The commodity world is divided into two groups: the actual goods (services) and money. Money, in turn, can simply be money and capital, that is, money that brings in new money. There is always a need to transfer money from one person to another. Markets have developed two main ways to transfer money - through the process of lending and by issuing and circulation. valuable papers.

Securities are not money or tangible goods. Their value lies in the rights they give to their owner. The latter exchanges his commodity or his money for securities only if he is sure that this paper is not nearly worse, but even better, than the money or commodity itself.

A security is a special commodity that circulates on a special, its own market - the securities market, but has neither material nor monetary consumer value, that is, it is neither a physical product nor a service. In an expanded sense, a security is any document (paper) that is sold and bought at the appropriate price.

A security is a document that expresses the property and non-property rights associated with it, can independently circulate on the market and be the object of purchase and sale and other transactions, serves as a source of regular or one-time income. Thus, securities act as a kind of money capital, the movement of which mediates the subsequent distribution of material values.

AT Civil Code Russian Federation contains the classical definition of a security. "A security is a document certifying, in compliance with the established form and obligatory details, property rights, the exercise or transfer of which is possible only upon its presentation."

The security must contain the mandatory details provided by law and comply with the requirements for its form, otherwise it is invalid. Details of a security can be conditionally divided into economic and technical. Technical details - numbers, addresses, seals, signatures, names of service organizations, etc. Economic details: form of existence (paper or paperless), period of existence, ownership, obligated person, denomination, granted rights.

The features of a security are:
1. Documentation - a security is a document, that is, a record of legal significance officially drawn up by an authorized person in accordance with the details.
2. Embodies private rights. A security is a monetary document that can express two types of rights: in the form of the title of the owner and as the ratio of the loan of the person who owns the document to the person who issued it.
3. Necessity of presentation - the presentation of a security is obligatory for the exercise of the rights enshrined in it.
4. Negotiability - a security may be the object of civil law transactions.
5. Public reliability - in relation to the holder of a security, the person liable for it may raise only such objections that arise from the content of the document itself.
6. A security is a documentary evidence of the investment of funds. Thanks to her, monetary savings become material objects.

CLASSIFICATION OF SECURITIES

The classification of securities is their division into types according to certain characteristics that are inherent in them. In turn, species can in some cases be divided into subspecies, and they are even further. Each lower classification is part of a higher classification. For example, a share is one of the types of securities. But the share can be ordinary and preferred. An ordinary share can be single-voted or multi-voted, with par value or without par value, etc.

Securities can be classified according to the following criteria:
1. By the period of existence: urgent (short-term, medium-term, long-term and revocable) and unlimited.
2. According to the form of existence: paper (documentary) or paperless (uncertificated).
3. By form of ownership: bearer (bearer securities) and registered, which contain the name of their owner and are registered in the register of owners of this security.
4. According to the form of treatment (order of transfer): transferred by agreement of the parties (by delivery, by assignment) or order (transferred by order of the owner - endorsement).
5. According to the form of issue: issue or non-issue.
6. By registerability: registered ( state registration or registration of the Central Bank of the Russian Federation) and unregistered.
7. By nationality: Russian or foreign.
8. By type of issuer: government securities (these are usually various types of bonds issued by the state), non-government or corporate (these are securities that are put into circulation by companies, banks, organizations and even individuals).
9. By negotiability: marketable (freely tradable), non-marketable, which are issued by the issuer and can only be returned to him (cannot be resold).
10. According to the purpose of use: investment (the purpose is to generate income) or non-investment (serve the turnover in the commodity markets).
11. By risk level: risk-free or risky (low-risk, medium-risk or high-risk).
12. By the presence of accrued income: income-free or profitable (interest, dividend, discount).
13. At face value: constant or variable.
14. By the form of capital raising: equity (reflecting a share in the authorized capital of the company) and debt, which are a form of borrowing capital (cash).

TYPES OF SECURITIES

Securities are divided into 2 classes: basic securities and derivative securities (derivatives).

Basic securities are papers based on property rights to any asset, usually goods, money, capital, property, various kinds of resources, etc. Such securities include: shares, bonds, promissory notes, bank certificates, bills of lading , check, warrant, mortgage, shares of mutual funds and others.

The main securities can be divided into primary and secondary.
1. Primary is based on assets, which do not include the securities themselves (assets-backed). This is, for example, a share, a bond, a bill, a mortgage.
2. Secondary - these are papers on the securities themselves: warrants, depositary receipts, etc.

Stock- this is a security issued by a joint-stock company and securing the rights of its owner (shareholder) to receive part of the profit of the joint-stock company (JSC) in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. As a rule, shares are divided into two groups: ordinary shares and preferred shares.

Bond is a security that is a debt obligation for the return of an invested amount of money after a specified period with or without payment of a certain income. If a government issues a bond, then such a bond is called a government bond. If local self-government - then municipal. Legal entities also issue bonds: banks - bank bonds, other companies - corporate.

bill of exchange(from German Wechsel - exchange) - a security in the form of a long-term obligation, drawn up in writing in a certain form, certifying the unconditional obligation of the drawer (promissory note), or an offer to pay to another payer specified in the bill (transfer bill) upon the occurrence of the stipulated promissory note term a certain amount of money.

bank certificate- a security that is a freely tradable certificate of a cash deposit (deposit - for legal entities, savings - for individuals) in a bank with the latter's obligation to return this deposit and interest on it after a specified period in the future.
A bank savings book to bearer is essentially a kind of bank certificate (along with deposit and savings certificates).

Bill of lading- a security, which is a document of a standard form accepted in international practice, which contains the terms of the contract for the carriage of goods by sea, certifying its loading, transportation and the right to receive it. Types of bills of lading: linear, charter, coastal and onboard.

