LECTURE 2

Market participants valuable papers

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 the securities market in Russian Federation is the Federal Service for Financial Markets - FFMS (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, then 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 carried out by a legal entity on its own behalf and for an agreed fee. trust management financial assets transferred to him for use during the contractual period.

2.4. Clearing activities - organization of mutual settlements between participants stock trading.

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

As studies show, in developed countries monetary resources of individuals and organizations are moved 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% moves through the banking system Money, through the system of other institutional investors - 10%.

Trend in international practice consists in reducing the share banking sector and increasing the share of other institutional investors in the distribution of monetary resources in the investment market.

In Russia, institutional investors include banks Insurance companies, NPFs, collective investment funds.

3.1.Banks, as a rule, do not have the right to operate on stock market, but 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(NPF), 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. to large investment projects. These include:

3.4.1.The first collective investment institution in modern Russia Checking investment funds have become 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 investment 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) owner 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 at once mutual funds. 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 creates 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 appeared in Russia the new kind collective investment - general funds banking management (OFBU). 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.

Types of professional activities in the securities market. The procedure for licensing professional activities at the Republican Central Bank.

Brokerage and dealer activities in the securities market. Securities management activities.

Depository activities in the securities market.

Registrar activities in the securities market.

Clearing activities.

Stock exchange, its tasks and functions. Over-the-counter trading of securities.

Types of professional activities in the securities market. The procedure for licensing professional activities at the Republican Central Bank.

Professional activities in the securities market mean the types of activities defined by Federal Law No. 39-FZ of April 22, 1996 “On the Securities Market” - brokerage, dealer, depository, activities for trust management of securities, activities for determining mutual obligations (clearing activities), as well as activities as a trade organizer and stock exchange.

In addition to this professional activity includes activities related to maintaining a register of owners of registered securities. (Currently, the Regulations on licensing activities for maintaining a register of owners of registered securities, approved by Resolution of the Federal Commission for the Securities Market of July 19, 1998 No. 24, are in force).

Professional activities in the securities market are carried out exclusively on the basis of licenses issued by the Federal Commission, or licenses issued by federal executive authorities, the Central Bank of the Russian Federation, to which the Federal Commission has issued a general license.

A license of a professional participant in the securities market to carry out brokerage and dealer activities can only be issued to a commercial organization created in the form joint stock company or a limited liability company registered in accordance with the legislation of the Russian Federation.

A license of a professional participant in the securities market to carry out brokerage activities only can be issued to a citizen registered as an individual entrepreneur in accordance with the legislation of the Russian Federation.

A license of a professional participant in the securities market to carry out depository and (or) clearing activities is issued to commercial organizations created in the form of a joint-stock company or limited liability company, as well as non-profit organizations registered in accordance with the legislation of the Russian Federation.

A license for a professional participant in the securities market to carry out activities related to organizing trading on the securities market can be issued only to commercial organizations created in the form of a joint-stock company or limited liability company, as well as non-profit organizations registered in accordance with the legislation of the Russian Federation.

A stock exchange license can only be issued to an organization created in the form of a non-profit partnership registered in accordance with the legislation of the Russian Federation.

A license for a professional participant in the securities market to carry out activities related to the trust management of securities can only be issued to a commercial organization created in the form of a joint-stock company or a limited liability company registered in accordance with the legislation of the Russian Federation.

A license of a professional participant in the securities market to carry out only activities related to trust management of securities can be issued to a citizen registered as an individual entrepreneur.

Professional securities market participants have the right to carry out the following types of activities in the securities market:

Brokerage activities on the securities market, with the exception of transactions with individuals;

Dealer activity in the securities market;

Brokerage activities, including transactions with individuals;

Securities management activities;

Depository activities;

Clearing activities in the securities market;

Activities related to organizing trading on the securities market;

Stock exchanges operate on the basis of a stock exchange license.

Brokerage operations with individuals mean transactions made by a broker with individuals, in which the broker acts on behalf and at the expense of an individual or on his own behalf and at the expense of an individual.

