Market subjects securities are issuers, investors, professional participants, self-regulatory organizations, and the state.

Issuer- this is an entity that issues securities into circulation and bears, on its own behalf, obligations to the owners of securities to exercise the rights secured by them.

According to Art. 2 of the Federal Law “On the Securities Market”, issuers can be legal entities, bodies executive branch, organs local government. As for individuals, the legislator excluded them from the list of potential issuers. This exception can be explained by the fact that the types of securities traded on the domestic securities market are legally limited to shares, issuer options and bonds. At the same time, certain types of securities, such as bills of exchange, can be issued by individuals.

Only joint stock companies can issue shares. Civil legislation There is a direct ban on the issue of shares by other legal entities. For example, in accordance with Art. 66 of the Civil Code of the Russian Federation, “business partnerships, as well as limited and additional liability companies, do not have the right to issue shares.”

Issuers of bonds can be legal entities, executive authorities and local governments. The legislation contains some restrictions on the issue of bonds. So, according to Art. 33 of the Federal Law “On Joint-Stock Companies”, the issue of unsecured bonds is permitted no earlier than the third year of the company’s existence and subject to proper approval by this time of the company’s two annual balance sheets. The company does not have the right to place bonds and other issue-grade securities convertible into shares of the company if the number of declared shares of the company of certain categories and types is less than the number of shares of these categories and types, the right to purchase which such securities provide. By virtue of Art. 4 of the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market”, the issue of bonds by non-profit organizations is allowed only in cases provided for by federal laws and other regulations legal acts Russian Federation, in the presence of security determined by the specified regulations.

The procedure for determining the issuer of state and municipal bonds is provided for by the Federal Law “On the Peculiarities of the Issue and Circulation of State and Municipal Securities.” So, in accordance with Art. 3 of this law, the decision on the issuer of securities of the Russian Federation is made by the Government of the Russian Federation. The issuer of securities of the Russian Federation is the federal executive body, whose functions, by decision of the Government of the Russian Federation, include the preparation and (or) execution of the federal budget.

Investor- an entity that invests its own (i.e., owned by the investor by right of ownership, economic management, operational management), borrowed or raised funds in the form of investments in securities in order to obtain a positive economic result (for example, profit).

Investments can be any objects civil rights, not withdrawn from circulation and not limited in circulation in accordance with federal laws, including money, securities (including foreign currency and the currency of the Russian Federation), other property, property rights having a monetary value exclusive rights on results intellectual activity, as well as services and information.

The role of investors can be individuals and legal entities, other organizations, the state, municipalities. Legal status of investors, as well as the procedure for implementation investment activities, including investments in securities, are determined by the Law of the RSFSR of June 26, 1991 “On investment activities in the RSFSR”, Federal Law of July 9, 1999 No. 160-FZ “On foreign investment in the Russian Federation”, other regulatory legal acts.

To ensure state and public protection of the rights and legitimate interests of investors, the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market” establishes:

• conditions for the provision of services by professional participants of the securities market to investors who are not professional participants;
• additional requirements for professional participants providing services to investors in the securities market;
• additional conditions for the placement of issue-grade securities among an unlimited number of investors on the securities market;
• liability of issuers and other persons for violation of the rights and legitimate interests of investors in the securities market.

Among the entities investing in securities, a special place is occupied by the so-called institutional investors, for whom investment is one of the main activities. Such investors, in particular, include investment funds.

The legislation provides for special rules for investing in securities for certain entities. In particular, the specifics of investing in securities of pension reserves by non-state pension funds and insurance reserves by insurers are provided for.

Professional participants in the securities market are legal entities that carry out the types of activities specified in Chapter. 2 of the Law on the Securities Market.

Professional participants in the securities market, in accordance with Chapter. 2 of the Law on Securities Markets, are brokers, dealers, managers, clearing organizations, depositories, register holders, and organizers of trading on the securities market.

Broker- a professional participant in the securities market engaged in brokerage activities.

Brokerage activity is the activity of carrying out civil transactions with securities on behalf and at the expense of a client (including the issuer of issue-grade securities when placing them) or on one’s own behalf and at the expense of the client on the basis of paid agreements with the client.
(Article 3 of the Federal Law *On the Securities Market")

The procedure for conducting brokerage activities is regulated by Art. 3 of the Law on the Securities Market, as well as the Rules for the implementation of brokerage and dealer activities in the securities market, the Regulations on the requirements for separating the funds of a broker and the funds of his clients and ensuring the rights of clients when using clients’ funds in the broker’s own interests; Rules for carrying out brokerage activities when making transactions on the securities market using funds and/or securities lent by the broker to the client (margin transactions).

Dealer- a professional participant in the securities market engaged in dealer activities.

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 .
(Article 4 of the Federal Law “Securities Market”)

In addition to the price, the dealer has the right to announce other essential terms of the securities purchase and sale agreement: the minimum or maximum number of securities purchased and (or) sold, as well as the period during which the prices announced in the agreement are valid. The procedure for conducting dealer activities is regulated by Art. 4 of the Law on the Securities Market, as well as the Rules for brokerage and dealer activities in the securities market.

Control- a professional participant in the securities market, carrying out securities management activities.