Check- a security that certifies a written instruction of the issuer of the check to the bank to pay the holder of the check the amount of money specified in it during the period of its validity. A check drawer is a legal entity that has cash in the bank, which he has the right to dispose of by issuing checks, and the holder of the check is the legal entity in whose favor the check is issued. Checks are of the following types: nominal, order and bearer.

Warrant- a) a document issued by the warehouse and confirming the ownership of the goods in the warehouse; b) it is a security that entitles its owner to buy from a given issuer a certain number of its shares (bonds) at a price set by him within a certain period of time.

Mortgage- this is a registered security, certifying the rights of its owner in accordance with the mortgage agreement (mortgage of real estate), to receive a monetary obligation or the property specified in it.

Investment share- a registered security certifying the share of its owner in the ownership of the property constituting a unit investment fund.

depositary receipt- this is a security, indicating the ownership of a certain number of shares of a foreign issuer, but issued for circulation in the investor's country; it is a form of indirect purchase of shares of a foreign issuer.

A derivative security or derivative is a non-documentary form of expressing a property right (obligation) arising in connection with a change in the price of the exchange-traded asset underlying this security. Derivative securities include: futures contracts(commodity, currency, percentage, index, etc.), freely traded options and swaps.

futures contracts(commodity, currency, percentage, index, etc. - obligations to buy or sell goods at a certain time in the future at a price set today). The conclusion of a futures contract is not a direct act of purchase and sale, i.e. the seller does not give the buyer his goods, and the buyer does not give the seller his money. The seller undertakes to deliver the goods at the price fixed in the contract by a certain date, and the buyer accepts the obligation to pay the corresponding amount of money. To guarantee the fulfillment of obligations, a deposit is paid, which is kept by the intermediary, i.e. an organization that conducts futures trading. Futures become a security and can be repurchased many times during the entire period of validity.

Option is a security that is a contract, the buyer of which acquires the right to buy or sell an asset at a fixed price within a certain period of time or refuse to deal, and the seller undertakes, at the request of the counterparty, to ensure the exercise of this right for a monetary premium. The option gives the right to choose (option), this gave the name to this security. An option, unlike a futures contract, gives the purchaser a right, not an obligation. Options are exercised if they are out-of-pocket options at the time of exercise.

Swaps represent an agreement between two parties to exchange underlying assets or payments for these assets in the future in accordance with the conditions specified in the contract. Swaps are currency, interest, stock (index) and commodity.

Swaps have a number of significant advantages for investors, the main of which is the ability for investors to reduce currency and interest rate risks, make profit on the difference between interest rates in different currencies, reduce the cost of managing a portfolio of securities.

All types of swaps are OTC contracts, they are not traded on the exchange and their liquidity is provided by special intermediaries - banks (often called swap banks) and dealers. A feature of these types of derivative securities is that their circulation is not regulated by the state, the main place in the swap market is occupied by banks participating in these transactions.

PROPERTIES OF SECURITIES

A security is a form of existence of capital, different from its commodity, productive and monetary form, which can be transferred instead of itself, circulate on the market like a commodity and generate income. Properties of securities:
1. Negotiability - the ability to be bought and sold on the market, and in many cases to act as an independent payment instrument.
2. Availability for civil circulation - the ability of a security to be the object of other civil transactions.
3. Standard and serial.
4. Documentation - a security is always a document, and as a document it must contain all the mandatory details provided for by law.
5. Regulatory and state recognition.
6. Marketability - are inextricably linked with the relevant market, are its reflection.
7. Liquidity - the ability of a security to be quickly sold and converted into cash.
8. Risk - the possibility of loss associated with investments in securities and inevitably inherent in them.
9. Mandatory performance.
10. Yield - characterizes the degree of realization of the right to receive income by the owner of the security.

FUNCTIONS OF SECURITIES

Securities perform a number of socially significant functions:
1. They have a pronounced information function, they testify to the state of the economy. Stable prices of securities or their increase, as a rule, testify to a normal economic situation.
2. They play an important role in the flow of capital between different sectors of the economy (redistributive function).
3. Used to mobilize temporarily free cash savings of citizens (mobilizing function).
4. Used to regulate money circulation (regulatory function).
5. Banks, enterprises and organizations use securities as a universal credit and settlement instrument (settlement function).

Issue of securities

An issue is a set of procedures established by law that ensures the placement of securities between investors. Its purpose is to attract additional financial resources by the issuer on borrowed terms (in the case of a bond issue) or by increasing authorized capital(in the case of a share issue), but this is done according to the rules and under the control of the state represented by its bodies regulating the securities market.

The issue is usually carried out by attracting professional participants in the stock market, who are called underwriters, who, under an agreement with the issuer, assume certain obligations to issue and place its securities for an appropriate fee.

From the point of view of priority, emission is usually divided into primary and secondary. An initial issue occurs either when a commercial entity issues its securities for the first time, or when a security is issued by that entity for the first time.

A subsequent issue is a repeated placement of certain securities of a given commercial organization. According to the method of placement, the issue can be carried out by distribution, subscription and conversion.

Securities conversion

Conversion is the placement of one type of security by exchanging it for another on predetermined terms. Participation in the conversion can be accepted only by persons who, prior to its implementation, have ownership rights to already placed securities. Conversion can be divided into the following types:
a) conversion of shares into shares with a higher par value,
b) conversion of shares into shares with a lower par value,
c) conversion of shares into shares with other rights,
d) converting bonds into shares,
e) converting bonds into bonds,
f) conversion of securities during the reorganization of commercial organizations.

