Stock. An issuance security is a document for the exercise of rights, issued in series, fixing the right of its owner to
Issued bond security fixing the right of its owner to receive from the issuer of the bond within the term provided for in it its face value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. Bond income is interest and or discount Art. Bonds are issued for a fixed period in order to attract additional financial resources.
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Lecture #2-3
Types of securities
Let us dwell in more detail on the most widely used in Russian economy securities.
1. Promotion issuance security that secures the rights of its owner (shareholder) to receive part of the profit joint-stock company in the form of dividends, for participation in the management of a joint-stock company and for a part of the property remaining after its liquidation (Article 2 of the Law "On the Securities Market"). Only joint-stock companies have the right to issue shares. Earnings per share, which is generated from the profits of the joint-stock company (or other issuer) that issued the shares, is a dividend.
A share as a security has a number of characteristic properties that are unique to it. They are the following:
* share is a title of ownership, i.e. the owner of the share is the owner of the joint-stock company;
* the share has no circulation period, i.e., it is unlimited, it is limited by the period of existence of the joint-stock company;
* Shares may be split and consolidated. During splitting (split), the number of shares increases (one share turns into several), their nominal value decreases with the same amount of authorized capital. During consolidation, the number of shares decreases, the nominal value increases, and the size of the authorized capital does not change;
* the share is characterized by limited liability, since the shareholder is not liable for the obligations of the joint-stock company itself;
* the share is characterized by indivisibility, i.e. joint ownership of a share is not associated with the division of rights between the owners, they act together as one person;
* the owner of the share has the right to withdraw his part from the total capital of the joint-stock company by selling, transferring it to the legislative
way their shares.
The practice of attracting financial resources to joint-stock companies has developed a large number of varieties of shares that satisfy the most diverse needs of investors. Shares differ depending on the issuer, the method of registration of shareholder rights, investment qualities, etc.
Depending on the subjects among which the shares are distributed, there are: shares labor collective, shares of an enterprise, shares of a joint-stock company. Shares of the labor collective are distributed only among employees this enterprise, the company's shares are also distributed among other legal entities. They do not give their holder the right to participate in the management of the enterprise and are only a means of mobilizing additional financial resources. Shares of a joint-stock company are distributed among shareholders, i.e. co-owners of this company.
Depending on the method of exercising the rights of a shareholder, the shares of a joint-stock company are ordinary and preferred. Ordinary shares give the right to participate in the management of a joint-stock company (1 share = 1 vote when resolving issues at a shareholders' meeting). 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 stake should be 50% of all issued ordinary shares plus 1 share. Practically less. Dividends on these shares are paid after the payment of dividends on preferred shares.
Preferred shares do not give the right to vote at the general meeting of shareholders (with the exception of decisions on the reorganization and liquidation of the company), but they bring a constant (fixed) income, the amount of which is established when the shares are issued. These shares have an advantage over ordinary shares in the distribution of profits and liquidation of the company. If there is a shortage of profit, dividends on preferred shares are paid out of the company's reserve fund, and in case of a shortage of funds for the payment of dividends on ordinary shares, they are not paid. Preferred shares may be issued in the form of convertible shares, i.e. shares that can be exchanged at the request of the owner for ordinary shares of the same issuer. According to the Law of the Russian Federation "On Joint Stock Companies", the nominal value of preferred shares should not exceed 25% of the authorized capital of the company.
According to the order of ownership, securities are: registered and bearer. According to the Law "On the Securities Market" (Article 2) and the Law "On Joint Stock Companies", shares are registered securities. Registered share is a security, the name of the owner of which is indicated on its letterhead and (or) in the register of owners. It can be transferred to another person through a cession, only through notarial registration or brokerage houses, banks. Owners of registered shares are registered in the register of shareholders.
Depending on the stage of issuing shares into circulation and their payment, the following types of shares are distinguished: declared, placed and paid. Declared shares is the maximum number of shares of the corresponding type that can be issued by the enterprise in addition to the shares already placed. The number of authorized shares is not related to the size of the authorized capital and may be more or less than its value. This number is fixed in the charter of the joint-stock company or adopted by the decision of the general meeting of shareholders by a majority vote. Outstanding shares are shares that are purchased by shareholders. Paid-in shares are shares for which their owner has made 100% payment and the funds have been credited to the account of the joint-stock company. Not all outstanding shares are paid-up, as payment by installments may be provided for. At least 50% of the company's shares distributed upon its establishment must be paid up within three months from the date of state registration society, and the rest within a year from the date of registration.
Depending on the form of issue, shares are: documentary (blank, in the form of separate documents) and non-documentary (blank or non-cash, in the form of entries on personal accounts with the registrar and on depo accounts with the depository). The decision on the form of issue is made by the issuer. At present, less and less shares are issued in documentary form, more and more often this form is replaced by records of the relevant data in the computer's memory, and a share certificate is issued to shareholders.
2. Bond - issuance security that secures the right of its owner to receive a bond from the issuer within the period specified in it of its nominal value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. Bond income is interest and/or discount (Article 2 of the Law "On the Securities Market", Article 816 of the Civil Code of the Russian Federation).
Bonds are issued for a certain period in order to attract additional financial resources. Unlike shares, bonds do not give the right to participate in the management of a joint-stock company to their owners, but they have a number of advantages. A bond is a security that:
1) expresses loan, debt relations between the bondholder and the issuer;
2) brings a guaranteed income;
3) independently circulates on the stock market until its redemption by the issuer and has its own exchange rate;
4) has the properties of liquidity, reliability, profitability and other investment qualities;
5) has a priority compared to a share in receiving income, the payment of income on them is made in priority order in comparison with the payment of dividends on shares;
6) gives the owner the right to priority satisfaction of his claims in comparison with the shareholder in the liquidation of the enterprise;
7) investing in government bonds gives certain tax benefits.
Issuers issue bonds various kinds and types. Depending on what classification feature underlies the grouping, several types of bonds can be distinguished.
Depending on the realization of the owner's rights, bonds can be registered and bearer.
Depending on the method of collateral, bonds are classified as secured and unsecured. Secured bonds are issued against the security of specific property, land or securities owned by the issuer. Unsecured bonds are debt obligations that are not secured by any collateral.
According to the presence of a conversion privilege, convertible and non-convertible bonds are distinguished. Convertible bonds give the holder the right to exchange them for ordinary shares of the same issuer. Non-convertible bonds do not give such a right.
According to the type of yield, interest-bearing, interest-free bonds, bonds with a zero coupon (bonds of winning loans) are distinguished. Interest-free (discount) bonds are sold at a discount at a price below face value. Income on interest-bearing (coupon) bonds is paid by paying coupons for bonds. 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 are indicated on the coupon, so the coupon is main characteristic bonds. The interest paid can be fixed or floating. The yield on winning bonds is presented in terms of the good or service for which they were issued.
Depending on the term of the bond, there are bonds with a specified maturity date and without a fixed maturity date. Bonds with a specified maturity date are divided into short-term term up to 1 year, medium-term term up to 5 years, long-term term from 5 to 30 years. Bonds without a fixed maturity date are divided into returnable bonds issued by the issuer before the end of the term, with the payment of a bonus to the holder for lost material opportunities; extendable bonds the holder has the right to exchange them for more
long-term bonds of the same value and with a higher percentage of payments; Contracting Bonds The holder has the right to present their bonds for redemption at face value before the maturity date of the loan.