Securities management activities are recognized as activities carried out by a legal entity on its own behalf for a fee during a certain period of time. trust management transferred to his possession and belonging to another person in the interests of this person or third parties indicated by this person:

• securities;
• in cash intended for investing in securities;
• cash and securities received in the process of securities management.

The procedure for carrying out securities management activities, the rights and obligations of the manager are determined by Art. 5 of the Law on the Securities Market, the Regulations on the trust management of securities and funds for investing in securities, as well as the agreement.

Clearing organization- a professional participant in the securities market carrying out clearing activities (clearing).

Clearing is the activity of determining mutual obligations (collection, reconciliation, adjustment of information on transactions with securities and preparation accounting documents on them) and their offset for the supply of securities and settlements on them.
(Article b of the Federal Law *On the Securities Market")

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

The clearing organization is obliged to approve the rules for carrying out clearing activities. The rules, as well as changes and additions to them, are registered with the Federal Securities Commission.

The procedure for carrying out clearing activities is regulated by Art. 6 of the Law on the Securities Market, as well as the Regulations on clearing activities on the securities market of the Russian Federation.

Depository- a professional participant in the securities market carrying out depository activities.

Depository activity is the provision of services for storing securities certificates and (or) recording and transferring rights to securities.
(Article 7 of the Federal Law “On the Securities Market”)

A person using the services of a depository for storing securities and (or) recording rights to securities is called a depositor. The agreement between the depositary and the depositor, regulating their relations in the process of depository activities, is called the depository agreement (depo account agreement). The depository agreement must be concluded in writing. The depository is obliged to approve the conditions for carrying out depository activities, which are an integral part of the concluded depository agreement.

The procedure for carrying out depository activities, the rights and obligations of the depository, and the terms of the depository agreement are determined by Art. 7 of the Law on Securities Markets, as well as the Regulations on depository activities.

Registrar (registrar)- a professional participant in the securities market, carrying out activities to maintain a register of securities owners.

The activity of maintaining the register of securities owners is the collection, recording, processing, storage and provision of data that constitutes the system for maintaining the register of securities owners. Only legal entities can be holders of the register.

The registry system is understood as a set of data recorded on on paper and (or) using an electronic database that ensures the identification of nominal holders and owners of securities registered in this system and records their rights in relation to securities registered in their name, allowing them to receive information, send it to specified persons and compile a register of securities owners . The register is a list of registered owners of securities indicating the number, par value and category of registered securities owned by them, compiled as of any specified date and allowing the identification of these owners, the number and category of securities owned by them.

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

The procedure for carrying out the activities of register holders is regulated by Art. 8 of the Law on the Securities Market, as well as the Regulations on maintaining the register of securities holders.

An organizer of trading on the securities market is a professional participant in the securities market who provides services that directly facilitate the conclusion of civil transactions with securities between participants in the securities market. The rights and obligations of this subject are regulated by Art. 9 of the Law on the Securities Market, as well as the Regulations on activities for organizing trade on the securities market.

It should be borne in mind that the Law on Securities Markets defines legal status not all professional participants in the securities market and not all types of professional activities in this market. For example, underwriters remained outside the scope of the Law on the Securities Market - subjects of the Securities Market who accepted the obligation to place securities on behalf of the issuer or on their own behalf, but at the expense and on behalf of the issuer.

The possibility of combining professional activities in the securities market is determined by regulatory legal acts. In addition, special rules have been established for the implementation of professional activities when combining its various types.

Carrying out the activities of maintaining the register does not allow its combination with other types of professional activities. Brokerage, dealer, securities management and depository activities may be carried out by one organization. Clearing activities can be combined with depository activities and activities for organizing trading in the securities market. Securities management activities can be combined with activities related to trust management of the property of mutual investment funds, asset management of non-state pension funds and (or) investment fund management activities. In the case of such a combination, securities management activities cannot be combined with brokerage, dealer and depository activities.

Brokerage or dealer activities, securities management activities can be combined with the execution of futures, options and other derivatives transactions on the securities market.

Financial consultant- a securities market entity that provides the issuer with services for the preparation of a securities prospectus. A financial advisor can be legal entity, having a license to carry out brokerage and (or) dealer activities in the securities market.

Self-regulatory organization professional participants in the securities market as a subject of the securities market is a voluntary association of professional participants in the securities market, operating in accordance with the Law on the Securities Market and operating on the principles of a non-profit organization. Self-regulatory organizations are established in order to ensure optimal conditions for the professional activities of participants in the securities market, compliance with standards of professional ethics in the securities market, protection of the interests of security holders and other clients - professional participants of the securities market who are members of the organization, as well as to establish rules and standards for conducting operations with securities.

The activities of self-regulatory organizations are regulated by the Law/s on the Securities Market and the Regulations on self-regulatory organizations of professional participants in the securities market, approved by the FCSM Resolution No. 24L dated July 1, 1997. The Law on the Securities Market defines the conditions for the creation of a self-regulatory organization and the requirements for it and its members. In particular, it has been established that organizations established by at least ten professional participants in the securities market have the right to submit an application for acquiring the status of a self-regulatory organization to the relevant federal executive body. An entity acquires the status of a self-regulatory organization of professional participants in the securities market on the basis of a decision issued by this body. Article 50 of the said Law on Regional Markets defines the requirements for documents for obtaining a permit, as well as the grounds for refusal to issue a permit and for revocation of a permit.