The conversion of ordinary shares into preference shares of any type is prohibited. In addition, the legislation of the Russian Federation on securities does not provide for the possibility of converting shares into bonds, which in fact also means that such a conversion is prohibited.

STOCKS AND BODS MARKET

The securities market is a system of economic relations between those who issue and sell securities and those who buy them. Participants in the securities market are issuers, investors and investment institutions. Companies that issue and sell securities are called issuers.

The stock market is an institution or mechanism that brings together buyers (demanders) and sellers (suppliers) of stock values, i.e. valuable papers. The concepts of the stock market and the securities market are the same.

According to the definition, the goods circulating in this market are securities, which, in turn, determine the composition of the participants in this market, its location, operation procedure, regulation rules, etc.

AT market economy the securities market is the main mechanism for the redistribution of monetary savings. The stock market creates market mechanism free, albeit regulated, flow of capital into the most efficient sectors of the economy.

Plan:

1. Economic essence and definition of securities

2. Classification of securities

3. The value of securities

1. Economic essence and definition of securities

The question of the economic essence of securities is reduced to the analysis of a transferable debt obligation and documenting property rights to certain types of resources (real estate, land, goods, money, etc.), due to which these documents can be separated from real objects of ownership and exist independently in the form valuable papers.

The Civil Code of the Russian Federation (CC RF) defines securities as follows: a security is a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon its presentation. With the transfer of a security, the rights certified by it pass in aggregate. The loss of a security, as a rule, makes it impossible to exercise the right expressed in it.

In the definition given by the Civil Code of the Russian Federation, the following distinguishing features of securities can be distinguished:

1) these are documents;

2) these documents are drawn up in compliance with the established form and mandatory details;

3) they certify property rights;

4) the exercise or transfer of property rights is possible only upon presentation of these documents.

The above definition does not exhaust, however, completely all the components. Documents that are not considered as securities also fall under it. This applies, for example, to intra-bank settlement documents (payment orders, payment requests-orders, letters of credit, guarantees and guarantees), executive documents of courts, notaries, warehouse documents, etc.

Does not clarify the situation and the list of securities given in the Civil Code of the Russian Federation. The Civil Code of the Russian Federation includes: government bonds, bonds, bills of exchange, checks, deposit and savings certificates, bank savings books to bearer, bills of lading, shares, privatization securities and other documents that are classified as securities laws or in the manner prescribed by them. valuable papers. The current legislation does not provide a closed list of securities circulating on the Russian market.

At the same time, the above list shows that the number of securities includes documents of various types corresponding to the resources to which they express the rights. Thus, stocks correspond to real estate; corporate bonds, government securities, deposit and savings certificates express debt relations; bills of lading, bills of exchange, checks are associated with the movement of goods. Therefore, in order to reveal the economic essence of securities, it is necessary to consider additional qualities, without which the document cannot claim the status of a security.

Firstly , securities are monetary documents certifying a property right in the form title deeds(shares of corporations, privatization securities, checks, bills of lading, etc.) or property right as the ratio of the loan of the owner of the document to the person who issued it(bonds of corporations and the state, bills, etc.).

Secondly , securities act as documents evidencing investment of funds. This is especially important for understanding the economic nature and role of securities. Here they play a major role as the highest form of investment, even in the absence of cash income (the payment of income is not provided for by the terms of the security), it still exists in the form of any advantages, benefits or other material benefits. The rate of return can vary over a wide range.

Thirdly , securities are documents that reflect the requirements for real assets(shares, checks, privatization documents, bills of lading, housing certificates, etc.) and to the securities themselves (derivative securities).

Fourth , an important point for understanding the economic essence of securities is the fact that they bring income. This makes them capital for owners. However, such capital differs essentially from real capital: it does not function in the process of production.

This is most clearly manifested in government bonds, which are issued for unproductive purposes (to cover the budget deficit). The money received by the state from the issuance of loans does not actually function as capital. However, bondholders are entitled to a regular income in the form of interest, and therefore bonds serve as capital for them.

Other things being equal, the return on real capital depends on the amount of capital employed in production. The amount of capital in the form of securities does not determine the amount of income it brings, but itself depends on the amount of income.

There is a kind of dilution of capital. On the one hand, there is real capital, on the other hand, its reflection in securities. Real capital functions in the process of production, while securities begin to move independently in the market.

Real capital may not yet complete the circuit, while the owner, for example, of shares, having sold them on the market, will already receive his money capital back. The transformation of securities into money is not connected directly with the circulation of real capital. However, the emergence of securities occurs on the basis of real capital. If real capital did not bring profit, then it could not arise and develop into capital in securities, which claims to receive additional profit, but does not create it itself.

It is impossible not to note such qualities of securities as liquidity, negotiability, market character, standardization, seriality, participation in civil circulation.

1. Under liquidity refers to the ability of securities to be converted into cash by sale. For this, it is necessary that the securities can be traded on the market.

2. Negotiability consists in the ability of securities to act as either an object of sale (shares, bonds, etc.), or a payment instrument that mediates the circulation of other goods on the market (checks, bills of lading, privatization documents).

3. Securities exist as a special product that must have its own market with its inherent organization and rules of work on it. However, goods sold on the securities market are a special kind of commodity, since securities are only a title to property, documents that give the right to income, but not real capital. The isolation of the securities market is determined precisely by their quality, and the market is characterized for the most part by the free and easily accessible transfer of securities from one owner to another.

Securities have a nominal (nominal) price, issue and market price (rate).

nominal price has a formal counting value and is used as a basis for calculating dividends and interest in further calculations.

Issue price means the selling price at the initial placement of securities. It is determined by the yield of securities and the level of loan interest.