Combining professional activities in the securities market (except for activities related to organizing trading in the securities market) with other types of activities, with the exception of banking activities, is not permitted.

The FCSM establishes certain requirements for participants in the securities market, which must be observed by professional participants in the securities market during the entire period of validity of the license.

According to Resolution of the Federal Commission for the Securities Market dated June 3, 1998 No. 22, professional participants in the securities market carrying out brokerage, dealer, depository activities, and activities related to trust management of securities are required to become members of the self-regulatory organization of professional participants in the securities market (NAUFOR, PARTAD – “National Association of Stock Market Participants”, “Professional Association of Registrars, Transfer Agents and Depositories”).

Size equity a professional participant in the securities market must be no less than an amount equivalent, at the ECU rate established on the date of calculation of the amount of equity capital, to the following amounts:

000 ECU - to obtain a license of a professional participant in the securities market to carry out brokerage activities, with the exception of individuals;

000 ECU - to obtain a license of a professional participant in the securities market to carry out dealer activities;

000 ECU - to obtain a license as a professional participant in the securities market to carry out brokerage activities, including transactions with individuals;

450,000 ECU, and from January 1, 1998 - 1,000,000 ECU to obtain a license of a professional participant in the securities market to carry out activities related to trust management of securities;

1,000,000 ECU - to obtain a license of a professional participant in the securities market to carry out depository activities;

1,000,000 ECU - to obtain a license of a professional participant in the securities market to carry out clearing activities;

2,000,000 ECU - to obtain a license of a professional participant in the securities market to carry out activities related to organizing trading on the securities market by organizers of over-the-counter trading on the securities market;

2,000,000 ECU - to obtain a license as a professional participant in the securities market to carry out activities related to organizing trading in the securities market on currency and commodity exchanges;

ECU 2,000,000 - to obtain a stock exchange license.

When carrying out under the conditions of combining several types of professional activities, equity capital is determined in accordance with the requirements for that of the types of activities carried out by him or transactions on the securities market in respect of which the largest amount of equity capital is established.

Since April 22, 1999, the applicant organization’s staff for each type of professional activity in the securities market specified in the application for obtaining, replacing or re-issuing a license must have at least one specialist who has a qualification certificate established by the Federal Commission for the relevant specialists.

Legal entities (except for credit institutions) carrying out professional activities in the securities market are required to have a full-time employee - a controller, whose competence includes monitoring the compliance of professional activities with the requirements of the legislation of the Russian Federation on securities. In the structure of a credit organization carrying out professional activities in the securities market, a service must be created for these purposes. internal control. A professional participant in the securities market that is not a credit institution has the right to create an internal control service.

Only a person who is a full-time employee of an organization that is a professional participant in the securities market and has a higher education can be appointed to the position of controller and head of the internal control service.

Combining work as a controller with work in other positions in one organization - a professional participant in the securities market is not allowed.

The license is issued for a period of 3 years.

The grounds for suspension of a license are:

violation of the requirements of the legislation of the Russian Federation on securities, other regulations of the Federal Commission for the activities of professional participants in the securities market;

violation by a professional participant of the securities market of the requirements for the amount of equity capital established by the Federal Commission;

failure by a professional participant in the securities market to carry out all types of professional activities and operations on the securities market specified in the license within six months;

carrying out by a professional participant of the securities market activities in the securities market or operations with securities, the combination of which is not provided for by the regulations of the Federal Commission;

execution by a professional participant of the securities market of transactions in his own favor in the presence of a conflict of interests of this professional participant and his clients;

other violations of the requirements of the legislation of the Russian Federation on securities, legal acts of the Russian Federation, these Regulations and other regulations of the Federal Commission.

The grounds for revocation of a license are:

liquidation of a legal entity carrying out professional activities in the securities market;

recognition of a professional participant in the securities market as insolvent (bankrupt) based on a court decision (with the exception of professional participants in the securities market that are non-profit partnerships);

repeated and (or) gross violation of the requirements of the legislation of the Russian Federation on securities, these Regulations and other regulations of the Federal Commission;

manipulation of prices on the securities market;

for credit institutions - revocation of a banking license and other cases of liquidation of a credit institution;

The license of a professional participant in the securities market is terminated in the following cases:

expiration deadline license validity;

license revocation;

replacement or renewal of a license.