Self-regulatory organizations have the right:

• receive information based on the results of inspections of the activities of its members, carried out in the manner established by the federal executive body for the securities market ( regional office federal executive body for the securities market);
• develop, in accordance with the rules and standards for carrying out professional activities and transactions with securities, by its members and monitor their compliance;
• in accordance with qualification requirements the federal executive body for the securities market to develop training programs and plans, to train officials and personnel of organizations carrying out professional activities in the securities market, to determine the qualifications of these persons and to issue them qualification certificates.

The state, as a subject of the securities market, plays a dual role. On the one hand, the state, acting through the relevant competent state bodies, can be an issuer, investor and even a professional participant in this market. On the other hand, the state regulates the securities market, controls and supervises the activities of its subjects.

Currently, relations related to the circulation of securities are regulated by the following acts:

• Federal Law “On Joint Stock Companies”;
• Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”;
• Federal Law of July 29, 1998 No. 136-FZ “On the peculiarities of the issue and circulation of state and municipal securities”;
• Federal Law of March 5, 1999 No. 46-FZ “On the protection of the rights and legitimate interests of investors in the securities market”;
• Federal Law of June 23, 1999 No. 117-FZ “On the Protection of Competition in the Market financial services"etc.

The securities market is the sphere of circulation of securities.

The securities market is an integral element of a market economy, since it performs a redistribution function, that is, it ensures the transfer of capital from one area of ​​the economy to another.

Types of securities market

1. primary- is formed during the placement of securities, that is, when the issuer transfers securities to their first owners;
2. secondary- is concealed in the process of subsequent resale of securities by their first and subsequent owners through the conclusion of civil transactions.

Subjects securities market are the persons listed below.

An issuer is an entity that issues securities into circulation and bears, on its own behalf, obligations to the owners of securities to exercise the rights secured by them. Issuers can be legal entities, executive authorities, local governments.

An investor is an entity that invests its own, borrowed or borrowed funds in the form of investments in securities with the aim of generating profit and other positive economic results. Individuals and legal entities, the state, and municipalities can act as investors.

Professional securities market participants are legal entities carrying out on a professional basis types of activities in the securities market, defined in Chapter 2 of the Federal Law “On the Securities Market”. These include: brokers, dealers, managers, clearing organizations, depositories, register holders (registrars), organizers of trading in the securities market.

Self-regulatory organizations of professional participants in the securities market are a voluntary association of professional participants in the securities market, established in order to ensure conditions for the professional activities of participants in the securities market, compliance with standards of professional ethics, protection of the interests of owners of securities and clients of professional participants in the securities market, establishment of rules and standards for transactions with securities.

The state, represented by its authorities, on the one hand, can act as an issuer, investor and even a professional participant in the securities market, and on the other hand, carries out state regulation of the securities market through the publication of regulations, the activities of the Federal Service for financial markets etc.

Federal service for financial markets operates on the basis of the regulations on it, approved by Decree of the Government of the Russian Federation of June 30, 2004 No. 317.

Concept and types of securities

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

2. The stock exchange operates on the basis of a license issued by the Federal Service for Financial Markets of the Russian Federation.

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

Participants in trading on a stock exchange created in the form of a non-profit partnership can only be members of such an exchange. The procedure for admission to trading and exclusion from trading participants is determined by the rules established by the stock exchange. Unequal status of trading participants on the stock exchange, as well as transfer of the right to participate in trading on the stock exchange to third parties is not allowed (Article 12 of the Federal Law “On the Securities Market”).

4. The stock exchange is obliged to approve:

a) rules for admission to trading on the stock exchange;
b) rules for trading on the stock exchange, which must contain rules for making and registering transactions, measures aimed at preventing price manipulation and the use of proprietary information.

A stock exchange that provides services that directly facilitate transactions with securities, including investment units of mutual funds, must also approve the rules for listing/delisting of securities and/or the rules for admitting securities to trading without going through the listing procedure, and the stock exchange providing services that directly facilitate the execution of transactions, the fulfillment of obligations under which depends on changes in prices for securities or on changes in the values ​​of indices calculated on the basis of aggregate prices for securities ( stock indices), including transactions that provide exclusively for the obligation of the parties to pay (pay) sums of money depending on changes in prices for securities or on changes in the values ​​of stock indices, is also obliged to approve the specifications of such transactions.

The stock exchange is obliged to register these documents with the Federal Service for Financial Markets.

5. The stock exchange must exercise constant control over transactions carried out on the stock exchange in order to identify cases of use of proprietary information, price manipulation and compliance by trading participants and issuers whose securities are included in the quotation lists with the requirements of the legislation of the Russian Federation on securities and regulatory legal acts of the federal executive body for the securities market.

Trading participants are required to provide the stock exchange, upon its request, with the information necessary for it to exercise control in accordance with the rules of trading on the stock exchange.

6. The stock exchange is obliged to ensure transparency and publicity of ongoing trading by notifying trading participants about the place and time of trading, the list and quotation of securities admitted to trading on the stock exchange, the results trading sessions, as well as provide other information in accordance with the law.