Depending on the issuer, corporate bonds and state bonds are distinguished. State bonds are divided into federal bonds issued on behalf of the Russian Federation, and municipal bonds issued on behalf of the municipality of the city, district. The state issues the following bonds: bonds of the state republican internal loan RSFSR 1991 GDO (long-term); government short-term zero-coupon GKO bonds; internal currency loan; bonds federal loan; gold federal loan bonds; bonds of the Russian Internal
loan in 1992, etc.
Corporate bonds are issued to attract additional financial resources. Bonds of internal state and municipal loans are issued to bearer; corporate bonds both nominal and bearer.
The bond has basic characteristics face value, rate, point, coupon, discount, etc. Payment on bonds is made by accruing interest to the face value. An investor, having a bond, knows in advance how much money he will receive on it by a certain time. Knowing the face value is also necessary in order to determine the current bond rate, since this security is quoted as a percentage of its face value (ie, the amount indicated on the bonds). The bond rate is determined as a percentage and the content certain types securities to face value by dividing the market price of the bond by the face value of the bond.
The total income from a bond consists of the following elements: 1) periodically paid interest (coupon income); 2) change in the value of the bond for the corresponding period; 3) income from the reinvestment of interest received.
3. Promissory note a security certifying an unconditional monetary obligation of the drawer to pay at maturity a certain amount money to the owner of the bill (the holder of the bill). A bill can be: simple and transferable (Law of the Russian Federation “On transferable and promissory notes” dated March 11, 1997 No. 48-FZ).
The bill has a number of significant features:
* abstractness;
* indisputability;
* negotiability;
* Monetary;
* the right to protest;
* joint responsibility.
The types of bills of exchange are quite diverse and differ depending on the issuers, the maturity period, the order of ownership, etc.
Depending on the entity making the payment of the bill of exchange, bills are divided into simple and transferable. Simple (solo-bill) obligation of the debtor to pay a certain amount of money on time to the recipient of money or, at his order, to any other person who presented the bill for payment. A promissory note is issued by the payer (debtor) himself. A bill of exchange (draft) is issued and signed by the creditor (drawer) and is an order from the creditor (drawer) to the debtor (drawee) to pay a certain amount of money to a third party (remittent - the first holder of the bill) or bearer within a specified period. According to the bill of exchange, the debtor becomes the payer.
According to the issuer principle, public and private bills are distinguished. Government bills are debt obligations issued by the government of the country through the mediation of the Central Bank of Russia and the Ministry of Finance of the Russian Federation. Municipal bills of exchange are issued by the administrations of the constituent entities of the Federation and local administrations. Private bills include bills issued by corporations, financial groups, commercial banks. Bank bills are issued by banks (usually at a discount). Corporate bills of exchange are used to formalize credit obligations and are issued by business entities.
According to the order of ownership, there are: registered bills and bearer bills.
Depending on the income received, the bills are divided into discount ones imply a discount (the difference between the purchase price and the redemption price (face value) of the bill); Interest involves receiving interest.
Depending on the territory in which the bills are circulating, they can be divided into local ones, which can only be circulated in a certain territory; national, which circulate on the territory of the state; international. Domestic and foreign bills can also be distinguished.
According to the guarantee of payment, bills are divided into avalized (guaranteed) and non-avalized (non-guaranteed). Guaranteed bills are marked with a bill of exchange guarantee, a guarantee of banks and credit institutions - aval.
4. Deposit and savings certificates
Deposit and savings certificates can be issued in a single order and in series; both nominal and bearer; interest and discount.
The following interest payment methods can be established for interest certificates: fixed interest rate, fluctuating interest rate, the value of which is tied to some financial indicator (refinancing rate, GKO profitability estimate). Initial placement of discount certificates is carried out at prices below face value, the interest is paid as the difference between the face value and the redemption price.
Deposit and savings certificates are circulated by assignment of rights of claim (cession). The assignment of the right to claim to the bearer is carried out by simply handing the certificate to the new owner. As for the nominal certificate, the cession is issued on its reverse side.
5. Bill of lading this is a non-issued security issued by the carrier of sea cargo or his authorized representative to the owner of the cargo or his representative. A bill of lading is a transport document containing the terms of a contract of carriage by sea, certifying the fact of acceptance of the cargo for shipment, giving the right of disposal and the right of ownership of the holder of the bill of lading to the cargo, the right of the holder of the bill of lading to own and dispose of it.
A bill of lading is issued for any cargo, regardless of how the transportation is carried out: with the provision of the entire ship, separate ship premises, without such a condition.
The legal acts governing the issuance and content of a bill of lading are: the International Convention for the Unification of Certain Rules Concerning Bills of Lading of 1921 (The Hague Rules); Brussels Protocol 1968 Revising the Hague Bills of Lading Rules 1921 (The Hague-Visby Rules); UN Convention on the Carriage of Goods by Sea, 1978 (Hamburg Rules); Merchant Shipping Code of the Russian Federation dated March 31, 1999
The bill of lading is drawn up on the basis of a loading order signed by the consignor of the cargo, who sends the export order to the port with the necessary details. The bill of lading shall indicate the language in which the text of the bill of lading is printed, bilingual execution of the bill of lading is possible. Usually a bill of lading is a printed form. A bill of lading is a document standard form accepted in international practice for the carriage of goods.
Bills of lading are drawn up in triplicate with the same content and date: one for the consignor, the second for the consignee, the third for the carrier. All copies of the bill of lading are originals, as evidenced by the stamp "original" on them. In some cases, the serial number of the original is indicated first, second, third. The bill of lading indicates the number of originals drawn up, however, only one of them can be a document of title. If goods are issued for one of them, then the rest become invalid. Copies of the bill of lading are printed on paper other than
from the original, or have a stamp "copy".
Depending on whether the bill of lading includes insurance
policy, allocate an insured bill of lading. An insured bill of lading is a combination of a transport document with an insurance policy and serves as proof of both the acceptance of goods for transportation,
and his insurance. It is usually used in the transport of goods in containers.
There are also the following types of bills of lading.
Shared bill of lading an order to transfer a certain part of the cargo being transported at the port of destination to another person. It is used in the case of a partial sale by the consignee of the goods before
he took delivery.
Collective bill of lading a bill of lading for several goods intended for different consignees.
6. Warrant has two uses.
First, a warrant is a certificate that gives the holder the right to buy securities at a specified price for a specified period of time or indefinitely. Sometimes a warrant is offered along with a security as an incentive to buy it.
The following types of warrants can be distinguished (Fig. 2.4.7).
A share warrant is a certificate that gives its holder the right to buy a company's shares at a specified price within a specified period of time.
A subscription warrant is an instrument through which shareholders exercise their subscription rights or subscription privileges. It is issued by the corporation, which itself determines the number of shares that a shareholder can acquire, and the conditions for their acquisition in the event of an additional issue. A subscription warrant is legal evidence of ownership of subscription rights and is assignable to others. Its variation is an ex-warrant, a certificate certifying the shareholder's right to purchase new ordinary shares of the company at a reduced price prior to their public offering.
Depending on the form of existence, inseparable and detachable warrants are distinguished. A non-removable warrant is a long-term or perpetual security issued together with a bond or a preferred share and giving the right to purchase a certain number of ordinary shares of the same issuer, cannot be sold separately. A tear-off (movable) warrant is a warrant that can be sold separately from the securities to which it was originally attached.
