The dynamism of the processes taking place in the field of stock and exchange activities is considered to be the reason that the legal framework in this segment is rapidly changing. As the main normative document regulating the functioning of the domestic stock market, Federal Law No. 39-FZ "On the Securities Market" is undergoing constant revision. Over the past three years, the number of requests from the legislator to this legal act for amendments and additions was 14.
To make decisions related to the management of an investment portfolio, participants in securities trading need to promptly monitor the appearance of any amendments to the provisions and requirements contained in this law.
The regulation of legal relations in the Russian financial market is established by a number of regulations. The fundamental law among them is the Federal Law No. 39-FZ "On the Securities Market". Having entered into force on 25.04.1996, it replaced the Regulations on the Issue and Circulation of Securities and Stock Exchanges in the RSFSR.
First of all, the law on the securities market defines the concept of the owner of shares in the financial market, lists the features and rights of participants in trading. Further, it sets out the requirements for the governing bodies and employees of professional participants in the sphere of securities circulation.
Section 3 is devoted to the issue and the order of circulation of valuable documents. Separate chapters cover the issues of information support of the process of circulation of shares and other expensive documents, the application of sanctions for illegal transactions with them. The role and place of the Central Bank of Russia in exercising control over financial markets are assigned special chapters of the 5th section.
The norms of the law in terms of brokerage, the work of the depository, the maintenance of the register of securities, etc. are mostly related to professional participants in exchange trading. It is important for ordinary investors to study the standards set out in FZ 39, as well as the rules of state regulation of the securities market.
The law contains 53 articles, grouped into 13 chapters in 6 sections. Today, the latest edition of 23.07.2018 is relevant, with additions made by two normative acts: No. 75-FZ of 18.04.2018 and No. 90-FZ of 23.04.2018. It is possible that there will be more adjustments in the near future. The fact is that the law on insider trading, adopted on July 26, 2018, clarified some rules for countering market manipulation. In particular, additional requirements are imposed on professional participants in the securities market, whose employees receive insider information from clients on a regular basis. Be that as it may, any amendment to the law on the RTS is aimed at promoting the development of the financial market.
Legislative innovations regarding the issue and the procedure for working with securities are as follows:
1. The concept of bonds has been clarified and consolidated in the third part of Article 2;
2. A new type of it was put into effect - a structural bond;
3. Additional article 27.1-1 defines the specifics of the issue and circulation of new equity securities;
4. The circle of investors who have the right to purchase them has been expanded. Clause 13.1 of Article 44 provides for a special procedure for the sale of these debt securities to individuals who are not individual entrepreneurs and qualified investors.
Structural bonds are interesting because, in comparison with classic bonds and bank deposits, they have a higher yield. The amount of payments on them may be less than the face value. Early redemption of bonds by decision of the issuer is prohibited. In addition to cash, payments are provided in the form of other property. In view of the fact that the securities market has recently been showing a downward trend in discounts and interest rates, the newly introduced bond can be viewed as an alternative to conventional bonds or deposits.
With regard to the legal status of such a participant in the securities market as specialized financial companies, significant amendments have been made to 39-FZ:
1. The editions of Articles 15.1 and 15.4 and the addition of Article 42 with Clause 26 provide an expanded interpretation of the civil rights and obligations of specialized financial companies. In particular, the obligations arising from such a company to third parties relate not only to work with bonds, but also to ensure its activities;
2. In addition to credit institutions, dealers and brokers, other issuers of securities have been identified. Sub-clause 1.2 of clause 2 of Article 51.2 establishes that they are those specialized financial companies "which, in accordance with the goals and subject of their activities, are entitled to issue structural bonds";
3. The introduction of amendments to Article 15.1 is related to the clarification of the goals and scope of activities of specialized financial companies.
Since the relations that arise during the issue and circulation of equity securities are very multifaceted, the editing of 39-FZ securities is an almost permanent process. So, by the end of this year, the following will happen:
- amendments to the regulation of structured bonds and clarification of the legal status of specialized financial companies adopted by Federal Law No. 75-FZ dated April 18, 2018, will enter into force on October 16, 2018;
- From 21.12.2018, amendments to investment consulting activities introduced by Federal Law No. 397-FZ of 20.12.2017 will come into effect.
However, it will be possible to assess the overall effectiveness of the Federal Law No. 39-FZ "On the Securities Market" in the new edition not immediately, but only after a certain period of time.