7. The stock exchange has the right to establish the amount and procedure for collecting contributions, fees and other payments from trading participants for the services it provides, as well as the amount and procedure for collecting fines for violating the rules established by it.

The stock exchange does not have the right to establish the amount of remuneration charged by trading participants for making exchange transactions.

9. Stock exchanges that are non-profit partnerships can be transformed into joint stock companies. The decision on such a transformation is made by the members of such a stock exchange by a three-quarters majority vote of all members of that stock exchange.

Regulations on activities for organizing trading on the securities market, approved by Order The Federal Service for Financial Markets dated December 15, 2004 No. 04-1245/pz-establishes requirements for the procedure for managing the stock exchange.

1. A stock exchange, which is a joint stock company, must have a board of directors. At least one third of the members of the board of directors of the stock exchange must meet the following requirements:

a) fail to appear at the time of election and for 1 year preceding election, officials or stock exchange employees;
b) not be officials of another company in which any of the stock exchange officials is a member of the board of directors’ personnel and remuneration committee;
c) are not spouses, parents, children, brothers and sisters of stock exchange officials;
d) not be affiliated with the stock exchange, with the exception of a member of the board of directors of the stock exchange;
e) not be parties to obligations with the stock exchange, in accordance with the terms of which they can acquire property (receive funds), the cost of which is 10 percent or more of the total annual income of these persons, except for receiving remuneration for participation in the activities of the board of directors of the stock exchange ;
e) not be representatives of the state.

2. The stock exchange must have a collegial executive management body.

3. The stock exchange must have a special committee of the board of directors (other authorized body if the stock exchange is non-profit partnership) on audit, the functions of which include the assessment of candidates for auditors and the provision of the results of such assessment to the board of directors (other authorized body) of the stock exchange, consideration of the conclusion of the stock exchange auditor before its presentation to the supreme management body of the stock exchange, as well as assessment of the effectiveness of the procedures in force at the stock exchange internal control and preparation of proposals for their improvement.

4. A person performing the functions of a sole executive body, the head of the control unit (controller) of the stock exchange, and other stock exchange employees cannot be employees and (or) participants of professional securities market participants who are trading participants on this and (or) other stock exchanges.

5. The stock exchange must have a stock exchange council. If there are several sections on the stock exchange ( trading platforms, divisions, departments, etc.) instead of the exchange council, the exchange has the right to create a council for each section (hereinafter referred to as the section council).

The exchange council (section council) carries out a preliminary discussion of draft documents accepted by the exchange, the conclusion of the listing department on the inclusion (or refusal to include) securities in the quotation list, on their exclusion from the quotation list, and makes recommendations on these issues to the board of directors of the stock exchange ( or other authorized body if the stock exchange is a non-profit partnership).

The exchange council (section council) is formed from among the officials (employees) of the stock exchange, trading participants on the stock exchange (trading participants in this section), issuers, management companies of joint-stock investment funds, mutual investment funds and non-state pension funds, joint-stock investment funds, non-state pension funds and other interested organizations, as well as independent experts. The quantitative composition of the exchange council (section council) is determined by the board of directors of the stock exchange (or other authorized body if the stock exchange is a non-profit partnership), but cannot be less than 5 members.

The personal composition of the exchange council (section council) is approved by the board of directors of the stock exchange (or other authorized body if the stock exchange is a non-profit partnership).

Officials (employees) of the stock exchange and participants in trading on the stock exchange (trading participants in this section) may constitute no more than one third of the composition of the exchange council (section council). The exchange council (section council) cannot include 2 or more persons who are officials or employees of one legal entity or different legal entities that are affiliated entities.

A representative appointed by order of the Federal Service for Financial Markets has the right to attend meetings of the exchange council (section council).

6. The stock exchange should establish a listing department as a separate structural unit stock exchange.

The listing department exercises control over the compliance of securities and their issuers (management companies of mutual investment funds) with the requirements established by law and the stock exchange, when including securities in quotation lists and during the entire period that these securities are in them, and also provides opinions on inclusion (refusal to include) securities in the quotation list, exclusion of them from the quotation list, suspension of trading in securities in case of non-compliance of securities or their issuer ( management company mutual investment fund) to the above requirements.

Disputes between trading participants on the stock exchange, trading participants on the stock exchange and their clients are considered by the court, arbitration court and arbitration tribunal.

The subjects of the securities market are issuers, investors, professional participants, self-regulatory organizations, the state

Issuer- this is an entity that issues securities into circulation and bears, on its own behalf, obligations to the owners of securities to exercise the rights secured by them.

Investor- an entity that invests its own, borrowed or attracted funds in the form of investments in securities with the aim of generating profit and other positive economic results.

Professional securities market participants- these are legal entities, including credit organizations, as well as individuals registered as entrepreneurs who carry out professional activities in the securities market. Professional participants in the securities market, in accordance with Chapter 2 of the Law on Securities Markets, are brokers, dealers, managers, clearing organizations, depositories, register holders, and organizers of trading in the securities market.

Broker- a professional participant in the securities market engaged in brokerage activities. 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 in the absence of indications of the powers of the attorney or commission agent in the agreement.