Market price (rate)- the price at which securities are traded (sold and bought) in the secondary market (when they are resold). Its value is affected by the ratio in the market between the demand for securities and their supply.

4. Serialization means the issue of securities in series, homogeneous groups.

5. She is closely associated with standard, since securities of the same type must have a standard content (standard form, standardity of rights granted by a security, standardization of validity periods, institutions of circulation of securities, etc.). Standardity makes a security a mass commodity of the same type.

6. Participation securities as a commodity civil circulation lies in their ability not only to be the subject of sale, but also to act as the object of other property relations (transactions of pledge, storage, donation, commission, loan, inheritance, etc.).

Adjustability, recognition by the state, riskiness, documentation, reliability are distinctive, although auxiliary, features of securities.

Legislatively regulates the rights that are certified by securities, the mandatory details of securities, the requirements for the form of a security, the procedure for issuing, and other parameters of their circulation. State regulation is generally aimed at protecting the interests of investors, providing them with equal rights in the securities market.

Securities must be recognized by the state as such. This is intended to ensure the regulation of the functioning of securities and the confidence of investors in them.

Income brought by securities, the possibility of repayment of loaned funds, as a rule, depend on many factors with a probabilistic nature of interaction. This predetermines the riskiness of investments in securities.

A security is characterized by documentary consolidation of rights. A person who has received a special license may fix the rights secured by a security, including in a non-documentary form (with the help of electronic computers, etc.). This form of fixation of rights is subject to the rules established for securities. A person who has fixed a right in a non-documentary form is obliged, at the request of the owner of the right, to issue him a document evidencing the fixed right.

At the same time, the term "uncertificated securities" is widely used in practice. Transactions with uncertificated securities can only be carried out by contacting the person who officially makes the recording of rights. The transfer, grant and restriction of rights must be officially recorded by the person responsible for the preservation of official records, ensuring their confidentiality, providing correct data on such records.

Therefore, when it comes to non-documentary form of securities, we mean a modification of the method of fixing the rights provided by the security. However, in any case, securities are documents in paper form or in the form of appropriate records stored in the securities register, on a "depo" account with the issuance of documents certifying the content of the data. Therefore, in order to exercise and transfer the rights given by a security, it is sufficient to have evidence of their fixing in a special register or "depo" account (regular or computerized).

Securities in documentary and non-documentary forms must contain all the details provided for by law. The absence or incorrect execution of at least one of them means the invalidity of the document as a security of this type.

An essential economic characteristic of a security is reliability, i.e. the ability to perform the functions assigned to the security for a long period of time.

All of these features must be borne in mind when considering the economic nature and legal status of securities.

So, securities are a wide variety of documents for use in business activities. However, they are united by one common feature for them - the need to present them for the implementation of the property right expressed in them.

The object of transactions on the RZB is a security. For further consideration of the object of relations, it is necessary to consider the types and varieties of securities. First of all, I would like to note the difference between the concepts of species and variety. Type - this is a qualitative characteristic of a security that distinguishes it from other securities, for example, types of securities are shares, bonds, bills, etc. Varieties of securities are a division by type that is different in a number of ways, for example, shares can be ordinary and privileged. Securities are divided into bearer, order and registered.

A bearer security is a security, the name of the owner of which is not fixed directly on it, and its circulation does not require any registration.

A registered security is a security, the name of the owner of which is recorded on its letterhead and (or) in its register of owners.

An order security combines the features of bearer and registered paper.

Securities existing in modern world practice are divided into two classes:

• – underlying securities;
• – derivative securities;

The underlying securities are property rights to any asset (goods, money, capital, property, resources, etc.). In turn, the main securities can be divided into primary (shares, bonds, bills, etc.) and secondary (warrants, depositary receipts, etc.) securities.

A derivative security is a security for some price asset: for the prices of goods (grain, meat, oil, etc.). On credit market prices (interest rates); for prices foreign exchange market (exchange rates); on the prices of underlying securities (for stock indices, bonds), etc. Derivative securities include: futures contracts and freely traded options.

Important classification feature for securities is the level of risk. According to the level of risk, the types of securities are arranged as follows (Fig. 1.1). That is, the higher the return, the higher the risk; The higher the guarantee of a security, the lower the risk and return.

Rice. 1.1.

The first of the types of securities considered are fixed income securities, or, as they are also called, debt obligations. This type of securities is represented on the securities market by bonds, certificates of deposit, government securities and bills of exchange.

A bond is a security that certifies the deposit of funds by its owner and confirms the obligation to reimburse him the face value of this security within the period specified in it, with the payment of a fixed percentage. Bonds are issued for a fixed period. There are bonds of internal state and local loans and bonds of an economic entity. Bonds can be issued registered or bearer, interest-bearing or interest-free (targeted for goods or services), freely tradable or with a limited circulation. Bonds of internal state and local loans are issued to bearer. Bonds of an economic entity are issued both registered and to bearer. On interest-bearing bonds, the level and terms of the interest paid are indicated, on target (interest-free) - the product or service for which they are issued. Income on interest-bearing bonds is paid by paying coupons for bonds. Payment is made annually or in a lump sum when repaying loans by accruing interest on the face value.

Coupon - part of a bond certificate, which, when separated from the certificate, gives the owner the right to receive interest (income). The amount of interest and the date of its payment is indicated on the coupon. Bonds of targeted loans do not pay income. The owner of such a bond receives the right to purchase the relevant goods or services for which the loans were issued. A coupon or coupon rate is a fixed percentage that is set at the time a bond is issued. Based on this percentage, the investor receives an annual payment on the bond. Coupon interest is the main characteristic of a bond. Other things being equal, a bond will be more attractive to an investor, the more high percent She offers a coupon.