Brokerage and dealer activities in the securities market. Securities management activities.

As noted earlier, the functioning of the market requires sellers, buyers and intermediaries to represent their interests in it. Brokers and dealers usually act as intermediaries.

In accordance with the Law “On the Securities Market”, “brokerage activities are recognized as carrying out civil transactions with securities as an attorney or commission agent acting on the basis of an agency or commission agreement, as well as a power of attorney to carry out such transactions.”

They can act as a broker: individuals, and organizations. Professional brokerage activities in the stock market are carried out on the basis of a license obtained in the prescribed manner.

A professional participant in the securities market engaged in brokerage activities is called a broker.

The broker and the client build their relationship on a contractual basis. In this case, agency and commission agreements 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, i.e. the client is a party to the concluded transactions and he is responsible for the execution of the transaction. If a commission agreement is concluded, 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.

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.

If the broker acts as a commission agent, the commission agreement may provide for the obligation to keep funds intended for investment in securities or received as a result of the sale of securities with the broker in off-balance sheet accounts and the right to use them by the broker until such funds are returned to the client in accordance with the terms of the agreement.

Delegation of transactions to brokers is permitted only to brokers. Reassignment is permitted if it is stipulated in the commission or commission agreement or in cases where the broker is forced to do so by force of circumstances to protect the interests of his client with notification to the latter.

The transfer of trust is carried out in accordance with the civil legislation of the Russian Federation.

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.

The broker must carry out clients' orders in good faith and in the order they are received, unless otherwise provided by the agreement with the client or his instructions. Transactions carried out under on behalf of clients, in all cases are subject to priority execution compared to the dealer operations of the broker himself when he combines the activities of a broker and dealer.

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 a conflict of interests between a broker and his client, about which the client was not notified before the broker received the corresponding instruction, led to the execution of this instruction to the detriment of the client’s interests, the broker is obliged to compensate for losses at his own expense in the manner established by the civil legislation of the Russian Federation.

Dealer activity is the carrying out 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 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 has the right to announce the 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.

On the domestic market, the role of a dealer may be an investment company, one of whose functions is to invest funds in securities and carry out transactions with them on its own behalf, including through quotation. The main dealers in the government debt market were credit institutions.

The activity of securities management is recognized as the implementation by a legal entity or individual entrepreneur on its own behalf for a fee for a certain period of trust management of the following transferred into its possession and belonging to 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.

A professional participant in the securities market who carries out securities management activities is called a manager.

The procedure for carrying out securities management activities, the rights and obligations of the manager are determined by the legislation of the Russian Federation and contracts.

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 for losses at his own expense in the manner prescribed by civil law.

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 similar 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 available 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

Issuer - federal body authorities, the Ministry of Finance of the Russian Federation - the borrower, the agent for servicing issues of the Central Bank - the Bank of Russia. Investors can be any legal entity or individual who purchases bonds in documentary form. Banks and investment companies how 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:

• is installed size limit debt;
• volume is fixed borrowed money, which are aimed at financing the deficit (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. Normative 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;
• scroll collateral property 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 securities market participants are legal entities and individuals who have 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 within fixed term 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 depository:

• 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 depositary 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 securities 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

A nominal holder's depository in the depository can be opened foreign company, which deals with corporate rights accounting. 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 securities are recorded 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 in this case This means that they do not have the right to buy back more than 10% of the shares of one organization. This share 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.

3 1135) - 2006

Stocks and bods market

PROFESSIONAL PARTICIPANTS OF THE SECURITIES MARKET

L.A. CHALDAEVA,

doctor economic sciences, Professor,

accredited teacher International Association accountants

Financial Academy under the Government of the Russian Federation

The characteristics of professional participants in the securities market are based on the concept of “professional activity in the securities market,” which can be defined as licensed activity of legal entities with securities.