Dealer- a professional participant in the securities market engaged in dealer activities. 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 the announced prices. In addition to the price, the dealer has the right to announce other essential terms of the securities purchase and sale agreement: the minimum or maximum number of securities purchased and (or) sold, as well as the period during which the announced prices are valid.

Control- a professional participant in the securities market, carrying out securities management activities. Securities management activities are recognized as being carried out by a legal entity or individual entrepreneur on his own behalf for a fee during a certain period of trust management transferred to his possession and belonging to another person in the interests of this person or third parties indicated by this person:

securities; funds intended for investment in securities; cash and securities received in the process of securities management.

Clearing organization- a professional participant in the securities market carrying out clearing activities (clearing). Clearing is the activity of determining mutual obligations (collecting, reconciling, adjusting information on transactions with securities and preparing accounting documents for them) and their offset for the supply of securities and settlements on them. The procedure for carrying out clearing activities is regulated by Art. 6 of the Law on the Securities Market, as well as the Regulations on clearing activities on the securities market of the Russian Federation (approved by Resolution of the Federal Securities Commission dated November 23, 1998 No. 51).

Depository- a professional participant in the securities market carrying out depository activities. Depository activity is the provision of services for storing securities certificates and (or) recording and transferring rights to securities.

Registrar (registrar)- a professional participant in the securities market, carrying out activities to maintain a register of securities owners. Such activities mean the collection, recording, processing, storage and provision of data that makes up the system for maintaining a register of securities owners.

Organizer of trading on the securities market- a professional participant in the securities market, providing services that directly facilitate the conclusion of civil transactions with securities between participants in the securities market. The rights and obligations of this subject are regulated by Art. 9 of the Law on the Securities Market, as well as the Regulations on the requirements for organizers of trading on the securities market (approved by Resolution of the Federal Securities Commission dated November 16, 1998 No. 49).

Self-regulating organization I Professional Securities Market Participation is a voluntary association of professional securities market participants. Self-regulatory organizations are established in order to ensure conditions for the professional activities of participants in the securities market, compliance with standards of professional ethics in the securities market, protection of the interests of security owners and other clients of professional participants in the securities market who are members of the organization, establishing rules and standards for conducting transactions with securities .

State As a subject of the securities market, it plays a dual role. On the one hand, the state, acting through the relevant competent state bodies, can be an issuer, investor and even a professional participant in this market. On the other hand, the state regulates the securities market, controls and supervises the activities of its subjects.
50. Concept, types and regulatory regulation of investment activities

Investments - cash, securities, other property, including property rights, having a monetary value, invested in objects of business and (or) other activities in order to make a profit and (or) achieve another useful effect. Investment activity - making investments (investing) and carrying out practical actions in order to make a profit and (or) achieve another useful effect. Depending on the content, the following types of investment activities are traditionally distinguished:

Direct, when there is a direct investment of values ​​in the production of goods (works, services). For example, direct investment activity is carried out in the form of capital investments.

Lending, carried out in the form of a loan, credit;

- “portfolio” - an investor’s investment of funds in securities.

Leasing investments

The legal basis for leasing has been established Civil Code RF (Chapter 34, paragraph 6) and Federal Law of October 29, 1998 No. 164-FZ (as amended on January 29, 2002) “On financial lease (leasing)” (hereinafter referred to as the Leasing Law). The law determines the legal status of leasing entities, forms, types and types of leasing, legal and economic fundamentals leasing, measures of state support for leasing activities.

Leasing is a set of economic and legal relations arising in connection with the implementation of a leasing agreement, including the acquisition of the leased asset. Leasing activities- type of investment activity for the acquisition of property and its transfer to leasing. Leasing activities are licensed. The subject of leasing can be any non-consumable things, including enterprises and other property complexes, buildings, structures, equipment, vehicles and other movable and real estate, which can be used for entrepreneurial activity. The subject of leasing cannot be land plots and other natural objects, the free circulation of which is prohibited by federal laws or for which special order appeals.

Let us consider separately the subjects of the securities market and the main relationships that develop between them.

Issuers can be legal entities or executive authorities, or local governments, bearing on their behalf obligations to the owners of securities to exercise the rights assigned to them.

The issuers are: the state, government structures of the federal regional and municipal level, joint stock companies, joint stock commercial banks, investment companies and funds, insurance companies, non-state pension funds.

The issuer supplies a commodity to the stock market - a security, the quality of which is determined by the status of the issuer, the economic and financial results of its activities 11 Securities market /Under. ed. Galanova V.A., Basova A.I. M.: Finance and Statistics, 1996. P. 101. The specificity of the supply of this product is that the issuer, having delivered the product, does not leave the market, but is present on it all the time. The issuer has an obligation to buyers, both at the time of purchase and after purchase, to exercise the rights certified by its securities.

An investor in the securities market is an individual or legal entity that acquires securities on its own behalf and at its own expense in order to generate income or increase the value of securities and acquire the corresponding rights granted to the owner of securities in accordance with current legislation.

The importance of an investor in the securities market is difficult to overestimate. The securities market can exist, develop, and fulfill its functions of attracting investment into the economy only when there is investor interest in purchasing securities. In other words, the success of the securities market largely depends on the investor’s attitude towards the market, towards individual objects of this market.