The government issues the following bonds:

• – bonds of the State Republican internal loan (circulated among business entities);
• – government short-term zero-coupon bonds;
• – government currency bonds;
• – bonds of the Russian internal loan, (traded among individuals).

There are some benefits of government bonds:

• - income from government securities is not taxed;
• - tax on transactions with government securities, is charged only from the buyer in the amount of 1 rub. for each thousand instead of 3 rubles, as for operations with commercial securities;
• – it is not required to create reserves from profits for depreciation of government securities commercial banks;
• Loan bonds can be used as collateral for a loan.

Currency bonds have been issued since September 1993. series with a nominal value of 1, 10 and 100 thousand dollars. USA.

Bonds of business entities are issued to attract additional financial resources. These bonds confirm the obligation of an economic entity to reimburse the owner of their nominal value within the period stipulated in them with an annual payment of a fixed percentage. The bonds of an economic entity do not give their holders the right to participate in the management of this economic entity. Bonds are firm debt obligations of the issuer and therefore more reliable than stocks. However, the price of the bond is confirmed by the risk of change interest rates. Therefore, in order to reduce the impact of inflation on the price of a bond, convertible bonds may be issued.

Convertible bonds are bonds that give the holder the right to exchange them for common stock of the same issuer in accordance with the terms of the conversion privilege. For a convertible bond, the first date, which opens the possibility of converting bonds into shares and a transfer premium, must be indicated as the main characteristics. The transfer premium is understood as expressed as a percentage of current price shares The amount of the overpayment for the right to convert a bond into an ordinary share. The amount of the premium is closely related to the return on the stock. The lower the premium, the lower the return on the stock, but at the same time, the higher the chance to exchange for a bond for a stock and vice versa.

The market price of a convertible bond is determined by two factors: the bond value and the conversion value.

The bond value is calculated as the sum of expected interest income and principal repayment, discussed (reduced) based on market rates of return. The discount (discount) increases exponentially with the increase in the term. The further in time the receipt of this or that income, the less it is worth now.

The conversion value of a bond is the aggregate market value of the ordinary shares received from the exercise of the conversion privilege:

where K is the conversion value of the bond, rub.; C - market price of ordinary shares, rub.; A is the conversion rate.

The next type of considered securities are securities with non-fixed income, first of all, they include shares. A share is a security that testifies to the contribution of funds for the development of a joint-stock company or enterprise and gives its owner the right to receive part of the profit of the joint-stock company (enterprise) in the form of dividends. Shares are issued without a fixed circulation period. Shares are nominal and bearer. Individuals can only be holders of registered shares. The surname, name, patronymic of the holder of the share shall be indicated on the registered share. Such a share, transferred to another person, loses its validity, i.e. dividends are not accrued on it, and it is not accepted back. A registered security can be transferred to another owner by notarial registration.

The shares of the labor collective, the shares of the enterprise, the shares of the joint-stock company are distinguished. The shares of the labor collective are distributed only among the employees of this enterprise, the shares of the enterprise - among other legal entities (enterprises, cooperatives, societies, banks, associations, etc.). Shares of the labor collective and shares of enterprises do not give their holders the right to participate in the management of the enterprise. They do not change the legal status and form of ownership of the enterprise that issued shares, and are only a means of mobilizing additional financial resources. Shares of a joint-stock company are distributed among shareholders, i.e. owners of this company.

Shares of a joint-stock company are of two categories: ordinary (simple) and preferred. Among them, it is possible to single out separate varieties and types of shares (convertible share, "golden share", etc.)

Ordinary shares give the right to participate in the management of a joint-stock company (one share - one vote when resolving issues at a meeting of shareholders) and participate in the distribution of the company's net profit after replenishing reserves and paying dividends on preferred shares. A preferred share does not give the right to participate in management, but brings a constant (fixed) dividend and has an advantage over ordinary shares in the distribution of profits and liquidation of the company. Preferred shares may be issued in the form of convertible shares.

Convertible shares are preference shares that can be exchanged at the request of the owner for ordinary shares or bonds of the same issuer in accordance with the terms of the conversion preference. These conditions are determined when preparing the issue of convertible shares. The conversion price is usually set slightly above the market price of common shares. This is done to avoid premature share convertibility. Convertible shares are a transitional form between own borrowed capital.

During the privatization of state enterprises, “golden shares”, preferred shares of types A and B, can be issued.

A golden share grants its owner, for a period of up to three years, the right to "veto" when the meeting of shareholders makes decisions:

• – on introducing amendments and additions to the charter of the joint-stock company;
• – on its reorganization or liquidation;
• – about his participation in other enterprises;
• - on the transfer of collateral or rent;
• - on the sale and alienation of property in other ways.

Decisions taken by the meeting of shareholders in the absence of the owner of the "golden share" is invalid. The transfer of the "golden share" in pledge or trust is not allowed. Sale and alienation by other means before the expiration of its validity period are permitted only by the bodies that decided to issue it when the joint-stock company was founded. Upon sale and alienation, the "golden share" is converted into an ordinary share, and the special rights granted to its owner cease. During the privatization of state-owned enterprises, two types of privatized shares A and B are also issued, sold by closed subscription. Closed subscription

- this is the sale of shares to employees of the enterprise and persons equated to them, in accordance with the legislation on privatization, on preferential terms (transfer of them free of charge, sale at a price lower than the nominal price by 30%, sale by installments up to 3 years, etc.).