Russian legislation establishes the following types of professional activities: brokerage; dealer; securities management activities; activities to determine mutual obligations (clearing); depository activities; activities related to maintaining the register of securities holders; activities related to organizing trading on the securities market.

Carrying out these types of activities requires a special permit - a license.

Brokerage activities are recognized as activities involving the execution of civil transactions with securities on behalf and at the expense of the client or on one’s own behalf and at the expense of the client on the basis of paid contracts with the client.

Dealer activity is associated with the execution of transactions for the purchase and sale of securities on one’s own behalf and at one’s own expense through the public announcement of purchase or sale prices for certain securities.

Securities management activities are recognized as carrying out on one's own behalf for a fee for a certain period of trust management of securities, funds intended for investment in securities, as well as funds and securities received in the process of managing securities.

Clearing activities - activities to determine mutual obligations (collection, reconciliation,

adjusting information on securities transactions and preparing accounting documents on them) and their offset for the supply of securities and settlements on them.

Depository activities - provision of services for storing securities certificates, accounting and transfer of rights to securities.

The activity of maintaining the register of securities holders is associated with the collection, recording, processing, storage and provision of data that makes up the system for maintaining the register of securities holders.

Activities for organizing trade in the securities market are considered to be the provision of services that directly facilitate the conclusion of civil transactions in securities between participants in the securities market. The organizer of trading on the securities market that meets certain requirements is a stock exchange.

1) the legal entity is a non-profit partnership or joint stock company;

2) one shareholder, as well as one member of the stock exchange of a non-profit partnership of the stock exchange and its affiliates does not own 20% of the shares or votes on general meeting exchange members;

3) members of the stock exchange are only professional participants in the securities market;

4) the activities of the stock exchange are not combined with other types of activities with the exception of the activities of the currency exchange, commodity exchange, clearing activities, information dissemination activities, publishing

commercial activities, as well as with the implementation of activities for leasing property;

5) managers of the stock exchange and other employees are not employees of professional participants in the securities market;

6) stock exchanges that are non-profit partnerships can be transformed into joint stock companies.

IN Russian practice functioning of stock exchanges, only brokers, dealers and managers can be participants in trading on the exchange. As for other persons, they can carry out transactions on the stock exchange exclusively through the mediation of brokers who are trading participants. In foreign practice of functioning of stock exchanges, there are various categories participants, for example, an information participant who has access to trading without the right to issue quotes, a trading participant who has access to the trading system in the trading mode, who is obliged to carry out unilateral quotations of a certain number of shares on an ongoing basis, and a market maker - a trading member of the exchange, having some privileges compared to other members, but accepting obligations to maintain a certain number of bilateral quotes.

Professional participants in the stock exchange rarely perform any one type of professional activity (except for the types of activities for the combination of which there are legal restrictions). The largest professional participants - investment banks in American practice, investment companies, universal commercial banks and broker-dealer companies in Russia, which can be combined under the general term “securities companies”1

These are diversified enterprises whose core business is securities. Such companies may simultaneously serve as brokers, dealers, managers, underwriters and financial advisors.

Institutional approach to organizing the performance of functional duties by professional stock exchange participants

- “professional intermediaries” - brokers, dealers, managers for the effective redistribution of free cash capital from investors to issuers, allows us to distinguish three models of the securities market: Rhenish, Anglo-Saxon and mixed.

A securities market model is a type of organization of the stock market depending on the type

1 Guseva I. A. Workshop on the securities market. - M: Yurist, 2000. - 320 p.

institutions performing the functions of professional intermediaries2.

The Rhine model of the securities market is an organization in which commercial banks perform the function of professional intermediaries. A typical example of this market model is the German stock market, where the dominant position is occupied by the universal commercial Bank- member of the stock exchange. It performs all types of operations not only in banking sector, but also in the stock exchange. On the one hand, it accepts funds for deposits and deposits, lends to the economy and the population, and on the other, it offers services related to securities: it carries out orders from clients as a broker; manages securities of clients and investment funds; forms its own packages of securities.