Warrant bonds are a combination of an ordinary bond and a warrant to buy shares. Warrant bonds may or may not be able to separate the warrant from the bond. At the same time, the realization of a warrant does not mean the termination of the bond. Warrants allow you to issue bonds at a lower interest rate.
Dividend warrant a certificate of receipt of a warrant, an order to pay a dividend to a shareholder.
An interest warrant is an order by a corporation to pay interest due on its bonds and other securities.
An index warrant is an option on a stock index issued as
part of the issue of securities and guaranteed by the clearing house.
Currency warrants options included in securities issues and giving their holder the right to purchase from the issuer additional securities denominated in another currency. In this case, the coupon and the rate of securities are fixed at the time of the sale of the main issue.
A covered warrant is a warrant to buy or sell certain securities held in an investment firm's portfolio.
European warrant a warrant that is used only on certain days or periods.
Purchasing a warrant makes sense if the value of the shares is expected to increase by the time they are issued. Selling a warrant is one of the ways to place a new share issue. Warrants may be traded on an exchange.
Secondly, a warrant certificate of a goods warehouse on acceptance for
storage of certain goods. In this case, the warrant is a document of title and is used in the sale and pledge of goods.
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Question code: 2.1.89 An investment share grants the owner the following rights:
I. Share in the right of ownership of the property constituting the unit investment fund II. Ownership of property constituting a unit investment fund
III. The right to demand from management company proper trust management of a mutual fund
IV. Right to receive income (interest)
V. Right to receive monetary compensation upon termination of the agreement on trust management of a unit investment fund with all owners of investment units of this unit investment fund Answers:
A. I, III, V
B. II, IV, V
C. I, IV, V
D. II, III, IV
Question code: 2.1.90 The investment share of one mutual fund certifies: Answers:
A. The same share in the right of common ownership of the property constituting the unit investment fund, and the same rights
b. Different shares in the right of common ownership of the property constituting the mutual fund, but the same rights
C. The same share in the right of common ownership of the property constituting the unit investment fund, but different rights
D. Different shares in the right of common ownership of the property constituting the mutual fund and different rights
Question code: 2.1.91 Investment units can be issued as: Answers:
A. Documentary bearer securities
b. Registered documentary securities
C. Registered non-documentary securities
D. Undocumented bearer securities
Question code: 2.1.92 Restrictions on the circulation of investment shares can be set: Answers:
A. management company
b. release decision
C. federal law
D. Foundation Rules
Question code: 2.1.93 In cases where it is required to compile a list of holders of investment units, the depository, which in
in the register of holders, a nominee account is opened, is obliged to provide the person who maintains the register with the information necessary for compiling the list of holders of investment units, no later than:
A. One working day from the date of receipt of the relevant request
b. Two working days from the date of receipt of the relevant request
C. Five working days from the date of receipt of the relevant request
D. Seven working days from the date of receipt of the relevant request
Question code: 2.1.94 Mortgage coverage can be:
I. Claims secured by a mortgage for the return of the principal amount of the debt and (or) for the payment of interest under credit agreements and loan agreements, including those certified by mortgages;
II. Mortgage participation certificates certifying the share of their owners in the common ownership of other mortgage coverage;
III. Cash in the currency of the Russian Federation; IV. Cash in foreign currency;
V. Government securities;
VI. Real estate in cases stipulated by the Federal Law. Answers:
A. All but II
B. All but IV
C. All but VI
D. All of the above
Question code: 2.1.95 A mortgage participation certificate grants the owner the following rights:
I. Share in common ownership of mortgage coverage II. Ownership of mortgage coverage
III. The right to demand from the person who issued it proper trust management of mortgage coverage IV. The right to participate in trust management of mortgage coverage
V. Right to receive income from the trust management of mortgage coverage
VI. The right to receive funds received in fulfillment of obligations, the requirements for which constitute mortgage coverage Answers:
A. I, III, VI
B. II, IV, V
C. II, III, VI
D. I, IV, V
Issue code: 2.1.96 An issuance security that secures the right of its owner to purchase within the period specified in it
and/or upon the occurrence of the circumstances specified in it of a certain number of the issuer's shares at the price specified in this security, is:
A. Issuer option
b. Option contract
C. futures contract
D. forward contract
Question code: 2.1.97 Indicate the correct statements regarding the issuer's option:
I. Is an emissive security
II. Is a non-issued security
III. It is a derivatives market instrument that determines the rights to receive (transfer) property (including money, currency values and securities) or information on the condition that the option holder can unilaterally waive rights to it
IV. Secures the right of its owner to purchase within the stipulated period and / or upon the occurrence of the circumstances specified in this security a certain number of shares of the issuer at a price specified in this security
V. Is a registered security
VI. Is a bearer security Answers:
A. I, IV, V
B.III
C. II, VI
D.VI
Question code: 2.1.98 Indicate correct statements regarding the form of the issuer's option: Answers:
A. Documentary security to bearer
b. Order documentary security
C. Registered documentary security
D. Registered non-documentary security
Issue code: 2.1.99 An issuance security that establishes the right of its owner to receive a security from the issuer in
the period of its nominal value or other property equivalent provided for in it Answers:
A. Promissory note
B. Bond
D. Investment share
Question code: 2.1.100 What is the name of a bond on which no interest is paid, and the investor receives income from
the difference between the purchase price and the redemption of the bond at par. I. Coupon;
II. Discount couponless. Answers:
A. I
B.II
C. All of the above
D. Correct answer not specified
Question code: 2.1.101 Indicate the correct statements regarding the bond:
I. A bond is an emissive security
II. The bond is a non-issued security
III. The bond secures the right of its owner to receive from the issuer within the period provided for in it its face value or other property equivalent
IV. The bond secures the rights of its owner to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company
V. A bond may provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights
VI. The yield on a bond is interest and/or discount. VII. Bonds earn dividends
A. I, III, V, VI
B. II, IV, VII
C. I, IV, VII
D. I, IV
Question code: 2.1.102 In accordance with the Federal Law "On the Securities Market", the fulfillment of obligations under bonds can be ensured by:
I. Pledge II. forfeit
III. Withholding of the debtor's property IV. Guarantee
V. Bank guarantee VI. deposit
VII. State or municipal guarantee Answers:
A. Only I, IV, V, VII
B. Only II, III, VI
C. Only V, VII
D. Only I, IV, VI
Question code: 2.1.103 Indicate the correct provisions regarding the security of the bond
I. Only securities and immovable property can be pledged
II. The subject of pledge can be any thing, including money and securities, other property, including property rights
III. The period for which a bank guarantee is issued must exceed the date (expiration date) of the bond redemption by at least 6 months.
IV. The period for which a bank guarantee is issued may be equal to the maturity of bond V. Bonds secured by a mortgage must be placed before the state registration of the mortgage
VI. It is prohibited to place mortgage-backed bonds before the state registration of the mortgage Answers:
B. II, IV, V C. I, IV
Question code: 2.1.104 A mortgage-backed bond is: Answers:
A. A bond, the performance of obligations on which is secured in whole or in part by a pledge of mortgage coverage
b. A security that gives its owner the right to pay monetary obligations under an agreement with mortgage coverage
C. A bond, the fulfillment of obligations on which provides for the payment of income by real estate pledged by the issuer
D. A bond, the fulfillment of obligations under which provides for the payment of its nominal value by real estate pledged by the issuer
Question code: 2.1.105 Specify patterns that need to be taken into account by the borrower and lender in order to
determine the interest rate for using the loan?
