible for the transaction. All agreements, even if originally made orally, are in writing and are legally binding. When accepting instructions from its clients, a brokerage firm needs certain guarantees, especially if the client acts as a buyer. For guarantee, a promissory note for the entire amount of the transaction, a deposit in the amount of 25-100% of the transaction deposited in the broker's account, a current account opened for the broker, or an insurance policy provided to the broker can be used. The brokerage firm must inform its client about the guarantees provided by its counterparty. At the same time, it is possible that the brokerage firm carries out operations at its own expense, providing a loan to the client, and assumes all the risk associated with transactions carried out with its participation. In this case, her income includes not only commissions, interest on the loan, but also a risk fee. However, in this case, the brokerage firm goes beyond purely intermediary functions and, in the nature of its activities, approaches dealer firms.

2. Dealers carry out transactions for the purchase and sale of securities 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

declared prices by the person carrying out such activities. A dealer can only be a legal entity that is a commercial organization.

The dealer's income consists of the difference between the selling and purchasing prices. Therefore, the dealer must constantly monitor and take into account changing market conditions. It usually specializes in certain types of securities, but larger institutions may serve the securities market as a whole.

Acting as a market operator, the dealer announces the selling and purchasing prices, the minimum and maximum quantities of securities purchased and (or) sold, as well as the period during which the announced prices are valid.

Thus, dealers are the same brokers, but unlike them, they invest their capital when concluding transactions. This can be illustrated with the following example.

Let's assume that the Kazan mayor's office decided to issue a city loan by issuing 1000-ruble bonds. The mayor's office does not have its own apparatus to sell bonds, and it decides to turn to dealer firms. It is obvious that the loan of a large city will be issued for a large amount - hundreds of billions of rubles.

Only large firms (for example, commercial banks) can act as dealers when placing such a loan. The mechanism of this mediation could be as follows: the mayor's office sells 1000-ruble bonds to dealers at a certain discount (discount), for example, for 950 rubles, that is, 50 rubles below par. Dealers ensure the sale of bonds; their expenses and profits from the operation must “fit within” a 50-ruble discount from the face value (such an operation is called a sale at a discount). Dealers who specialize in securities transactions are called limited liability dealers: their risk in the process of buying and selling securities is less than that of issuers and investors (it exists for a shorter period of time). Dealers in the securities market perform the following main functions:

Provide information about the issue of securities, their rates and quality;

They act as agents who carry out clients’ orders (sometimes they engage brokers for this purpose);

Monitor the state of the securities market; in cases where purchase and sale activity decreases (as a result of a lack of sellers or buyers), dealers, at their own expense, carry out the necessary operations to level the price of securities;

They give impetus to the development of the securities market, bringing together buyers and sellers (act as market catalysts).

The actions of dealers in the securities market are more extensive than the actions of brokers. Dealership firms own large amounts of capital, which they increase through commissions received and profits on invested capital. Dealer firms, even more than brokerage firms, should take part in the activities of their professional associations and be connected to national and international information systems.

3. One of the professional participants in the securities market can be management companies, regardless of the specific legal form of their organization, but having a state license to operate securities management.

Managers receive the rights to carry out transactions with securities (in the interests of clients) on their own behalf and for a fee within a specified period. Funds intended for investment in securities can also be transferred to trust management. Managers can be legal entities or individual entrepreneurs.

Securities management activities include:

Management of securities transferred by their owners to the relevant company;

In the management of client funds intended for profitable investment in securities;

Management of securities and funds that companies receive in the course of their activities in the securities market.

The procedure for managing securities, the rights and obligations of the manager are determined by the legislation of the Russian Federation and contracts. If the actions of managers cause damage to their clients, managers are obliged to compensate for the damage.

The economic meaning of the functioning of management companies and their activities in the securities market is that they provide better results from managing clients' securities compared to the activities of brokers and dealers due to their professionalism; lower costs for servicing operations on the stock market

thanks to the scale of its activities; operational efficiency by operating simultaneously in many markets and in different countries.

Management companies and their activities for managing securities in our country must be developed in accordance with the Federal Law “On the Securities Market”.