The main participants in the investment process are: the state, regional and municipal entities, companies and individuals. Each of the participants in the investment process can participate in the investment process, both on the demand side and on the supply side.

On Russian market There are three categories of investors. The first is institutional investors 22 World practice also indicates the increasing importance of institutional investors in the investment process “Over the past 30 years,” note W. Sharp, G. Alexander and D. Bailey, “there has been a concentration of financial power in the hands of a relatively small number of organizations, known as institutional investors investor)...

In the broadest sense, institutional investors are financial intermediaries of any type. This definition separates them from individual investors who own portfolios in which all proceeds belong directly to them.

Currently, however, practitioners use the term in a narrower sense. For example, when discussing the implications of the increasing role of institutional investors on American market stocks, the main focus is on pension funds, mutual funds, insurance companies, investments carried out by the trust departments of banks. These organizations collectively own more than half of the capital stock issued by U.S. corporations.

Without a doubt, the fastest growing institutional investors today are pension funds and mutual funds.” (See: Sharp W., Alexander G., Bailey J. Investments. Translated from English. M.: INFRA-M, 1998. P. 11.), i.e. companies whose main activity is the investment process; investing money in other companies is their production activity. Such investors include banks, various types of investment funds, and investment companies.

As practice shows in developed investment markets, few people invest at their own risk. Most people have neither the skills, nor the time, nor the desire for this. However, there are people who invest personally in any market and make their own decisions about purchasing certain securities.

Most private investors use the services of institutional investors. A classic example is mutual funds. A private investor buys shares of the fund, the fund invests this money in some assets, professional managers manage the fund’s portfolio, the fund receives a profit and shares it with the investor: joint stock fund- in the form of dividends, and share capital - in the form of an increase in the value of the fund’s property. It is important that private investor trusted the fund and believed that it would be able to get maximum profit.

IN Russian practice institutional investors are primarily banks, secondly (and now quite insignificant) - investment funds. Mutual investment funds also fall into this category.

Regarding corporate investors, then it should be noted that there is no shortage of corporations in Russia. Industrial enterprises a huge number and in total they have quite large working capital which they would like to preserve and increase. But business leaders faced a problem. On the one hand, they themselves cannot ensure effective investment of funds, because there are no specialists, no financial management. At the same time, the market infrastructure is extremely poorly developed and the risk is so high that it practically does not allow the use of funds withdrawn from production circulation for investment. Investing money in bank deposits at a fixed interest rate does not protect against inflation. And the only real opportunity for enterprises to invest free funds before August 17, 1998 was the GKO market.

Individual investors manage their own funds in their own financial interests. An individual investor is only interested in ensuring that his free money brings him profit, which will become a source of income upon retirement or provide financial stability to his family today. We can say that individuals are the main investors for most countries of the world, and for Russia in particular for two reasons. Firstly, the main circle of investors who invested their funds in shares of joint-stock companies (as a result of the privatization of enterprises) are individuals, employees of these enterprises. Thus, in the Komi Republic, at the end of the period of active privatization, individuals accounted for 70% of the shares of joint-stock companies in the forestry and energy industries, 31% of the shares of joint-stock companies coal industry and 37% shares of joint stock companies oil industry 11 Shikhverdiev A.P. Komi is a republic of coal miners, oil workers, foresters and financiers // Magazine “Securities Market. 1997 No. 13. P.140-145.. Of course today the situation is different. Secondly, having huge savings, Russian citizens have not yet become accomplices in the investment process. According to experts, the population of Russia has about 70 billion dollars in hand.

In Russia, an extremely unpleasant story happened with private investors. During voucher privatization, the illusion was sown in the mass consciousness that any private investor is capable of making decisions about investing their funds independently. This illusion was further fueled by the introduction of the free voucher. The advertisement convinced people that this piece of paper could be a serious investment that could bring significant dividends. And people rushed to place bets. It started with free vouchers and ended with depositing your hard-earned money. The activities of check investment funds ended in failure for a number of fairly obvious reasons.

In Russia, people, even the most qualified, the most educated at the beginning transition period there was no experience in the securities market, which led to the incredible growth of “financial” pyramids. Of course, this growth also had objective reasons: inflation, lack of alternative options for saving savings, lack of proper government regulation the process of capitalization of household savings. But the main thing was that the state failed to use the savings of the population to develop the economy. People believed any promises simply out of despair. But voucher propaganda has taught people the idea that they can make their own decisions about certain investments, which can be called the illusion of competence. Fraudsters took advantage of this and disguised their tricks as securities transactions.

Private investors are practically not included in the investment process. There are both objective and subjective reasons for this. Objective ones are a drop in income and standard of living, which is why people think more not about investments, but about real assets. If you have free money, then it is better to buy the product. High inflation teaches you to think this way, and under the circumstances this is quite reasonable behavior.

The subjective side consists of the population’s distrust of any investments in general: everything called securities and the word “investment,” in particular, distrust of all kinds of intermediaries who operate in this market. In general, people are left with a huge (nationwide) amount of money in their hands.