I. The higher the credit rating, the higher the interest rate for using the loan II. The higher the credit rating, the lower the interest rate for using the loan
III. The more stable the policy of the state, the higher the interest rate for using the loan IV. The more stable the policy of the state, the lower the interest rate for using the loan
V. The higher the inflation rate in the country, the higher the interest rate that lenders will require for using the loan
VI. The higher the inflation rate in the country, the lower the interest rate that lenders will require for using the loan Answers:
A. I, III, V B. II, IV, VI C. I, IV, V
Question code: 2.1.106 Indicate the correct statements regarding the form of a corporate bond:
I. Documentary security to bearer; II. Order documentary security;
III. Registered documentary security;
IV. Registered non-documentary securities. Answers:
A.II
B.III
C. I and IV
D. I, III and IV
Question code: 2.1.107 Indicate the correct statement about a floating rate bond Answers:
A. The market price of a floating rate bond is less volatile than the market price of a fixed rate bond
b. The market price of a floating rate bond is more volatile than the market price of a fixed rate bond
C. The floating interest rate on the bond is continuously adjusted depending on the level of inflation
D. The market prices of a floating rate bond and a fixed rate bond move identically
Question code: 2.1.108 Indicate correct statements regarding the market prices of bonds with a fixed and floating interest rate
I. The market price of a bond with a fixed coupon rate does not change, since the coupon is a constant value throughout the life of the bond
II. The market price of a fixed-coupon bond varies with market interest rates.
III. The market price of a floating rate bond does not change because the coupon is adjusted
in depending on market interest rates
IV. The market price of a bond with a floating coupon rate is less volatile than the market price of a bond with a fixed coupon rate Answers:
A. I and III
B. II and III
C. I and IV
D. II and IV
Question code: 2.1.109 Check the incorrect statement regarding the state guarantee: Answers:
A. Securities issued by third parties, obligations under which are guaranteed by the Russian Federation, are not government securities
b. The period of the state guarantee is determined by the period of fulfillment of obligations on securities of third parties
C. The decision to secure the fulfillment of obligations under the securities of third parties is taken by the Government of the Russian Federation
D. The guarantor under the state guarantee is jointly and severally liable for the obligation guaranteed by him
Question code: 2.1.110 A document containing an unconditional obligation of the drawer to pay a certain amount of money in
a certain period of time to the holder is called: Answers:
A. Promissory note
b. bill of exchange
C. Draft
D. Rekta-bill
Question code: 2.1.111 What is the name of the guarantee of payment on a bill for any person obligated under it: Answers:
A. Acceptance
B. Allonge
C. Endorsement
D. Aval
Question code: 2.1.112 What is the drawer of a bill of exchange called? Answers:
A. Drawer
B. Drawer
C. Remittent
D. Avalist
Question code: 2.1.113 What is the payer of a bill of exchange called? Answers:
A. Drawer
B. Drawer
C. Remittent
D. Avalist
Question code: 2.1.114 What is the name of the holder of a bill of exchange: Answers:
A. Drawer
B. Drawer
C. Remittent
D. Avalist
Question code: 2.1.115 The absence of what details deprives the document of the force of a bill of exchange:
I. The name "bill" included in the text of the document itself and expressed in the language in which this document is drawn up
II. Payer's name
III. Specifying the due date
IV. Signature of the person who issues the bill (drawer)
V. Name of the person to whom or to whose order the payment is to be made VI. Indicate the date of drafting the bill
VII. Indication of the place of drawing up the bill
VIII. Indication of the place where the payment should be made Answers:
A. I, II, IV, V, VI
B. III, VII, VIII
C. I, II, III, VII, VIII
D. I, III, V, VII, VIII
Question code: 2.1.116 Mandatory details of a promissory note
I. The name "bill" included in the text itself and expressed in the language in which this document is drawn up
II. A simple and unconditional promise to pay a certain amount III. Specifying the due date
IV. Payer's name
V. Indication of the place where the payment is to be made
VI. Name of the person to whom or to whose order the payment is to be made VII. Dates of drafting a bill
VIII. Indication of the place of drawing up the bill
IX. Signature of the person who issues the document (drawer) Answers:
A. I, II, V, VI, VII, IX
B. III, IV, VIII
C. I, III, V, VII, IX
D. III, IV, V, VIII
Question code: 2.1.117 Indicate the correct statements regarding endorsement:
I. Endorsement must be simple and unconditional
II. The endorsement may be limited by the conditions indicated on supplementary sheet III. Partial endorsement is invalid
IV. The endorsement transfers all rights arising from the bill
V. The endorser has the right to transfer by endorsement a part of the rights, indicating them on the additional sheet VI. Crossed out endorsements are considered unwritten
VII. A bill of exchange is considered invalid if it contains crossed out endorsements Answers:
A. I, III, IV, VI
B. II, V, VII
C. I, IV, VII
D. None of the above
Question code: 2.1.118
A bill of exchange has the right to undertake:
I. Citizens of the Russian Federation
II. Legal entities of the Russian Federation
III. Russian Federation, subjects of the Russian Federation, urban, rural settlements and others municipalities only in cases specifically provided for by federal law IV. Foreign citizens
V. Foreign governments and international organizations Answers:
A. I, II, III
B. II, III, IV, V
C.II
D. I, II, III, IV, V
Question code: 2.1.119 Bills of exchange payable within a certain time from presentation must be presented for acceptance within:
A. One year from the date of issue
b. Three years from the moment when the person knew or should have known about the violation of his rights
C. Three months from the date of issue
D. 10 banking days
Issue code: 2.1.120 A bill of exchange can be issued for a period: I. Upon presentation
II. So much time from presentation
III. At so much time from the compilation of IV. On a certain day
V. Before any event occurs
VI. Successive due dates can be set Answers:
A. I, II, III, IV
B. I, II, III, IV, V, VI
C. I, II, III, V, VI
D. II, III, IV, V
Question code: 2.1.121 In accordance with the letter of the Central Bank of Russia “On banking operations with bills of exchange”, banks perform the following types of operations:
I. Accounting for bills
II. Issuance of demand loans on a special loan account secured by bills of exchange III. Acceptance of bills of exchange for collection to receive payments and to pay bills on time Answers:
A. Only I B. Only II
C. I and II only
D. All of the above
Question code: 2.1.122 Specify the correct sequence of actions for the collection of bills by banks
I. The holder of the bill presents the bill to the bank
II. The bank assumes responsibility upon presentation of the bill of exchange to the payer within the period specified by the holder of the bill in order to receive payment
III. Upon receipt of payment, the bill is returned to the debtor
IV. Upon receipt of payment, the bill is returned to the drawer
V. If payment is not received, the bill is returned to the creditor, but with a protest in non-payment Answers:
A. I, II, III, V
B. II, IV, V
C. I, II, IV
D. II, III, IV, V
Question code: 2.1.123 Specify signs of domiciliation of bills by the bank:
I. The bank is the payer of the bill
II. The bank acts as the payee of the bill of exchange
III. An external sign of a domiciled bill is the words "payment" or "payment in .... a bank" placed under the payer's signature
IV. An external sign of a domiciled bill is the indication of the word “domiciliated” in the name of the bill
V. The bank pays a domiciled bill of exchange if the payer has previously paid him the bill of exchange or if the client has a sufficient amount on his settlement (current) account and authorizes the bank to write off from his account the amount necessary to pay the bill
VI. The bank pays the domiciled bill of exchange from its own funds, which is then entitled to recover from the payer in the manner prescribed by Article 851 of the Civil Code of the Russian Federation Answers:
A. I, III, V
B. II, IV, VI
C. I, IV, V
D. II, III, VI
Question code: 2.1.124 The essence of bills accounting is as follows: Answers:
A. The holder of the bill transfers (sells) the bill of exchange to the bank by endorsement before the maturity date and receives the bill amount for this minus the early receipt of a certain percentage of this amount