4. Transactions with securities are accompanied not only by their transfer from one owner to another or the re-registration of ownership rights to them with registrars or depositories, but also by the opposite direction of the transfer of money for these securities from their buyer to the seller. If we are talking about one-time or few transactions, then settlements for them are made in the usual way, as with purchase and sale transactions of other goods. However, in the securities market, organized in the form of exchange trading or on the basis of computer trading systems, the number of transactions and trading participants is very large, which objectively led to the separation of securities settlement activities into a specific area with the formation of inherent organizations specialized in these settlements - settlement and clearing.

Settlement and clearing organizations carry out settlement and clearing activities, which, in particular, include:

Conducting settlement transactions between members of a settlement and clearing organization (and in some cases, other participants in the stock market);

Offsetting mutual claims between settlement participants, or clearing;

Collection, reconciliation and adjustment of information on transactions made in the markets served by this organization;

Development of a settlement schedule, i.e. establishing strict deadlines within which funds and related information and documentation must arrive at the settlement and clearing organization;

Control over the movement of securities (or other assets underlying exchange transactions) as a result of the execution of contracts;

Guaranteeing the execution of contracts concluded on the exchange;

Accounting and documentation of the calculations made;

Other activities.

The Law “On the Securities Market” defines that clearing activity is the activity of determining mutual obligations (collection, reconciliation, adjustment of information on transactions with securities and preparation of accounting documents for them) and their offset for the supply of securities and settlements on them .

Organizations carrying out clearing for securities, in connection with settlements on transactions with securities, accept for execution accounting documents prepared in determining mutual obligations on the basis of their agreements with participants in the securities market for which settlements are made.

In practice, these organizations may have names such as Clearing House, Clearing House, Clearing Center, Settlement Center. In the most general terms, a settlement and clearing organization is a specialized banking-type organization that provides settlement services to participants in the organized securities market. Its main goals are:

Maximum reduction of costs for settlement services for market participants;

Reduced calculation time;

Reducing to a minimum level all types of risks that occur during calculations.

To reduce the risks of non-execution of transactions with securities, the settlement and clearing organization is obliged to form special funds. The minimum size of special funds of settlement and clearing organizations is established by the Federal Commission for the Securities Market in agreement with the Central Bank of the Russian Federation.

A settlement and clearing organization usually exists in the same legal forms as commercial banks, but more often in the form of a closed joint stock company, and must have a license from the Central Bank of the country to service all types of settlement transactions on the relevant securities market.

A settlement and clearing organization can serve any one stock exchange or several stock exchanges or securities markets at once. The latter option is preferable, since usually professional stock intermediaries work on many stock exchanges at once and it is more convenient and profitable for them if settlement services for all such markets are carried out in one place.

Settlement and clearing organizations can be not only national, but also international, and in the future - worldwide. This reflects the origins of the process of internationalization of national securities markets.

A settlement and clearing organization is a commercial organization that must operate at a profit. Its authorized capital is formed from contributions from its members. The main sources of income consist of:

Transaction registration fees;

Income from the sale of information;

Income from the circulation of funds at the disposal of the organization;

Proceeds from the sale of its calculation technologies and software;

Other income.

Settlement and clearing organizations occupy a central place in the trading of derivative securities: futures contracts and exchange-traded options. Without them, the modern securities market would simply be impossible.

The relationship between the settlement and clearing organization and its members, exchanges and other organizations is built on the basis of relevant agreements.

Members of a settlement and clearing organization typically include large banks and large financial services companies, as well as stock and futures exchanges.

Settlement and clearing organizations do not have the right to conduct credit and most other active operations (invest money in securities, etc., unlike commercial banks.

Often settlement and clearing organizations do not limit their activities only to settlement services, but at the same time provide depository services.

5. Depositories are organizations that provide services for storing securities certificates or recording ownership rights to securities, i.e. The depository maintains accounts that record securities transferred to it by clients for safekeeping, and also directly stores certificates of these securities. Only a legal entity can be a depositary.