During the period from 1992 to August 1998, dynamic development was observed various types professional stock market participants who are subjects of the securities market. To date, in terms of the number and level of specialization of stock market structures, Russia is comparable to countries with highly developed stock markets. The main groups of such structures include: commercial banks, brokerage firms, investment funds various types, as well as infrastructure organizations (registrars, settlement and clearing organizations, depositories, stock exchanges and other trading systems).

Unlike other subjects of the securities market, the activities of professional participants in the securities market are regulated by special regulations of the Russian Federation. This is necessary, since the entire process from issue to circulation of securities passes through them, which is important from the point of view of ensuring economic security both professional participants themselves and other market participants.

The Federal Law “On the Securities Market” establishes types of professional activities that have developed in practice, but before the Law came into force did not have a clear basis. legal basis. The law identifies the following main types of professional activities in the securities market:

brokerage activity consists of carrying out civil legal transactions with securities on behalf and at the expense of the client (including the issuer of issue-grade securities when they are placed) or on one’s own behalf and at the expense of the client on the basis of reimbursable agreements with the client. A professional participant in the securities market who carries out brokerage activities is called a broker;

dealer activity consists of carrying out 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;

securities management activities. This is the implementation by a legal entity on its own behalf for a fee for a certain period of trust management of the following transferred into its possession and owned by another person in the interests of this person or third parties specified by this person: securities; funds intended for investment in securities; cash and securities received in the process of securities management. A professional participant in the securities market who carries out securities management activities is called a manager;

activities to determine mutual obligations (clearing activities). Represents the activity of determining mutual obligations (collecting, reconciling, adjusting information on transactions with securities and preparing accounting documents for them) and their offset for the supply of securities and settlements on them;

depository activities represents the provision of services for the storage of securities certificates and/or accounting and transfer of rights to securities. A professional participant in the securities market carrying out depository activities is called a depository. Only a legal entity can be a depositary;

register maintenance activities security holders, includes the collection, recording, processing, storage and provision of data that makes up the system for maintaining the register of securities holders. Only legal entities have the right to engage in register maintenance activities. Persons carrying out activities to maintain the register are called register holders (registrars);

trade organization activities in the securities market includes the provision of services that directly facilitate the conclusion of civil transactions with securities between participants in the securities market. A professional participant in the securities market who carries out activities to organize trading on the securities market is called an organizer of trading on the securities market. Trade organization activities can be carried out stock exchanges, as well as stock departments of commodity and currency exchanges.

All types of professional activities in the securities market are carried out on the basis of licenses issued Federal authority executive power for the securities market or authorized bodies on the basis of a general license. Currently, the federal executive body is the Federal Service for Financial Markets (FSFM), the former Federal Commission for the Securities Market (FCSM).

In the process of carrying out professional activities in the securities market, persons carrying out such activities are obliged to comply with the mandatory sufficiency standards established in accordance with the legislation own funds and other indicators and requirements limiting risks in transactions with securities.

However, it should be noted that due to the lack of effective state regulation of the securities market in the Russian Federation, it is professional participants in the securities market that are the main violators of the rights of shareholders and investors. For example, it was the registrar, as a professional participant in the securities market, that became the reason for the violation of the rights of shareholders at one of the largest mines in Russia, OJSC Vorgashorskaya Mine (Vorkuta, Komi Republic).

The objects of the securities market are all types of securities traded on this market in a given period. Today, in accordance with the Civil Code of the Russian Federation, the following are recognized as securities: government bond, bond, bill, check, depositary and savings certificate, banking savings book bearer, bill of lading, share, privatization securities, housing certificates, derivative securities (issuer option)

Certain types of securities may appear on the basis of decisions of the Federal Commission for the Securities Market, which, in accordance with Article 44 Federal Law“On the Securities Market” has the right to qualify securities and determine their types in accordance with the legislation of the Russian Federation.

Among the above-mentioned securities market objects, stocks and bonds are mainly used to attract investments. Therefore, we will briefly consider their qualitative characteristics.

Promotion. The Federal Law “On the Securities Market” defines a share as: “an issue-grade security that secures the rights of the owner (shareholder) to receive a portion of the profit joint stock company in the form of dividends, for participation in the management of the joint-stock company and for part of the property remaining after its liquidation. A share is a registered security.”

Until December 8, 1994 - the moment Chapter 4 of the Civil Code of the Russian Federation came into force - the definition of a share was contained in clause 43 of the Regulations on Joint Stock Companies (as amended by Resolution of the Government of the Russian Federation of April 15, 1992 N 255), approved by the Resolution of the Council of Ministers of the RSFSR dated 25 December 1990 N 601, which stated that: “A share is a security issued by a joint-stock company and certifying ownership of a share in the authorized capital of the company.”

This definition assumed a share as a security certifying the proprietary right of the shareholder. The Civil Code of the Russian Federation, which came into force on December 8, 1994, in Chapter 4, excluded the possibility of defining a share in this way, since a joint-stock company is one of the types of business company according to the Civil Code of the Russian Federation of 1994, and the property contributed to the authorized capital of a business company, in in accordance with Part 3 of Art. 213 of the Civil Code of the Russian Federation, Part 1 of Article 48 of the Civil Code of the Russian Federation is the property of a legal entity. The founders and participants who formed the authorized capital have in relation to a legal entity - a joint-stock company as one of the types of business entities - only obligatory, but not real rights, one of the types of which is the right of ownership.

