home Credit Emission security securing the rights of its owner. Types of securities

Emission security securing the rights of its owner. Types of securities

Investment operations of banks are reduced mainly to operations with securities. Securities are understood as specially executed financial documents, the presentation of which is necessary for the realization of the right expressed in them. The specifics and regularities of the processes of primary and secondary circulation of securities are determined depending on their type.

1. Equity securities certify the right of the owner to a share in the capital of the enterprise. These include stock. The Federal Law "On the Securities Market" dated March 20, 1996 No. stock is defined as “an issuance security securing the rights of its owner (shareholder) to receive a 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 a part of the property remaining after its liquidation. The issue of bearer shares is permitted in a certain ratio to the amount of the paid authorized capital of the issuer in accordance with the standard established by the Federal Commission for the Securities Market.

Based on the differences in the method of paying dividends, we can distinguish common and preference shares, providing any benefits to their holders. The content and specific forms of realization of the benefits are determined in the constituent documents. As a rule, these special benefits consist in the preferential right to receive dividends in comparison with the owners of ordinary shares. At the same time, the charter may provide for the absence of the right to vote at the general meeting of shareholders for the owners of preferred shares. Thus, the rights of their holders to participate in the management of economic activities are limited.

The rights of preferred shareholders can also be realized in the possibility of receiving a preferred dividend paid every year, in a predetermined proportion to the par value of the preferred share. In case of insufficient distribution of profits, the preferred dividend is usually carried over to the subsequent financial year and paid as a matter of priority.

Preferred shares are most attractive to individual holders with little money and no time or opportunity to participate in the management process.

2. Debt securities certify the right of a specific monetary claim (but not the right of ownership). These include bonds, bills, checks and certificates of indebtedness.

Bond- an issuance security that secures the right of its holder to receive a bond from the issuer within the period specified by it of its nominal value or other property equivalent. A bond may provide for other property rights of its holder, unless this contradicts the legislation of the Russian Federation. Bonds can be bearer or registered, freely tradable, or with a limited circulation.

One of the important characteristics of a bond is its maturity. This is the period of validity of the contractual agreement for this issue, after which the holder receives the value of the bond, that is, it is fully redeemed. The maturity can be very different, including perpetual types of bonds.

Bonds have nothing to do with earnings. Interest on them must be paid even in case of loss. Before maturity, bonds, like shares, can be traded on the stock exchange or on the free securities market, and like shares, their market price can be higher or lower than the face value.

bill of exchange is a security certifying the unconditional monetary obligation of the drawer to pay a certain amount of money to the owner of the bill upon maturity. As a written promissory note of a strictly prescribed form, a bill gives its owner an indisputable right, after the expiration of the obligation, to demand from the debtor the payment of the sum of money indicated on the bill.

A bill of exchange can only be issued to legal entities and individuals registered in the territory of the Russian Federation or in the territory of another state that uses the ruble as an official currency. The bill is not subject to export to the territory of a state that does not use the ruble as an official currency.

A bill of exchange is not only a simpler, but also a more reliable way for an entrepreneur providing a loan to repay a debt. The bill can be used to defer or installment payment, that is, it is a kind of purchase on credit. For example, in a sale and purchase transaction, payment for goods can be partially made by transferring money in cash or using a bill of exchange. You can issue a bill of exchange for the entire cost of the goods. Thus, payment is made not at the time of purchase of the goods, but after a while - a purchase on credit. By the time the bill is paid, the price of the goods may increase. Thus, the promissory note is convenient to use in conditions of growing inflation.

We will consider the remaining types of securities in less detail and dwell only on definitions, since they are not as important as those listed above for the formation of a portfolio of securities of a commercial bank.

check a security is recognized that contains an unconditional written order of the issuer of the check to the bank to pay the holder of the check the amount indicated in it. The check must be presented for payment within the period established by law.

Various certificates are issued to raise additional funds. There are two main types of bank certificates: deposit and savings certificates.

Deposit certificate A document is a document that is a bank's obligation to pay out deposits placed with it, the right of claim under which can be transferred from one person to another. A certificate of deposit can only be issued to an organization that is a legal entity registered in the territory of Russia or in the territory of another state that uses the ruble as the official currency.

savings certificate may be referred to as a document acting as a bank's obligation to pay out savings deposits placed with it.

3. Derivative securities certify the right of their owner to purchase or sell primary securities. These include options and warrants.

Option is a security in the form of a contract concluded between two persons, one of whom writes and sells an option, and the other buys it and receives the right to buy or sell other securities at a fixed price within a specified period.

Warrant- is a security, the owner of which receives the right to purchase securities at a set price for a certain period of time or indefinitely.

4. Commodity securities include such documents of title as bills of lading and warehouse receipts.

bill of lading a document of title is recognized, certifying the right of its holder to dispose of the cargo specified in the bill of lading and to receive the cargo after the completion of the transportation. It can be bearer, order or nominal. When drawing up a bill of lading in several original copies, the release of cargo on the first presented bill of lading terminates the validity of the remaining copies.

Warehouse receipts may be single or double.

Simple warehouse receipt is a bearer security, the holder of which acquires the right to dispose of the goods, owning not this product, but the security.

feature double warehouse certificate is that it consists of a warehouse certificate and a pledge certificate (or warrant), which can be separated from each other and circulate independently.