Type B preference shares are issued on account of a share of the authorized capital held by the property fund. Type B shares are held exclusively by the property fund. Type B shares are automatically converted into ordinary shares at the time of their sale by the property fund in the course of privatization. At the same time, one privatized share is exchanged for one ordinary share. The property fund, as a holder of type B shares, does not have the right to vote at the shareholders' meeting. A joint stock company holding type B shares is not entitled to acquire the shares issued by it and is obliged to pay dividends on ordinary shares only in cash.

At the privatized enterprise, a fund for corporatization of employees of the enterprise (FARP) is also created in the form of an open joint-stock company. The size of the FARP cannot exceed 10% of the authorized capital of the enterprise. FARP is formed at the expense of preferred shares, the holder of which is the relevant property fund, and in cases where the controlling stake is fixed in federal ownership - at the expense of ordinary shares held by the relevant property management committee. Shares corresponding to the transfer or sale to members of the labor collective of the enterprise being privatized cannot be sent to FARP. The following persons have the rights to purchase shares from the FARP:

• – who are in labor relations with this enterprise;
• - who are not in labor relations with this enterprise, but who have personal personal accounts for the privatization of employees of this enterprise.

A share certificate is a security that is evidence of the ownership of a certain number of shares by the person indicated in it. The transfer of a certificate from one person to another means the completion of a transaction and the transfer of ownership of shares only if the transaction is registered in the prescribed manner.

A share has a nominal (the price indicated on the shares) and a market (the price at which the share is actually bought or exchange rate) value. The share price is directly dependent on the size of the dividend received on them and inversely dependent on the level of loan (bank) interest:

This process of setting the price of a share depending on the income it actually brings is called income capitalization and is carried out through stock exchanges, through the securities market. The market price of a share of a closed-type joint-stock company, at which it is sold within the company, is determined by the value of the company's net assets attributable to one paid-in share, and is called the book value of the shares.

The quality of shares, like any other security, is characterized by its liquidity. The liquidity of a security represents its ability to quickly and without loss in price turn into cash. Securities are easily marketable assets. The liquidity level of securities is determined in the process of analysis financial condition issuer. The quality of securities is also characterized by the adequacy of coverage of interest on bonds and dividends on shares by the net profit of the joint-stock company.

Bonds are borrowed funds, their holders are creditors, and, therefore, the joint-stock company must make settlements with them in the first place. Secondly, settlements are made with the holders of preferred shares, which in relation to the joint-stock company are the owners of the privileges. The rest of the shareholders have no privileges. Therefore, calculations with them are carried out last.

When analyzing supply and demand for shares, one can use such indicators as the absolute value of demand, its level as a percentage of the maximum bid price, volume ratio, weighted average bid and offer prices.

A joint-stock company, in accordance with its charter or a decision of shareholders, has the right to buy a certain number of shares on preferential terms at a discount from the sale price. Such a purchase is called an option. The share of ordinary shares, concentrated in the hands of one owner and giving him the opportunity to exercise actual control over the joint-stock company, is called a controlling stake. Theoretically, the controlling interest should be 50% of all issued ordinary shares plus one share. In practice, it is much less.

Shareholders receive dividends on them, i.e. income. Income is paid out of the profits of the joint-stock company or enterprise. For preferred shares of a joint-stock company with a lack of profit, the payment of dividends is made at the expense of the reserve fund of the company. The dividend can be intermediate and final.

An interim dividend is paid once a quarter or every six months. Its size is announced by the directors of the joint-stock company and is fixed. The final dividend is paid once a year. Its size is set by the annual general meeting of shareholders based on the results of the year, taking into account the payment of interim dividends. The fixed dividend on preferred shares is determined at their issue. The dividend is not paid on shares that have not been issued or are on the company's balance sheet. The dividend can also be paid in shares (this process is called capitalization of profits) or, if it is provided for in the charter of the joint stock company, bonds, goods.

In this paragraph, the securities that are most widespread in the Russian Federation, their types, characteristic features, specifics of application were considered. These include stocks and bonds.

Thus: the essence of a security lies in the rights that it gives to its owner. Like any economic category, a security has the appropriate characteristics: temporal, spatial, market. Securities are a necessary attribute of a market economy, the greater the desire to earn on securities, the greater the risk.

1.1.3. Characteristics and properties of securities

Securities have the following fundamental economic characteristics:

1) liquidity– the ability of the security to be sold;

2) profitability- the ratio of income received from a security to investments in it;

3)reliability- the ability to perform the functions assigned to it for a certain period of time and in a changing market;

4) the presence of independent turnover- the existence of specific stages in the process of circulation of a security.

1) urgent:

– period of existence of securities: when they were put into circulation, for what period of time or indefinitely;

– origin: the security originates from its primary basis (commodity, money) or from other securities;

2) spatial:

– form of existence: paper or, from a legal point of view, documentary form or paperless (uncertificated);

– nationality: a domestic security or another state (foreign);

– territorial affiliation: in which region of the country the given security was issued;

3) market:

- the type of asset underlying the security, or its initial basis (goods, money, total assets of the company, etc.);

– ownership order: security to bearer or to a specific person (legal or natural);

- form of issue: issuance, i.e. securities are issued in separate series, within which all securities are exactly the same in their characteristics, or non-issue (individual);

– form of ownership and type of issuer: state, corporations, individuals;

- the nature of circulation: freely in circulation on the market or there are restrictions;

- economic essence in terms of the type of rights that a security provides;

– risk level: high, low, etc.;

- availability of income: any income is paid on the security or not;

- form of investment: money is invested in debt or for the acquisition of property rights.

The following requirements apply to securities:

a) they must have a nominal price;

b) a term for their circulation must be established;

c) a fiscal regime should be established - payment conditions.