b. The Bank collects and forms in writing information on promissory notes issued and received, as well as on promissory notes, indicating the name of the drawer (bill holder), payer, promissory note amount, maturity date
C. Bill accounting is a subsection of accounting
D. Accounting for promissory notes issued for an amount equal to or exceeding 600 thousand rubles is one of the programs implemented in order to counteract the legalization (laundering) of proceeds from crime and the financing of terrorism
Question code: 2.1.125 Income from operations with a bill of exchange, the issuance of which is based on loan relations, is recognized:
I. Amount of a bill of exchange on an interest-bearing bill II. Interest on a bill
III. Amount of a bill of exchange on an interest-free bill IV. Discount amount
A. II, IV
B. I, II, IV
C. I, III
D. All of the above
Question code: 2.1.126 An endorser may relieve himself of liability for payment of a bill of exchange by stipulating: Answers:
A. Not ordered
b. Turnover without costs
C. Pay Order
D. No turnover on me
Question code: 2.1.127 A mortgage certifies the following rights of its owner
I. The right to receive performance under a monetary obligation secured by a mortgage without presenting other evidence of the existence of this obligation
II. The right to pledge property encumbered with a mortgage
III. The right to receive part of the profits in the form of dividends
IV. The right to receive after the expiration of the established period the amount of the deposit and the interest stipulated in this security Answers:
A. I, II
B. II, III
C. I, IV
D. III, IV
Question code: 2.1.128 Mortgage is: Answers:
A. bearer securities
b. registered security
C. order security
D. Not a security
Question code: 2.1.129 Who issues the mortgage bond to the original pledgee? Answers:
A. Pledgor
b. The body carrying out the state registration of rights, before the state registration of the mortgage
C. The body carrying out the state registration of rights, after the state registration of the mortgage
D. The body that registers the rights to registered securities
Question code: 2.1.130 A security certifying the amount of the deposit made to the bank and the right of the depositor to receive
the expiration of the established period of the deposit amount and conditional interest is called: Answers:
A. savings book
B. Warrant
C. Bill of lading
D. Deposit (savings) certificate
Question code: 2.1.131 Drawing up and issuing a certificate of deposit confirms the conclusion of an agreement: Answers:
A. Storage
b. bank deposit
C. Depository
D. Trust management
Choose the correct judgments about securities and write down the numbers under which they are indicated.
1) Distinguish between registered and bearer securities.
2) A bill of exchange is a certificate of a cash deposit in a bank with the bank's obligation to return this deposit and interest on it after a specified period.
3) In accordance with the Civil Code of the Russian Federation, any document issued by the state is called a security.
4) A security that certifies ownership of a share in the capital of an enterprise and gives the right to receive part of the enterprise's profit is called a share.
5) The bond gives the owner the right to demand its redemption on time.
Explanation.
In Russian civil law, securities are classified according to the method of legitimation of the owner of the security (an authorized person) into bearer (bearer securities), registered, order (order). According to Russian legislation securities include:
A share (lat. actio - order) is a security that indicates the right to a share of ownership in the company's capital and the receipt of income (dividend). Ordinary shares. Preferred shares may impose restrictions on participation in management, and may also give additional management rights (not necessarily), but bring permanent (often fixed as a certain percentage of accounting net income or in absolute monetary terms) dividends.
A bill of exchange (from German Wechsel) is a strictly established form certifying an unconditional obligation of the drawer (a simple bill), or a proposal to another payer specified in the bill (transfer bill) to pay a certain amount of money upon the due date of the bill.
Bond (Latin obligatio - obligation; English bond - long-term, note - short-term) - issuance debt security, securing the right of its owner to receive from the issuer of the bond within the period stipulated in it its nominal value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. The yield on a bond is interest and/or discount.
A check (fr. chèque, eng. cheque) is a security containing an unconditional order of the drawer of the check to the bank to pay the amount indicated in it to the holder of the check. The drawer is a person who has cash in the bank, which he has the right to dispose of by issuing checks, the holder of the check - the person in whose favor the check is issued, the payer - the bank in which the funds of the drawer are located.
1) There are registered and bearer securities - yes, that's right.
2) A bill of exchange is a certificate of a cash deposit in a bank with the bank's obligation to return this deposit and interest on it after a specified period - no, that's not true.
3) In accordance with the Civil Code of the Russian Federation, any document issued by the state is called a security - no, it is not true.
4) A security that certifies ownership of a share in the capital of an enterprise and gives the right to receive part of the enterprise's profit is called a share - yes, that's right.
5) The bond gives the owner the right to demand its redemption on time - yes, that's right.
To corporate emissive securities, which form the basis of modern Russian market securities include:
Bonds;
Issuer options.
Stock is an issuance security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company 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. A share is a registered security.
The most important features of the action:
1. Shares may be issued only by joint-stock companies. Other persons are not entitled to issue them.
2. The share provides its owners with the following rights:
a) non-property rights - participation in the management of a joint-stock company and the right to receive information about its activities;
b) property rights - a dividend (part of the profit of a joint-stock company received by a shareholder in the distribution of profit remaining after taxation) and a liquidation quota in the event of termination of the joint-stock company's activities.
3. Availability of nominal value - the initial price at which a share is acquired by a shareholder in the process of establishing a joint-stock company. The par value of ordinary shares must be the same.
There are no requirements for the size and procedure for determining the par value of shares in the legislation. However, the nominal value of the shares is tied to the parameters of the authorized capital. According to Art. 25. Federal Law "On Joint Stock Companies" the authorized capital of a company is made up of the nominal value of the company's shares acquired by shareholders. The authorized capital of a company determines the minimum size of the company's property that guarantees the interests of its creditors, and when a company is established, all its shares must be placed among the founders.
In Art. 26. The Federal Law "On Joint Stock Companies" establishes the amount of the minimum authorized capital of an open joint stock company, which must be at least a thousand times the amount of the minimum wage established by federal law on the date of registration of the company.
4. The share has a market or market value.
The market value of a share or rate is the value of a transaction made on the market with certain shares at a certain time. The share price is a variable value, it can change every single specific period of time.
The main factors that determine the market value of shares are:
The increase in interest rates on deposits in commercial banks. If interest rates rise, then there is an overflow of money into banks and, as a result, the demand for shares decreases and their market value drops;
Indicators of industries in which investments are made. These indicators directly affect the expected profit and, as a result, the market value of the shares;
Own characteristics development of the company: competitiveness, creditworthiness, ease of circulation of shares on the stock exchange.
Attention to rights minority shareholders. In this case, the market value of shares may increase.
The normative classification of shares is carried out according to the following criteria:
According to the criterion scope of rights of owners shares are divided into:
- ordinary stock;
- preference shares.