It seems that the description of a share as a type of security is given more successfully in the above-mentioned resolution of the Council of Ministers of the RSFSR dated December 25, 1990. No. 601.

Shares certify the obligatory rights of shareholders in relation to the company. This rule, which determines not the proprietary, as we indicated earlier, but the obligatory order of relations, is enshrined in the Civil Code of the Russian Federation and Article 2 of the Federal Law “On Joint-Stock Companies”.

Shares can only be issued by joint stock companies. The basic rules regarding the issue and legal regime of shares are contained in the Law of the Russian Federation “On Joint-Stock Companies” and the Law of the Russian Federation “On the Securities Market”.

Shares in the aggregate of their par value represent the authorized capital of this joint stock company, which determines minimum size property of the company, guaranteeing the interests of its creditors.

All shares issued by joint stock companies can be divided into voting and non-voting shares. This division follows from the Federal Law of the Russian Federation “On Joint Stock Companies”. A voting share, in accordance with paragraph 1 of Article 49 of this Law, is an ordinary share or a preferred share that gives the shareholder - its owner the right to vote when resolving an issue put to vote.

A joint stock company can issue ordinary and preferred shares. These types of shares provide shareholders - their owners - with varying amounts of rights.

Thus, owners of ordinary shares have the rights:

• 1. To participate in general meetings of shareholders with the right to vote on all issues within its competence. This is very important because the highest governing body of a joint stock company is the meeting of shareholders.
• 2. To receive dividends.
• 3. To receive part of the property of the joint-stock company in the event of liquidation.
• 4. Preemptive right acquisition of voting shares and other securities of the company convertible into shares in the event of their placement through an open subscription with payment in cash.
• 5. To submit proposals to the agenda of the annual general meeting of shareholders of the company.
• 6. Requirements from the board of directors to hold an extraordinary general meeting of shareholders of the company, and in case of refusal to do so, you have the right to convene such a meeting.
• 7. To file a claim in court against a member of the board of directors, the sole executive body, a member of the collegial executive body of the joint-stock company, as well as the manager for compensation for losses caused to the company.
• 8. To nominate candidates to the board of directors and audit commission society.
• 9. To submit to the audit commission of the joint-stock company a requirement for an extraordinary audit of the financial and economic activities of the company, etc.

It should be noted that among the above rights, certain rights are granted or not granted to the owner or owners of ordinary voting shares depending on the size of the shareholding. For example, if you have less than 10% of the voting shares of a company, then you do not have the right to submit a request to the board of directors of the joint-stock company to convene an extraordinary general meeting.

A preferred share does not provide voting rights, unless otherwise provided in the company's Charter (and in some cases not directly provided for by law), but brings a fixed dividend and has an advantage over ordinary shares when distributing profits and liquidating the company.

In case of insufficient profit, payment of dividends on preferred shares is made at the expense of reserve fund, in cases where the amount of dividends paid to shareholders on common shares exceeds the amount of payments due on preferred shares, holders of these shares may be paid in addition to the amount of dividends paid to other shareholders. Preferred shares cannot be issued in an amount exceeding 25% of the authorized capital.

Owners of preferred shares have the right:

• 1. To receive dividends.
• 2. To receive the liquidation value of preferred shares in the event of liquidation of the joint stock company.

It should be noted that the company's charter must determine the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares, and the amount of the dividend and the liquidation value are determined in a fixed amount monetary amount or as a percentage of the par value of preferred shares.

Shareholders - owners of preferred shares of the company do not have voting rights (which means they do not take part in the management of the company) on general meeting shareholders (except for certain cases provided for by the legislation on joint stock companies).

Topic 1. Concept, structure and participants of the securities market

1.7. Subjects of the securities market

The subjects of the securities market are:

Issuers,

Private and institutional investors,

Professional participants of the RCB,

Self-regulatory organizations of professional participants of the securities market,

State bodies regulating securities market.

Issuer- a legal entity or government body that issues securities and bears, on its own behalf, an obligation on them to the holders.

Investor- a legal entity or individual purchasing securities on its own behalf and at its own expense.

Institutional Investor- an organization that, by the nature of its activities, has a significant balance of temporarily free cash resources that are invested in securities:

Insurance companies;

Pension funds;

Charitable foundations;

Investment companies;

Investment funds.

Professional participants RCBs are: financial brokers, dealers, depositories, registrars, settlement (clearing) organizations, trustees, trade organizers.

Self-regulatory organization of professional participants of the securities market is membership based non-profit organization, created by professional participants of the Republican Securities Market and operating on the basis of a license.

The goals of the self-regulatory organization are:

Development and improvement of the system of functional regulation of the securities market;

Establishment of rules and standards for conducting transactions with securities, ensuring effective activities at the Securities Exchange;

Exercising control and supervision over the activities of professional participants of the securities market;

Protecting the interests of security holders and clients of professional participants of the securities market who are members of a self-regulatory organization;

Raising standards of professional activity at the RCB, including standards of professional ethics;

Providing conditions for professional activity at the RCB.

The number of members of a self-regulatory organization must be at least ten. Self-regulatory organizations operate on the basis of licenses. The license specifies the type of professional activity carried out by members of this self-regulatory organization.

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