A person who uses the services of a depository for storing securities and/or recording rights to securities is called a depositor. In the process of depository activities, an agreement is concluded between the depositary and the depositor, regulating

defining their relationship (such an agreement is called a depository agreement, or a securities account agreement). The depository agreement must be concluded in writing. The depository is obliged to approve the conditions for carrying out depository activities, which are an integral part of the depository agreement.

The conclusion of a depository agreement does not entail the transfer of ownership of the depositor's securities to the depository. The depositary bears civil liability for the safety of the securities certificates deposited with it. Depositors' securities cannot be subject to foreclosure for the depository's obligations.

The deposit agreement must contain the following essential conditions:

a) an unambiguous definition of the subject of the agreement: provision of services for storing securities certificates and/or recording rights to securities;

b) the procedure for the transfer by the depositor to the depository of information on the disposal of the depositor's securities deposited in the depository;

c) the duration of the contract;

d) the amount and procedure for payment for depositary services provided for in the agreement;

e) the form and frequency of reporting by the depositary to the depositor;

f) duties of the depositary. The responsibilities of the depositary include:

Registration of facts of encumbering the depositor's securities with obligations;

Maintaining a depository account of the depositor, separate from others, indicating the date and basis of each transaction on the account;

Transfer to the depositor of all information about securities received by the depository from the issuer or the holder of the register of securities owners.

If the depositary does not fulfill its obligations to record rights to securities, including the completeness and accuracy of records in securities accounts, then it is responsible for their failure.

The depository can store securities in two ways: in open (collective) and closed (separate) forms. In open storage, certificates of all securities of one issue are stored “in one heap”. It is impossible to say which particular depositor owns which certificate. Instructions for execution of depository operations

with this type of storage, they are accepted only with an indication of the number of securities without indicating their individual characteristics.

In case of closed storage, the depository knows which securities belong to this depositor. With this method of storage, instructions from the depositor are accepted indicating the individual characteristics of the securities or the certificates certifying them. The open storage method is much more technologically advanced and simpler, and it is this method that should be recommended for organizing the storage of issue-grade securities when the consumer properties of different securities of the same issue do not differ from each other. It is the open storage method that makes it possible to most effectively organize non-cash payments in organized markets.

The closed storage method is recommended to be used in special cases when the properties of securities of the same issue may be different. For example, we may disapprove of lottery drawings for shares owned by owners, but if we have to account for such securities in a depository, we are forced to arrange for their closed custody.

Finally, the depository also stores securities owned by the depository itself. Accounting for securities of open, closed storage and the depositary's own securities is displayed in various accounts from the depositary's chart of accounts, these are accounts 51, 53, 50, respectively.

So, having examined the activities of depositories in more detail, we can formulate their main functions. These include:

Maintaining securities accounts under an agreement with a client; ? storage of securities certificates;

Acting as an intermediary between the issuer and the investor, that is, the depository helps the client who deposited his securities to receive the benefits due to him, transmits all the information intended for him coming from the issuer.

On the other hand, the depository relieves the issuer of these obligations, which makes it easier for him to fulfill his obligations under the securities. For example, the issuer may resort to the help of a depository to organize absentee voting. Thus, the presence of a depository as an intermediate link in the chain between the issuer and the investor can make life easier for all participants in the securities market. Of course, in order for the depository to fully fulfill its obligations

functions, its position must be “legalized”, that is, the depository must be somehow included in the system of servicing this issue of securities and recognized as such by the issuer. As a rule, for this purpose the depository becomes a nominal holder or, by concluding an agreement with the issuer, the head depository for a given issue of securities.

Depositories can also perform related related work, such as transporting certificates, checking their authenticity and payment. A very natural activity for a depositary is compiling registers of owners of registered securities. Since clients' securities accounts are located in the depository, it is not difficult to prepare a register for the issuer on the basis of these accounts, using a certain technology for maintaining them. This is what led to the extinction of registrars as such in many countries. Their functions are taken over by the depository system, which does the same thing faster, cheaper and more efficiently, and unless registrars are artificially protected from competition, they become unnecessary in the modern stock market infrastructure. In general, the differences between depositories and registrars are largely far-fetched. They share one common responsibility - accounting for ownership of securities. Everything else is essentially secondary.