Their legal status is disclosed in Art. 31.32 of the Federal Law "On Joint Stock Companies". Each ordinary share of the company provides the shareholder - its owner with the same amount of rights, namely, the owners of ordinary shares of the company can participate in the general meeting of shareholders with the right to vote on all issues of its competence, and also have the right to receive dividends, and in the event of liquidation of the company - the right to receiving part of his property. Ordinary shares may not be converted into other corporate securities.
Shareholders - owners of preferred shares of the company, according to general rule do not have the right to vote at the general meeting of shareholders. Preferred shares of a company of the same type provide shareholders - their owners with the same amount of rights and have the same nominal value.
The charter of the company must determine the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preferred shares of each type. The amount of the dividend and the liquidation value are determined in a fixed amount of money or as a percentage of the par value of preferred shares. The holders of preferred shares, for which the amount of the dividend is not determined, are entitled to receive dividends on an equal basis with the holders of ordinary shares.
The charter of the company may provide for the conversion of preferred shares of a certain type into ordinary shares or preferred shares of other types at the request of shareholders - their owners. The conversion of preference shares into bonds and other securities, with the exception of shares, is not allowed.
According to the criterion status shares are divided into:
- placed stock;
- announced stock.
According to the provisions of Art. 27 of the Federal Law "On Joint Stock Companies", outstanding shares are shares that are acquired by shareholders.
Declared shares are shares that the company has the right to place in addition to the placed shares. Their number, par value, categories (types) of shares must be determined by the charter of the company. In the absence of these provisions in the charter of the company, the company is not entitled to place additional (declared) shares.
According to the criterion fractions shares are divided into:
- fractional stock;
- whole stock.
In accordance with paragraph 3. Art. 25 of the Federal Law “On Joint Stock Companies”, a fractional share is a share that grants its owner the rights secured by a share of the corresponding category (type) in the amount corresponding to the part of the whole share that it constitutes. Here, the legislator establishes a closed list of cases when fractional shares can be formed:
When exercising the pre-emptive right to acquire shares sold by a shareholder of a closed company;
When exercising the pre-emptive right to acquire additional shares;
When consolidating shares, when the acquisition by a shareholder of a whole number of shares is impossible.
The second fundamental corporate emissive security is a bond.
Bond- this is an issuance security that secures the right of its owner to receive a bond from the issuer within the period specified in it of its nominal value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. The yield on a bond is interest and/or discount.
Corporate bonds allow issuers to receive the necessary investments for business development from an unlimited range of individuals and legal entities. For investors, corporate bonds are one of the financial instruments of the stock market, allowing them to transform their temporarily free cash resources into assets.
Bonds provide corporations with access to the so-called long money, bypassing bank loans, thereby diversifying their sources of long-term financing. economic growth. In addition, corporations issuing bonds cannot ignore the fact that bonds do not give their holders the right to participate in the affairs of corporations.
The Russian corporate bond market tends to grow. Yes, for 2013 Russian companies attracted almost 2 trillion. rub. by issuing bonds. This is 34% more than in 2012. However, most Russian corporate bonds, mainly due to high inflation, have short term for repayment, on average, it is one and a half to two years. Small and the volume of the Russian corporate securities market: 2 trillion. rub. in new placements, against over 40 trillion. rub., disposed by our banking system. Therefore, experts conclude that as the economic situation stabilizes, the corporate bond market in Russia will continue to grow.
Corporate bonds are classified according to the following criteria:
1. For the purpose of the bond issue corporate bonds are divided into:
Bonds issued to finance new investment projects;
- bonds issued to refinance the issuer's debt;
- bonds issued to finance activities not related to production activities issuer.
2. By criterion - term of circulation:
- short-term - up to 5 years;
- medium-term - from 5 to 15 years;
- long-term - over 15 years.
3. By criterion - possibility of conversion:
- non-convertible corporate bonds;
- convertible corporate bonds.
4. By criterion - repayment procedure corporate bonds are divided into:
- with a one-time maturity;
- maturing by series.
5. According to the criterion - ensure, the law distinguishes:
Corporate bonds with security;
- corporate bonds without security.
In accordance with the provision of Art. 27.2. Under the Federal Law “On the Securities Market”, secured bonds are recognized as bonds, the fulfillment of obligations on which is fully or partially secured by a pledge, surety, bank guarantee, state or municipal guarantee.
The third corporate emissive security is an issuer's option.
Issuer option - this is a registered issue security that secures the right, but not the obligation, of its owner to purchase a certain number of shares of the issuer of such an option at the price specified in the issuer's option within the period specified in it and / or upon the occurrence of the circumstances specified in it.
In world and domestic practice, corporate emissive securities - issuer options - have appeared as financial instruments for attracting qualified management and motivating their effective activities. The fact is that successful development Corporation in modern conditions largely depends on the degree of professionalism and motivation of people involved in its management. The ability of managers to effectively organize the company's activities and achieve its strategic goals has a significant impact on its financial performance and capitalization level.
An issuer option gives executives - managers the right to buy back a specific number of shares of the corporation after a certain period at a price set at the beginning of the program.
Since the successful development of a corporation significantly affects the market value of its shares, insofar as the use of the financial instrument in question makes it possible to combine the motivational effect of the material benefits received by managers - managers, option owners, who get the opportunity to purchase shares at a price less than the market price, due to the increase in the market value of the company's shares, with interests of shareholders - founders of the corporation.
For example, according to the received option, the top manager in 5 years has the right to buy the company's shares at the price agreed in the option at this point in time - 200 rubles. If the shares rise in price within a specified period of time (for example, from 200 rubles to 300 rubles), the manager will be able to exercise his option - to buy shares at 200 rubles, and immediately sell them on the market for 300 rubles. A material incentive in the form of an option keeps many top managers in their companies, forcing them to work with greater returns. The benefit for the founders of the corporation is also obvious, because the capitalization of the company for this type of shares has increased by 100 rubles per share.
Legal status issuer option, regulated by the Federal Law "On the Securities Market" allows you to distinguish two types of options:
- urgent;
- fixed terms.
In the first case, the acquisition of a security is associated with the onset of a predetermined calendar date, which guarantees the employee the right to purchase company shares. This option is aimed primarily at attracting a highly qualified top manager.
The second type of option does not yet give its owner a 100% guarantee of the acquisition of shares. The fact is that this option stipulates that the corporation agrees to sell its shares only when circumstances favorable for it occur. For example, increasing sales, improving financial indicators up to certain parameters, or the implementation of a specific project. Therefore, a term option under conditions is aimed primarily at motivating effective work top managers.
The issuer's option belongs to the category of derivative securities, since it certifies the right of its owner to acquire other securities - shares. The option is exercised by converting it into shares at the request of the option holder. If the option holder fails to exercise his right to acquire the issuer's shares in the manner and within the timeframe stipulated by the decision to issue securities, then such options shall be canceled and the funds paid by the option holder shall not be refunded.
According to the requirements of Art. 2 of the Federal Law "On the Securities Market", the decision to place the issuer's options and the procedure for their placement are carried out in accordance with the rules for the placement of securities convertible into shares provided for by federal laws. These rules are currently federal laws“On Joint-Stock Companies” and “On the Securities Market”, “Regulations on Standards for the Issue of Securities, the Procedure for State Registration of an Issue (Additional Issue) of Equity Securities, State Registration of Reports on the Results of an Issue (Additional Issue) of Equity Securities and Registration of Prospectuses securities” approved by the Bank of Russia on August 11, 2014 N 428-P. Thus, the issuer is not entitled to place the issuer's options if the number of authorized shares of the issuer is less than the number of shares, the right to purchase of which is provided by such options.