The Anglo-Saxon market model is typical for the United States. After the Great Depression, commercial banks and their subsidiaries were prohibited from acting as professional stock market participants in corporate securities transactions because it was assumed that the combination American banks activities in the banking and stock markets led to the fact that the crisis turned out to be so deep and long-lasting. This ban did not apply to government securities, and banks gained a strong position in this market. As a result, investment banks, diversified companies offering all types of securities services, can carry out professional activities in the securities market in countries where the market is organized and operates on the basis of the Anglo-Saxon model.

A mixed model of the securities market is an organization in which the functions of professional intermediaries are performed by both commercial banks and non-banking financial institutions. A striking representative of this securities market model is Japan. A mixed model of the securities market is being formed in Russia, in which commercial banks act as universal banks.

Licensing of professional activities in the securities market is based on special concepts and definitions. Licensing establishes the procedure and conditions for issuing, extending, replacing a license to carry out various types professional activities, obtaining a duplicate license, as well as in case of termination of the license.

License - special permission to carry out a specific type of activity with

mandatory compliance with licensing requirements and conditions issued by the licensing authority to a legal entity or individual; licensed type of activity - a type of activity for which a license is required to be carried out on the territory of the Russian Federation; licensing - activities related to the provision of licenses, re-issuance, cancellation, suspension and renewal of licenses and monitoring compliance with requirements and conditions, the fulfillment of which is mandatory when carrying out a licensed type of activity.

Activities in the securities market are carried out by professional participants in the securities market on the basis of a license issued by the Federal Service for financial markets or other licensing authority on the basis of a general license.

The main principles of licensing are: ensuring the unity of the economic space in the country; establishment of licensed types of activities; establishing a licensing procedure; establishing licensing requirements and conditions; transparency and openness of licensing; compliance with legal norms.

Along with the requirements and conditions for licensing activities in the securities market, in addition to compliance with the procedure for issuing a license and providing necessary documents, the requirements regarding the sufficiency standard must be met own funds professional participants and conditions for combining various types of professional activities in the securities market (see table).

A license to carry out professional activities in the securities market is issued for a period of 3 years, and a license to carry out activities in organizing trading in the securities market and a stock exchange license are issued for a period of up to 10 years. When combining activities related to organizing trading on the securities market with other types of professional activities on the securities market, a license is issued for a period of up to 3 years.

Combining the following types of professional activities in the securities market is allowed:

Brokerage activities, dealer activities, securities management activities and depository activities;

Clearing activities and depository activities;

Activities related to organizing trading on the securities market and clearing activities.

Licensing of all types of professional activities in the securities market has its own characteristics.

Thus, a license to carry out brokerage activities, dealer activities and securities management activities can be issued to a commercial organization created in the form of a joint stock company or a limited liability company. Activities related to organizing trading on the securities market are carried out on the basis of a license from a professional participant in the securities market to carry out activities related to organizing trading on the securities market or a license from a stock exchange. The license may be issued to a commercial organization created in the form of a closed joint stock company or non-profit partnership. Depository activities may only be carried out by legal entities created in the form of a joint stock company, limited liability company, non-profit organization, as well as federal state unitary enterprises. The depositary has the right to perform the functions of a settlement depository, that is, to carry out all operations on the securities accounts of securities market participants when executing transactions made through the organizers of trade on the securities market. The settlement depository is obliged to create an internal control service.

The staff of the settlement depository must include specialists who meet the qualification requirements Federal service on financial markets. Persons holding relevant positions in the depository should not hold positions in other legal entities engaged in professional activities.

When combining depository activities with other types of professional activities, depository activities must be carried out separate division a legal entity for which this activity is exclusive.

A professional participant in the securities market who combines depository activities with brokerage activities and dealer activities with securities management activities does not have the right to perform the functions of a settlement depository. The settlement depository is required to implement measures to reduce the risks of its activities.