6. Registrars maintain a register of securities owners, collect, record, process, store and provide data that constitute the system for maintaining a register of securities owners. Only legal entities that do not have the right to engage in transactions with securities can engage in register maintenance activities.

The system for maintaining a register of securities owners is understood as a set of data recorded on paper and (or) using an electronic database. This system must ensure the collection and preservation, within the period established by the legislation of the Russian Federation, of information about all facts and documents entailing the need to make changes to the system for maintaining the register of securities owners, and about all actions of the register holder to make changes. For bearer securities, a system for maintaining a register of securities owners is not maintained. The register of securities owners is part of the register maintenance system, which is a list of registered owners indicating the number, nominal value and category of registered securities belonging to them

magician compiled as of any stated date. The registrar's task is to provide the register to the issuer on time and without errors so that it can fulfill its obligations to the owners of the securities it has issued. To simplify the situation as much as possible, the fulfillment of the obligations of the issuer for registered securities occurs as follows. The issuer's employees, in accordance with the register, transfer dividends or, for example, send invitations to owners to a shareholders meeting. This is what distinguishes registered papers from bearer papers. For bearer paper, dividends are paid to the one who came and presented the certificate, and for registered paper, to the one who is listed in the register. In addition, the register may be needed by the issuer's management in order to control the composition of owners, track attempts at mass purchase of shares and other unfriendly actions.

Owners and nominee holders of securities are required to comply with the rules for providing information to the register maintenance system. The holder of the register may be the issuer or a professional participant in the securities market, acting on the basis of the issuer's instructions. If the number of owners exceeds 500, the register holder must be an independent specialized organization that is a professional participant in the securities market and carries out register maintenance activities.

The agreement for maintaining the register is concluded with only one legal entity, which is the registrar. An agreement on maintaining the register is concluded between the registrar and the issuer, which stipulates payment for the work performed. For its part, the registrar can maintain registers of owners of securities of an unlimited number of issuers.

The Registrar performs its primary responsibilities for collecting and transmitting the register to the issuer as follows. As a rule, the registrar maintains personal accounts of securities holders. The personal account indicates the number of securities owned by the owner, as well as all the necessary information about the owner. If a purchase and sale transaction has occurred, the change of owner must be noted in the register. This is the main property of registered securities. Otherwise, it can be formulated as follows: a change in the owner of a registered security occurs in the manner prescribed for the assignment of a claim (assignment), that is, the parties to the transaction must notify the issuer or registrar about the change of ownership. Otherwise, the issuer will legally continue to fulfill its obligations

ties to the previous owner. Registered securities can be either documentary (with certificates issued in hand) or non-documentary. With a paperless issue, ownership is certified by an entry in the account, and the owner receives statements or similar documents indicating the status of his account. In this case, it can be argued that the registrar takes into account the property rights of investors to the securities they own.

Thus, in addition to providing the register to the issuer, in most cases the registrar has to maintain personal accounts of securities owners and, in addition to the list, store other information.

In reality, registration activities can be difficult. For example, it is extremely inconvenient when you have to constantly travel to the registrar to register each transaction, especially if it is located far away. This greatly slows down the execution of trades and greatly increases the cost of registration. And the issuer does not need its register every day, but only at certain moments. For all these reasons, the institution of “nominee holder” should become widespread. A nominee holder is a person to whom a certain number of securities are recorded in the register, while in fact he is not their owner. The nominee holder can exercise the rights secured by the security only if he receives the appropriate authority from the owner. The nominal holder himself keeps records of the real owners. If the old and new owners of a security have opened accounts with a nominal holder, then during the purchase and sale the status of the accounts with the nominal holder changes, but the total number of securities recorded on it remains unchanged and the status of its account with the registrar does not change. Therefore, you do not need to go far to the registrar and register the transaction with him. The change of ownership is registered with the nominal holder. This is very convenient if the issuer and its registrar are located far from the main financial markets. The institution of nominee holders makes it possible to bring the place of registration of a change of ownership closer to the place where most transactions are made and, as a result, significantly speed up and reduce the cost of registering transactions. At those moments when the issuer needs a complete register of the owners of its securities, the registrar sends a request to the nominal holder, and he provides him with a complete list of the true owners whose accounts he maintains. If the nominal holder does not provide this list, then he is liable in accordance with the legislation of the Russian Federation.