The number of shares of a certain category (type), the right to acquire which is granted by the issuer's options, cannot exceed 5 percent of the shares of this category (type) placed as of the date of submission of documents for state registration of the issuer's option issue.
Placement of the issuer's options is possible only after full payment of the authorized capital of the joint-stock company.
The price of the issuer's option in case of a closed subscription is determined in the decision to issue the option. In some cases, issuer options are issued by a corporation as a free addendum when it sells its preferred shares.
The price of an issuer's option upon public offering on the stock market is determined in the same way as the price of any other issuable security. The market value of the issuer's option depends, on the one hand, on the difference existing at each point in time between the market price of the underlying share and its price fixed in the issuer's option. On the other hand, from the time remaining until the expiration of the issuer's option, or from investors' expectations regarding the dynamics of the market price of the underlying share in the future.
Option programs began to develop and be used in Russia relatively recently. Currently, they are used by such companies as SITRONICS, RusHydro, Polymetal, VimpelCom, MTS and others.
In the form of dividends, for participation in the management of joint-stock companies and for part of the property remaining after its liquidation.
Stock- a security, from the sum of nominal values of which the authorized capital is formed commercial organization, which, due to its given property, is usually called a joint-stock company.
By law, the share belongs to the group equity securities, i.e. mass-produced securities that do not differ in any way in this series, and not piece by piece, but at the same time, each issue must be registered according to certain rules by the appropriate state registration authority.
A share may be issued in the Russian Federation only in non-documentary (in the form of entries on accounts) form. In Russia, all shares are issued in registered form, bearer shares are absent in practice.
Share as a set of rights and obligations
Legal definition of a share
The law “On the Securities Market” defines a share as “an issuance security that secures the rights of its owner (shareholder) to receive part of the profit of a joint-stock company in the form of dividends, to participate in the management of a joint-stock company and to part of the property remaining after its liquidation.” Briefly, this legal understanding of a share can be formulated in such a way that it is a security endowed with the rights listed above.
The definition reflects the historically formed traditional set of rights of the owner of a share related to participation in management, receipt of income and receipt of part of the property of the organization in the event of its liquidation.
Rights of the shareholder
The owner of a share is a member of a joint-stock company, that is, a shareholder, and as such, he also acts as its owner. Hence, the owner of the share has two groups of rights:
- rights in relation to the person who issued the share, i.e. rights in relation to the joint-stock company, in the authorized capital of which its share is contained, or the rights of a shareholder;
- rights in relation to the share itself as a form of existence of the security, or the rights of the owner of the share as his property.
The right to participate in management as a specific right of the owner of the share. The right to a certain kind of income is inherent in all securities as contributions to the joint capital. But only one type of securities - shares - has the right of its owner to participate in management, which is usually also called the right to vote. Owners of other types of securities do not have rights related to the management of those organizations to which they provide their capital on certain conditions.
A share as a special type of security ceases to be a share, although it does not cease to be a security if it does not give rights to participate in management, primarily in the form of voting rights. We can say that it is the right to participate in management that turns a security into a share.
Stock is a security, the owner of which receives the rights to participate in the management of a commercial organization.
The owner of any income security has the right to receive this or that income on it, but only the owner of the share has also the right to participate in management.
Ordinary shares or voting shares- these are shares that give their owner the right to vote in resolving all issues at the general meeting of shareholders.
In practice, there are usually varieties of shares that do not give its owner full voting rights compared to other shares issued by the same joint-stock company. They are commonly referred to as non-voting shares. These are, for example, preferred shares or voiceless ordinary shares found in world practice (the issue of the latter in Russia is not permitted by law). They are also considered shares, as they represent a contribution to the authorized capital of a joint-stock company. The issue of preferred shares, or shares without voting rights, is often limited by law and their number cannot exceed a relatively small share of the authorized capital (in Russia - no more than 25% of the authorized capital). Extending the limits of issuing shares without voting rights would essentially mean nothing more than the concentration of capital management of many market participants in the hands of their few strata, which contradicts the very idea of pooling capital and collectively managing them in the form of a joint-stock company, or contrary to the idea of a joint-stock company as a collective , social capitalist.
The existence of varieties of shares without certain rights to participate in management, or without the right to vote, or with restrictions on participation in the management of a joint-stock company is quite possible, but it is impossible for a share to exist as a type of security without the right to participate in management in general. In any joint-stock company, a situation is impossible in which all the shares issued by it do not have any voting rights at all, although it is very common for some of its shares to have the right to vote when resolving all issues, while others have this right only when resolving a limited range of issues, i.e. they have this right only partially.
An individual shareholder may not use his personal right to participate in management for some subjective reasons (illness, business trip, travel expenses, etc.), but he can delegate it to another shareholder or simply an authorized person. In general, a joint-stock company cannot function normally without its management by its shareholders (general meeting of shareholders). Expansion of shareholder participation in the management of a joint-stock company is an important feature modern development the latter.
In world practice, there are certain differences in the content of the right to manage certain categories share holders. But the trend is that all these differences are gradually eliminated and only such content of shareholders' rights remains that corresponds to their free and democratic expression of will without any artificial restrictions that put shareholders in unequal conditions.
Capital has no qualitative differences, and therefore each part of it does not differ from other parts. This means that the rights granted by any part of the capital must be exactly the same.
Share rights
By law, the owner of a share, or shareholder, has a number of mandatory rights:- to receive part of the profit from the activities of the joint-stock company, which is called a dividend;
- to participate in the management of a joint-stock company by participating in the work of its general meeting and the possibility of electing to the composition of certain management bodies;
- to the share of property remaining as a result of the termination of the joint-stock company for any reason, in proportion to the shareholder's number of shares;
- to freely dispose of a share, i.e., the right to buy and sell it, to donate it, bequeath it, pledge it, exchange it, etc.;
- for the preferential acquisition of new issues of this joint-stock company in proportion to the number of shares it has;
- other rights in accordance with the charter of the joint-stock company.
Share ownership and joint stock company
In accordance with the listed rights, a share is usually called, on the one hand, an equity security, because it represents a share in the authorized capital of a joint-stock company, and on the other hand, it is often said that a shareholder is the owner of this company. In fact, a shareholder has ownership only of the shares he owns, and the owner of all property and all property rights is the joint-stock company itself.
The fact that the ownership of the shares is separate from the ownership of the property of the joint-stock company is manifested in the following:
- the shareholder is not liable for the obligations of the joint stock company (and vice versa);
- the shareholder does not have the right to demand the redemption by the joint-stock company of his shares (except for the cases specified in the law), he cannot freely return his capital in this way (but only by buying and selling shares on the stock market);
- the payment of dividends per share is not guaranteed, and shareholders cannot take decisions to increase the level of the dividend in comparison with its size established by the board of directors of the joint-stock company, i.e. its management team.
When a share is issued, the period of its existence is not set, therefore it is customary to classify the share as a group of perpetual securities. In practice, the duration of the existence of the shares is entirely determined by the joint-stock company itself. If we ignore the possibility of replacing one type of shares with another, for example, with a different nominal value, which may well occur at some intervals and be associated with internal or external reasons in relation to the company (for example, the need to increase or decrease the number of shares in circulation, inflation, etc.), then the share exists exactly as long as the joint-stock company that issued it exists.