Only legal entities created in the form of a closed joint-stock company, as well as a non-profit partnership, have the right to carry out clearing activities. Clearing organization

Standard for the adequacy of own funds of professional participants in the securities market

Type of professional Sufficiency standard Combination of different types of professional Sufficiency standard

nal activity- own funds pro- cial activity own funds pro-

cost of professional participants in the securities market (thousand rubles) of professional participants in the securities market when combining activities (thousand rubles)

Brokerage 5,000 1. Brokerage and dealer 35,000

activity with appraisal activities 2. Brokerage and dealership with the provision of financial advisory services 3. Brokerage and dealership with the provision of financial advisory services and depository activities 4. Brokerage and dealership with appraisal activities and the provision of financial advisory services 35,000 40,000 40,000

Dealership 500 1. Brokerage and dealership 45,000

activity with depository activities, activities of a specialized depository of investment funds, mutual funds, non-state pension funds and the provision of financial consultant services 2. Brokerage and dealership with the provision of financial consultant services and depository activities and appraisal activities 3. Brokerage and dealership with the provision of financial consultant services, depository activities , appraisal activities and activities of a specialized depository of investment funds, mutual funds, non-state pension funds 45,000 50,000

Activities for 5,000 Activities for managing valuables 30,000

securities management and investment management

securities fund, mutual fund, non-state pension fund and asset management of insurance reserves of insurance organizations

Activities 30,000 Organizer of trading in the securities market 40,000

paper organization and clearing activities

trading on the market

valuable papers

(stock Exchange)

Depository 20,000 1. Depository activities with activities - 25,000

activities of a specialized depository of investment funds, mutual funds, non-state pension funds 2. Depository activities with clearing for servicing transactions with securities carried out through trade organizers 45,000

Clearing 15,000 1. Clearing and depository activities - 30,000

Activities 2. Clearing activities and stock exchange 75,000

Activities for 30,000 - -

maintaining the register

is obliged to develop a provision that guarantees clients the safety of operations.

To obtain a license, a professional participant in the securities market must have at least two specialists on staff who meet the qualification requirements of the Federal Service for Financial Markets. The qualification exam takes place in two stages. The first is a basic exam, the second is a specialized exam corresponding to one of the seven series.

Requirements to officials professional participants in the securities market relate to performing the functions of the sole executive body professional participant in the securities market. These functions cannot be performed by persons if the organization’s license was revoked for violating licensing requirements or at the time of a decision to apply bankruptcy procedures, as well as persons with a criminal record for crimes in the field of economic activity or crimes against government authority.

Thus, the license requirements and conditions general order are:

Compliance with Russian legislation on securities;

Compliance of own funds with standards limiting risks when carrying out professional activities in the securities market;

Compliance of employees with qualification requirements;

The presence of at least one controller on the organization’s staff;

No criminal record for persons who are members of the board of directors (supervisory board), members of the collegial executive body, manager and controller;

Providing conditions for the licensing authority to exercise supervisory powers. License requirements and conditions

of a specific order are:

An organization carrying out brokerage, dealer activities and securities management activities is required to have at least one employee with appropriate qualifications to carry out internal accounting of transactions with securities, as well as one employee each who meets the established qualification requirements;

An organization carrying out activities to organize trading on the securities market and/or stock exchange must have software and hardware, self-

worthwhile structural subdivision responsible for ensuring the proper mode of work with commercial, proprietary and other information, as well as the division responsible for listing/delisting of securities, the exchange council; a stock exchange combining its activities with the activities of a currency exchange and/or a commodity exchange (activities for organizing exchange trading) and/or clearing activities - a structural unit for carrying out each of the declared types of activities, units for providing services that directly facilitate the conclusion of transactions with securities ; the stock exchange, after 6 months from the date of receipt of the license, must have at least 75 professional participants in the securities market admitted to trading on the stock exchange;

In an organization carrying out depository activities, the manager and employees whose exclusive functions include the implementation of depository activities in the securities market, the controller, the head and employees of the internal control service should not hold positions as part-time workers;

An organization carrying out depository activities in the securities market has the right to perform the functions of a settlement depository in the securities market, carry out settlements on securities based on clearing results and carry out all operations on securities accounts of securities market participants when executing transactions made through trade organizers on the securities market securities (settlement depository);

An organization combining depository activities with brokerage, dealer or securities management activities is not entitled to perform the functions of a settlement depository.