In other words, securities must have the following properties:

– negotiability– a security is freely bought and sold, and is also an independent payment instrument;

- availability for civil circulation: a security can be the subject of various agreements (purchase and sale, donation, storage, commission), is an object of civil relations;

– standard– a security, by its very nature, must have the standard nature of the rights inherent in securities, agreements, i.e., have a standard content;

– seriality– the possibility of issuing securities in homogeneous series, classes;

– documentation- a security is a document, regardless of whether it exists in the form of a paper certificate or in a non-cash form of entry on accounts;

– controllability and recognition the state (securities must be recognized by the state as such, which will provide them with good regulation and public confidence);

– marketability(a security exists as a special commodity that has its own market with its inherent organization, rules for working on it, etc.);

– liquidity(the ability of a security to be quickly sold on the market and converted into cash);

- risk(the occurrence of losses associated with investments in securities).

Securities as financial and monetary documents show their properties as:

Documents confirming participation or membership in the issuing organization (shares, share certificates, share certificates, certificates of participation in investment funds, etc.). In the context of the securities market, belonging to, participation in or membership in an issuing organization means that the owner of this security has the opportunity to take part in the management of the issuer, i.e. to take part in general meeting shareholders or participants, vote, make proposals, nominate candidates for the issuer's elected governing bodies, receive information regarding the activities and financial condition of the issuer, take part in the distribution of the issuer's property in the event of its liquidation;

Debt documents, i.e., monetary documents indicating the existence of creditor-debtor relations between the issuer and the owner of the security (various types of bonds, certificates of debt, bills of exchange, commercial paper, etc.). When acquiring debt documents, their owner receives the status of the issuer's creditor, and not the owner of the issuer's property. And, conversely, when purchasing securities confirming participation or membership, their owner receives the status of the owner of the issuer's property, and not the creditor. In the case of debtor-creditor relations, the right to participate in the management of the issuer's affairs is not granted;

Means of payment (settlements), that is, they perform one of the monetary functions. The fulfillment of the monetary function by securities is possible because they also have a value;

Means of enforcement of obligations. In some cases, when fulfilling certain obligations, there is a possibility or risk that they may not be fulfilled. In order to reduce such a probability or reduce the risk, the debtor (buyer) may pledge his securities to the creditor (seller) as a guarantee that in case he fails to fulfill his obligations, the corresponding losses of the creditor (seller) will be covered by the value of the said securities;

Practice market relations dictates more and more new possibilities for the emergence of different financial instruments. It is from them that the world of securities is formed.

Securities do not include:

Documents confirming receipt bank loan(in particular, a loan agreement);

Documents confirming the deposit sums of money in a bank (except for deposit and savings certificates);

IOUs (not to be confused with bills of exchange!);

Wills;

Lottery tickets;

Insurance policies, etc.

In some countries, the main criterion by which some financial or monetary documents are considered securities, while others are not, is the legislative consolidation of the list of securities. Here you need to pay attention to a number of important points.

First, in a number of countries there is a legal list of securities, i.e. a list of monetary documents that have the status of a security.

Secondly, the specified list, as a rule, is fixed by law, that is, in acts that have legal force.

Thirdly, the list of securities contained in the laws of different countries may be exhaustive or open. This means that in the first case, only those monetary instruments that are directly indicated in the list are recognized as securities, while others cannot be considered as such. When the list is open, then the category of securities includes all monetary instruments listed in the law, as well as others not listed in the list, if they meet the requirements established by law.

Fourth, lists of securities can be broad or narrow. For example, the new edition of the Law of Ukraine "On Securities and the Stock Market" provides for a wide list of types of securities - 15: shares, investment certificates, bonds of local loans, bonds of enterprises, government bonds of Ukraine, treasury obligations of Ukraine, savings (deposit) certificates, promissory notes, mortgage bonds, mortgage certificates, mortgage certificates, real estate fund certificates (FON), privatization papers, derivative securities, commodity securities.

The Japanese Securities and Stock Exchange Law (1948) contains a less extensive list - 9 types of securities: shares, government bonds, local bonds, special bonds of legal entities, secured and unsecured bonds of legal entities, investment certificates that are issued legal entities and created in accordance with special legislation, beneficial certificates of trusts, securities issued by foreign countries or foreign legal entities having the same status as the above securities, certificates issued by order of the government.

The US Securities Act (1933) contains an even wider list of securities. Under this Act, the term "security" means "any short-term bond, share, treasury interest, government bond, secured bond, certificate of debt, certificate of participation in any income distribution agreement, certificate of trust with secured assets, certificate of incorporation, certificate of subscription for securities, outstanding share, investment contract, certificate of trust with voting rights, certificate of deposit, interest in an indivisible share of an oil and gas enterprise or other mineral rights, any call option, put option, dual option or privilege associated with any a security, a certificate of deposit, or a group of securities, or securities based on index numbers or index values, or any call, put, or double option or preference received on a national stock exchange and associated with foreign exchange or, in general, any instrument known as a "security" or any certificate of ownership or participation, provisional or intermediate certificate, receipt, guarantee or option, or right to subscribe, or right to acquire any of the foregoing.

Fifthly, each national securities market, in addition to a large number of features in common with other national markets, has its own characteristics. These features may be real, which is explained by the historical development of a given country, or they may also have a linguistic origin. For example, if we compare the lists of securities contained in the above Japanese and American laws, it becomes obvious that when determining the types of securities, the Japanese approach is more “rigid”, while the American one is relatively “free”. In Japan, the law is more concerned with ensuring that only certain monetary instruments are securities. At the same time, US law is ready to recognize a much larger number of monetary instruments as securities. For the legislation of Japan - based on national and historical characteristics - it is not common to use expressions like "any instrument that is understood as a security." Conversely, the term "certificate of participation in the income-distribution agreement" or other terms represent features of the evolution of the American market.