In addition to their main functions, registrars, as a rule, also perform additional duties that are closely related to maintaining the register. For documentary issues, the registrar is responsible for issuing and monitoring the circulation of securities certificates. When changing the owner, the registrar must issue a certificate in the name of the new owner and at the same time make sure that the certificate handed over to him for re-issuance actually belongs to the person who handed it over, and is not stolen or is not wanted. In addition, the registrar issues a blocking of securities related to seizure, pledge or other transactions. The registrar, as a rule, is the issuer's agent for carrying out corporate actions in relation to securities, such as split (splitting shares into smaller ones), consolidation, conversion and others. Through the registrar, the issuer can transmit information messages to its investors. In addition, if the role of the registrar is performed by a bank, then it can act as the paying agent of the issuer.

So, the main responsibility of the registrar is to timely provide the register to the issuer. Another responsibility of the registrar, closely related to the main one, is maintaining personal accounts of securities owners and nominal account holders, who, in the case of a book-entry issue, certify ownership of securities. Thus, the activities of the registrar, as a rule, combine two main responsibilities - to compile registers for the issuer and to take into account the ownership rights of investors in securities.

7. Trade organizers on the securities market provide services that directly facilitate the conclusion of civil transactions. They are required to disclose the following information to any interested party:

Rules for admission to trading of securities participants;

Rules for admission to securities trading;

Rules for concluding and reconciling transactions; Ш rules for registering transactions;

The procedure for executing transactions;

0 rules limiting price manipulation;

Schedule of services provided by the organizer of trading on the securities market;

The procedure for making changes and additions to the above information;

List of securities admitted to trading.

For each transaction concluded in accordance with the established rules, any interested party is provided with information about the date and time of the transaction, the price of one security, the number of securities, as well as the name and state registration number of the securities. This information must be available to officials of departments providing control over compliance with the rules of the trade organizer, price manipulation and the use of proprietary information, as well as officials of the Federal Commission or persons authorized by the Federal Commission to conduct inspections of the activities of trade organizers. The trade organizer is obliged to ensure the confidentiality of information constituting a trade secret.

The trade organizer is obliged to take and comply with measures to ensure the reliability of disclosed information, which should include the use of passwords and other means limiting access to systems. Therefore, the time and location and nature of access to these systems must be clearly defined, and oversight procedures must be in place to reasonably ensure the integrity of the employees responsible for collecting, verifying, disclosing and disseminating information.

So, having examined in more detail the activities of trade organizers in the securities market, we can conclude that they should promote the openness of the securities market.

8. Jobbers - consultants on the problems of securities market conditions, who first appeared in the City of London - can act as professional participants in the securities market. Their activity was required due to the constant expansion of the scale and structure of the securities market and the increasing complexity of operations in this market. Depositories and other places of storage contain a huge number of securities issued by different issuers at different times and endowed with dissimilar properties.

Jobbers are needed not only to correctly assess the investment qualities of already issued securities, but also to help issuers carry out their new issues. They not only provide one-time advice, but also solve complex problems of the securities market (make forecasts for changes in stock prices, determine the prospects for the development of certain sectors of the economy, analyze taxes

government policy). To do this, they create temporary research teams from among economists, bank workers and other specialists.

Brokers and dealers, if they are preparing large transactions in the securities market, in order to reduce risk, prefer, when assessing all possible options, to use the services of jobbers who specialize in certain types of securities and transactions with them. Jobbers are among the most highly paid services because they know the ins and outs of tax laws, monitor market conditions, and apply their knowledge to help clients achieve their much-needed goals.

Thus, having examined in this chapter the activities of the main professional participants in the securities market, we can conclude that in recent years in our country the number of securities market professionals has increased significantly and only their interaction can ensure stabilization of the market and increase the liquidity of securities.

In addition, it should be noted that the securities market is also served by bank employees, employees of investment funds and companies, the features of whose activities will be discussed in the next paragraph, directly related to professional activities in Russia.