An organization carrying out activities to maintain a register of securities holders must comply with the following specific requirements and conditions:

Ownership by one shareholder of no more than 20% of shares of each category (type), and by one member of a non-profit partnership of no more than 20% of the votes at the general meeting of members of this non-profit partnership;

Ownership by one shareholder and his affiliates of no more than 20% of shares of each category (type) (shares in the authorized capital), and by one member of a non-profit

The presence of at least 50 agreements with 15 issuers, the issues of issue-grade securities of which have passed state registration with the number of securities holders of more than 500 for each issuer;

Authorized capital An organization cannot be paid with securities whose issuers are its shareholders, founders, as well as with securities of issuers whose registers it maintains. Since the securities market circulates

a specific type of product - securities, then this requires the formation of a special mechanism that facilitates the redistribution of free monetary capital, market infrastructure, as well as the presence of wholesale and retail sellers and buyers.

Issuer is a legal entity, executive or local government bodies that bear, on their own behalf, obligations to the owners of securities to exercise the rights assigned to them. In other words, issuers are “suppliers” of goods - securities to the market, and for them this activity is not professional, requiring a special license. Accordingly, an investor is a buyer of goods - securities, the acquisition of which also does not require a license. Thus, having securities, you can acquire the status of a securities owner - a person to whom the securities belong by right of ownership or other property right.

Issuers are necessary participants in the stock market. They are those organizations that consume investment resources, using them to implement specific investment projects. If investment projects turned out to be successful and their implementation brought profit, then part of it is returned to investors either in the form interest payments on bonds, or in dividends on shares, or in the form of an increase in the market value of issued securities. Thus, on the one hand, issuers are consumers of investment resources, and on the other hand, they are a source financial resources, returned to investors.

Classification contributes to the study of securities market participants. The most significant classification characteristics of issuers are:

Form of state legal formation of issuers;

Organizational and legal form of issuers;

Direction of professional activity of issuers;

Investment attractiveness of issuers;

Policies pursued by issuers on the stock market;

Nationality of issuers. According to the form of state legal formation, issuers can be distinguished: the state, municipal authorities and subjects of the Federation and economic entities.

The state in any country is largest debtor, borrowing both on the domestic and foreign markets. In Russia the state domestic debt issued by government short-term zero-coupon obligations (GKOs), federal and savings loan bonds. External debt in the form of securities is realized in foreign currency loan bonds.

Executive authorities and local governments of the Russian Federation can also act as issuers of securities. As a guarantee of the fulfillment of their debt obligations, they offer debt coverage from tax revenues and from income from specific investment projects.

Business entities are the largest group of issuers that issue securities. They differ from each other in their organizational and legal form.

According to the areas of their professional activity, issuers can be divided into industrial and trading companies, commercial banks, investment companies and investment funds, insurance companies, pension funds. Industrial and trading companies represent a large and fairly diverse group of issuers. However, the greatest interest in Russian market securities are the securities of only a few companies (RAO Gazprom, RAO UES of Russia, Mosenergo, Lukoil, etc.).

Depending on the investment attractiveness Issuers of their securities are called:

- “Blue chips” - securities of powerful companies with high creditworthiness and a stable position in the market;

- “Second-tier shares” - securities of young and fairly large companies, but less trusted by investors;

- “Central” - securities of issuers that occupy leading positions in the industry and influence the market value of shares of other issuers of the group;

- “Defensive shares” - securities of large companies that pay high dividends and have such investment qualities that, even in a falling market, do not allow a negative difference in sales and purchase prices, etc. Commercial banks, in addition to the types of securities common for joint-stock companies ( shares, bonds, bills), have the right to issue deposits and savings certificates, bearer bank books, and also accept deposits from the public.