Linguistic differences manifest themselves in two ways. In some places, securities that have a similar status are called by different terms. For example, in Europe short-term obligations of the state are sometimes called "draft", in the US - "bill". On the other hand, the same term can have different meanings. Thus, a written promissory note "debenture" in the US means a security secured by the reputation, and not by the assets of the issuer, in the UK, on ​​the contrary, it means a security secured by the assets of the issuer. The term "income bonds" in the UK is used to define fixed interest bonds that are issued by insurance companies; in the United States, it means bonds on which the issuer guarantees payment of only face value, and interest can be paid only on the condition that the issuer makes a profit and the board of directors makes a positive decision on the payment of interest.

Grantsev I. V., Dovgiy S. O. ta in. Privatization, investment and stock market: legal practice: In 4 vols. 725 p.

For example, the Japanese Law “On Securities and the Stock Exchange” (1948), the Law of Ukraine “On Securities and stock market” as amended in 2006 contain an exhaustive list; in the USA, the list is open in the “Securities Law” (1933).

Previous

Signs are the distinctive properties of securities, mandatory conditions. In the legal literature from the middle of the 19th century to the present, a different number of features have been proposed. So, G.F. Shershenevich singled out four signs of a security as the main ones:

• a) a security - a document;
• b) a security is the embodiment of a right; securities - movable things;
• c) the content of the right embodied in a security must constitute a property value;
• d) the definition of the subject of law follows from the document.

According to A. Trofimenko, a security has the following features (four in total): a security certifies subjective civil rights; corresponds to the beginning of the presentation; has the property of public reliability; corresponds to the legal grounds for referring to the number of securities (ranked by law, etc.).

E.A. Sukhanov distinguishes the following signs (properties) of a security (seven in total): Literality (the ability to demand execution only of what is directly indicated in the security), compliance with strictly formal details; legitimation of the subject of law, expressed in a security; presentation to the obligated person; the abstract nature of the obligation enshrined in it; the security gives the property of autonomy expressed in it to the right.

HE. Sadikov distinguishes the following features (three in total): firstly, a security is a document of the established form and with mandatory details; secondly, any security must certify certain rights; thirdly, in order to exercise or transfer the rights certified by a security, it is necessary to present it. Similar features are named as the main ones by T.E. Abova, E.Yu. Kabalkin.

Equity security - any security, including non-documentary, which is simultaneously characterized by the following features: it fixes a set of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the provisions of this federal law form and order; placed by issues; has an equal volume and terms of exercising rights within one issue, regardless of the time of purchase of the security.

In modern legal literature, the following features of securities are distinguished:

• - convertibility;
• - availability for civil circulation;
• -standard;
• - documentation;
• -regulability and recognition by the state;
• - marketability;
• -information disclosure;
• -liquidity;
• - risk;
• - profitability.

Negotiability - the ability of a security to be bought and sold on the market, and in many cases, to act as an independent payment instrument that facilitates the circulation of other goods.

Availability for civil circulation - the ability of a security not only to be bought and sold, but also to be an object of other civil relations, including all types of transactions (loans, gifts, storage, commissions, orders, etc.).

Standardity - a security predominantly has a standard content (standardization of the rights that a security provides, standardization of participants, terms, trading places, accounting rules and other conditions for access to these rights, standardization of transactions related to the transfer of a security from hand to hand, standardization of the form securities, etc.). It is standardity that makes a security a tradable commodity.

An individual non-standard contract is limited to the scope of the transaction in which it was made. He cannot apply. To transfer rights under this contract, it is necessary to conclude a new contract on individual terms.

Documentation. A security is always a document, regardless of whether it exists in the form of a paper certificate or in a non-cash form of an account entry.

Documentation gives the final, "material" appearance to the commodity called a security. Only a document can fix standard conditions its circulation and use, ensure the multiple transfer of the security from hand to hand, as the same product, become evidence of the investor's eligibility to access the rights granted by the security.

According to established legal practice, a security, as a document, must contain all the mandatory details provided for by law. The absence of at least one of them entails the invalidity of the security, or transfers this document from the category of securities to the category of other binding documents. For example, the absence of at least one obligatory requisite can invalidate a bill of exchange or transfer it to the category of a debt receipt, relations on which are regulated instead of a bill of exchange - by general civil law.

Regulatory and state recognition. Securities should be recognized by the state as such, which should ensure disclosure of information, clear rules for issuance and circulation, the necessary state supervision and, accordingly, risk reduction, and public confidence in them.

Marketability. Negotiability indicates that a security exists only as a special commodity, which, therefore, must have its own market with its inherent organization, rules for working on it, etc.

Should in the bulk belong to the market, be commodities and those resources, the rights to which are securities. For example, to the extent that the free market circulation of land and real estate is limited, the mortgage market will be underdeveloped to the same extent.

Information disclosure. Investing in securities on an honest and fair basis becomes possible only if investors entering the market receive equal access to information, if issuers of securities are required to disclose all information that may have a material impact on the market price of a security.

Liquidity - the ability of a security to be quickly sold and converted into cash (in cash and non-cash) without significant losses for the holder, with small fluctuations market value and implementation costs.

If the market refuses to recognize its liquidity, the reality of the rights expressed by it, then the security turns into a worthless piece of paper.

Mandatory performance. By Russian legislation, it is not allowed to refuse to fulfill an obligation expressed by a security, unless it is proved that the security came to the holder in an unlawful way.

Yield. Investors usually view securities as financial assets that generate income. Accordingly, the yield is usually considered by investors as a necessary attribute of a security.