Promotion details
According to the law, any share must have mandatory details, the main of which are as follows:- name - "share";
- the name of the joint-stock company and its legal address;
- serial number;
- type of share;
- face value;
- the size of the authorized capital of the joint-stock company;
- number of issued shares (in this issue);
- the name of the owner (in the case of a registered share);
- information about dividends (payment terms, methods of payment, etc.);
- information on the registration procedure (for registered shares);
- signature and seal of the issuer.
- placed, redeemed by shareholders;
- declared, shares, which the joint-stock company can place additionally. When issuing shares, the charter of a joint-stock company must contain such shares.
Types of shares
Shares can be ordinary and preferred. An ordinary share is a share that grants the right to vote to its owner at a general meeting of a joint-stock company, as well as all other rights mentioned above. A preference share is an ordinary share, the owner of which, instead of the right to vote, has the right to receive a fixed dividend and a priority right, compared to the owner of an ordinary share, to a part of the property in the event of liquidation of the joint-stock company.
In cases stipulated by law, the owner of a preferred share shall have the right to vote at the general meeting of shareholders. This applies to situations in which either the fate of a joint-stock company is decided, or this company does not fulfill its obligations to pay a fixed amount.
"Golden share" as a specific form of state participation in joint-stock companies« golden share” is a special right that allows authorities to government controlled participate in the work and, if necessary, block the adoption of critical decisions regarding:
- introduction of amendments and additions to the charter of the joint-stock company;
- its reorganization or liquidation;
- his participation in other enterprises or associations of enterprises;
- pledge or lease, sale and alienation in other ways of property, the composition of which is determined by the enterprise privatization plan.
Legal understanding of the share
The legal understanding of a share is not limited to certain rights of its owner. A share is both a representative of a part of the charter capital of a joint-stock company and a representative of the rights of its owner. Therefore, a more complete definition of the action can be given.
Stock- evidence of a single contribution to the authorized capital of a business company, which has the form of a security issued by this company and granting its owner the rights established by law and by the charter of this company. Respectively economical society issuing shares is called a joint-stock company, and the owner of the share is a shareholder of this company.
A share as a unity of the rights of a shareholder and obligations of a joint stock company. The owner of a share has the rights of a shareholder. However, rights do not exist in isolation from duties. The right of one person means the existence of equivalent obligations for some other person.
The rights of the owner of a share as a shareholder are opposed by the obligations of the joint-stock company that issued these shares, or the source of the shareholder's rights is the obligations of the joint-stock company to him.
The obligatory (and special) rights of a shareholder listed above can be formulated in the form of obligations of a joint-stock company to pay income per share, to general meeting shareholders, to provide shareholders with the necessary information, etc.
There is nothing in the rights of a shareholder that would not be contained in the obligations of a joint stock company and vice versa.
The link between the rights of a shareholder and the obligations of a joint-stock company is a share. It concentrates both the rights of a shareholder and the obligations of a joint-stock company. It is produced last and purchased first. The shareholder receives (acquires) the share in his ownership, i.e. he is the owner of the share.
Rights of the shareholder
The rights of the owner of a share as a security are absolutely identical to his rights as the owner of any other goods or property.
The owner of a share has all the rights to it as a security, that is, as an object of ownership. The essence of all the rights of the owner of a security as a commodity or property is the right to freely dispose of it, up to and including complete alienation.
The owner of a share may perform any actions with it provided for by the current legislation, in particular:
- own as long as you like;
- sell;
- give into trust management;
- give;
- bequeath;
- store as he pleases;
- transport, send, etc.
Ownership of a share as a source of income per share. The owner of a share can make various transactions with it, including those that can bring him income, in addition to the income that he has by right of dividend. The most common ways to earn income from using a share as property is to buy and sell a share and use it as a borrowed asset.
The difference between a dividend and other forms of income from a share. A share dividend is the realization of the rights of its owner as a shareholder. Any other forms of income from a share, such as a positive difference in prices, interest on lending, income from inheritance, etc., is the realization of the rights of the owner of a share as the owner of a commodity or property in general.
Obligations of the owner of the share as the owner of the property. The right of ownership is at the same time the obligation not to violate the property of another person. The owner of a share is obliged to consider other owners of shares as owners. In this sense, the right to property is the obligation to respect the property of others. Otherwise, it is easy to lose your property.
Each right in the market, which is a manifestation of the right of ownership, carries the opposite right to it. For example, the right of one market participant to buy is simultaneously the right of another market participant to sell and vice versa. However, these equal rights oppose each other as equal obligations, since the realization of the right is impossible without taking on the corresponding obligations.
Consequently, the owner of a share bears both rights and obligations associated with the presence of a share.
The unity and difference between the rights of a shareholder and the obligations of a joint-stock company for a share. The rights of a shareholder are opposed by the obligations of a joint-stock company to him. They represent the same thing, for example, the payment of a dividend per share, but are separated as the rights of a shareholder and as obligations of a joint stock company.
A shareholder is not a person liable under a share, and a joint-stock company is not a person having any obligatory rights under a share issued by him.
In other words, the rights and obligations under the shares, in this case, are divided between market participants, but in their content they are one and the same.
The unity and difference of the rights and obligations of the owner to a share as to property. The situation is different with share ownership. In this case, the owner of the share bears rights and obligations under it. There is no division of rights and obligations for each share between different participants market, as is the case in terms of the rights of the shareholder, which are secured by the obligations of the joint-stock company.
The subject of ownership is a share, which constitutes a single basis for the rights and obligations of its owner. But in relation to itself, a market participant cannot have either rights or obligations.
The division into market rights and obligations is impossible without their simultaneous division between market participants. Both exist, but only in the form of a relationship between market participants as shareholders of a given joint-stock company and its non-shareholders, i.e., owners, first of all, of money capital.
Consequently, the rights and obligations of the owner of a share are opposed by the rights and obligations of other owners, but already, for example, to money capital in the market.
As a result, the rights and obligations of the owners of shares are divided among market participants, but not in the form of a separation of rights from obligations between them, but in the form of opposition of the shares themselves and money capital between various market participants. But only capital can resist capital, and therefore the share takes the form of capital, the possibility of which is inherent in it as in the right to a dividend and in the right to other types of income from it as from property.
Share as a right to income
The essence of a shareholder's rights is his right to a dividend, that is, the right to income paid by a joint-stock company per unit of authorized capital.
The essence of the owner's rights to a share is the right to receive income from the disposal of the share as property.
However, the right of the owner of a share to have other income from it, except for the dividend, is not at the same time an obligation of some other market participants, as is the case in the case of exercising the right to a dividend. A share as a right to a dividend and a share as a right to other types of income are two different rights. The first is an actual right, the person bound by it is always known. The second is only a potential right, only an opportunity to receive income under certain market conditions, but not at all the obligation of the market or any of its participants to ensure that the owner of property called a share receives certain incomes.
Unlike the right to a dividend, the right of the owner of a share as property is simultaneously the possibility of receiving both income from market transactions with it, and equally loss from them.
Share as capital
In the totality of its property rights, a share is a right to income in general. The right to income turns the share into capital, but not as part of the authorized capital of the joint-stock company, but as capital that exists on the market outside the joint-stock company.
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