The characteristics of investors in the securities market are based on their strategy. Investors represent those stock market participants who are the source investment funds. Investors differ from each other in their strategies and tactics of action in the stock market. According to the strategy of action, investors are divided into strategic and institutional investors and speculators. In terms of tactics - for risky, moderate and conservative investors.

Strategic investors do not aim to make a profit from owning shares, but to gain the opportunity to influence the functioning of a joint stock company. Strategic investors, as a rule, having gained control over the company of interest, cease to actively manage their investment portfolio. In their actions on the stock market, they pursue goals that can be characterized as ensuring economic security companies. In this case, the main goal is to maintain controllability controlled company. However, if strategic investors solve the problem of minimizing the costs of strategic control, they are characterized by conservative tactics of action in the stock market. This tactic involves minimizing the risk of carrying out operations while obtaining a return slightly higher than inflationary losses.

Many institutional investors adhere to conservative tactics in the securities market. In relation to a company whose securities are owned by an institutional investor, his tactic is to increase the exchange rate

the value of its securities. To implement this tactic, it is necessary to be able to influence the company’s strategic decision-making in a way that would lead to an increase in its investment attractiveness. The achievement of this goal is facilitated by the correct actions of investors at the general meeting of shareholders. From the above we can conclude:

1. In order to organize a single exchange space, it is necessary to create a functional environment for the securities market. The structure of the securities market includes issuers, investors and professional participants in the securities market, representing its infrastructure.

2. Professional participants in the securities market may be legal entities carrying out specific types of activities related to securities. The institutional approach to organizing the performance of functional duties by professional participants allows us to distinguish three models of the securities market: Rhenish, Anglo-Saxon and mixed.

3. Licensing of professional activities in the securities market is one of the most important areas government regulation processes in the stock market. Licensing is based on the principles of ensuring the unity of the country's economic space, establishing licensed types of activities, procedures, requirements and conditions for licensing, as well as transparency and compliance with the rule of law in licensing.

4. Issuers - legal entities, government bodies and municipalities, issuing securities and bearing obligations on them to investors. Investors are legal entities and individuals, residents and non-residents, participating in the process of circulation of securities. Investors, as suppliers of investment resources to the securities market, adhere to a certain strategy and tactics for achieving goals. Depending on them, investors are divided into strategic and institutional investors and speculators. Strategy and tactics in the securities market are limited by the amount of investment resources and the number of securities in circulation.

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 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 carries out work on managing 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, 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, on the stock exchange they can, within one trading session many thousands must be concluded, and all of them need to be “settled” - to carry out settlements between the participants for both securities and cash. This is what clearing organizations do. Such organizations can serve and 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 derivatives transactions are carried out. financial instruments(futures, options). 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 depositary 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 depository 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 to its clients individual conditions 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 management company 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 information technologies and the Internet - such a function, apparently, can be performed not necessarily by a legal entity, but also by an individual (although so far there are no precedents in Russia), 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 authorized body states. In Russia, such a body is the Federal Commission for the Securities Market (FCSM). 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 upon fulfillment of 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 requirements for financial stability.

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 minimum size 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 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.

The investment consultant provides consulting 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 client operations, quality analysis investment portfolio, analysis of the state of the securities market, assessment of securities, assessment of the issuer, assessment of the state of legislation on securities, 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, training and support state registration securities, representation of parties, ongoing portfolio planning and so on.
• Development of strategies, strategic planning. This includes the development of strategies for the 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 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 on 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 types of professional activities in the securities market on the basis 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 announcement of default on August 17, 1998 (the refusal of the state to fulfill obligations under government short-term liabilities(GKO) and bonds federal loan(OFZ) demonstrated this very clearly. As a result of this crisis banking system Russia experienced a catastrophic shock and was destroyed. Many banks, and, first of all, the largest, systemically important ones, simply ceased to exist (Stolichny, Inkombank, Rossiyskiy 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 Wither, 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, 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.