In addition, the listed types of securities may differ in the following ways:

a) in the form of release:

- for documentary, that is, the owners of which are established on the basis of the presentation of a properly executed security certificate or, in case of depositing one, on the basis of an entry on the depo account;

- uncertificated, the owners of which are established on the basis of an entry in the system of maintaining the register of securities owners or, in the case of securities deposit, on the basis of an entry on the depo account;

b) in the form of a certificate of ownership:

- bearer- securities, the transfer of rights to which and the exercise of the rights assigned to them do not require identification of the owner;

- registered- securities, information about the owners of which must be available to the issuer in the form of a register of the owner of securities, the transfer of rights to which and the exercise of the rights secured by them require identification of the owner;

- order- securities, the rights of holders of which are confirmed both by the bearer of these securities and by the presence of appropriate inscriptions;

c) by the form of placement:

- for emission- any security, including non-documentary, which is simultaneously characterized by the following features: placed in issues; establishes a set of property and non-property rights subject to certification, assignment and unconditional exercise; has an equal volume and terms of exercising rights within one issue, regardless of the time of purchase of the security;

- non-issue- other securities that are not characterized by the features listed above.

In addition, in the most general form, the classification of the main instruments of the securities market can be represented as follows. Depending on the nature of the transactions underlying the issue of securities, as well as the purposes of their issue, they are divided into stock(stocks, bonds) and commercial paper(commercial bills, checks, warehouse and pledge certificates). It is in accordance with this classification of securities that banking operations with them are divided into stock and commercial.

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). Under Russian law, 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 issuer of a check is a person who has funds in the bank, which he has the right to dispose of by issuing checks, the holder of a check is the person in whose favor the check is issued, the payer is 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.

A share is an issuance security that secures the rights of its owner to receive a 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 a part of the property remaining after its liquidation.

2 of the Federal Law of the Russian Federation "On the securities market").

The issue of shares is carried out by a joint-stock company.

A joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.

A joint-stock company has an authorized capital, which is the total nominal value of shares acquired by shareholders.

The amount of money denominated on the shares is called the par value of the shares. The price at which a share is sold (purchased) on the securities market is called the market value of the share. This price is different from the price indicated on the stock itself; it may be higher or lower than its face value.

In proportion to the number and par value of shares, the share due to the shareholders of the company in the event of its liquidation is calculated.

When a joint-stock company is established, its shares are placed among the founders. They can be individuals and legal entities that have decided to establish a joint-stock company.

State bodies and bodies of local self-government cannot act as founders of a company, unless otherwise established by federal laws. A joint-stock company may be founded by one person, but it cannot have another business company consisting of one person as the sole founder. If a joint-stock company is established by one founder, all shares of this company must be acquired by its sole founder.

The founders enter into a written agreement on the establishment of the company. The agreement defines: the procedure for joint activities of the founders in establishing the company; the rights and obligations of the founders to create a company; the size of the authorized capital of the company; categories and types of shares to be placed among the founders, as well as the amount and procedure for their payment.

When establishing a company, the shares must be fully paid up within the period specified by the charter of the company. However, at least 50% of the authorized capital must be paid up by the time of state registration of the company. The form of payment for shares during the establishment of a company is determined by the agreement on the creation of a joint-stock company or its charter.

In accordance with Art. 99 of the Civil Code of the Russian Federation, an open subscription for shares of a joint-stock company, that is, the placement of securities among a circle of persons unlimited in advance, is not allowed until the authorized capital is paid in full.

Thus, the founders of a joint-stock company, who have fully paid for the shares at the time of the establishment of the joint-stock company, place them by subscription, that is, on the basis of contracts, including purchase and sale, exchange, among a circle of persons unlimited in advance.

Payment for shares can be made not only in money and securities, but also in other things and property rights that have a monetary value. Payment for shares upon their acquisition by non-monetary means is carried out in full, unless otherwise provided by the agreement on the establishment of the company.

The Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market” (1999) makes it possible to pay for an open issue of shares, provided for by non-monetary means, also with money at the discretion of the investor. Circulation and transactions with shares are prohibited until the full payment by the investor of their value at the time of placement and until the registration of the report on the results of the issue.

The company may increase the authorized capital by increasing the par value of shares or by placing additional shares. Additional shares may be placed by the company only within the limits of the number of declared shares established by the company's charter. The decision on the issue of increasing the authorized capital by placing additional shares may be within the competence of the general meeting of shareholders or within the competence of the board of directors. The General Meeting of Shareholders may decide to increase the authorized capital by placing additional shares simultaneously with the decision to increase the number of authorized shares. The board of directors of a joint-stock company makes such a decision only if the company's charter provides for the presence of authorized shares.

The decision to increase the authorized capital of the company by placing additional shares must contain information on the number of additional ordinary shares and each type of preferred shares to be placed within the number of authorized shares of this category (type), on the terms and conditions for their placement, including the placement price of additional shares companies for shareholders who have the pre-emptive right to acquire the placed shares.

Additional shares that are issued by the company and payable in cash must be paid for at the time of their acquisition in the amount of at least 25% of the nominal value.

A share may be issued both in a documentary (paper, tangible) form, and in a non-documentary form - in the form of appropriate entries on the accounts. With a documentary form of share issue, it is possible to replace a share with a certificate, which is evidence of the ownership of a certain number of shares by the person named in it. Upon full payment, the shareholder receives one certificate for the entire number of shares acquired by him. The Federal Law "On the Securities Market" provides that in the case of a documentary form of securities, the documents certifying the rights secured by a security are a certificate and a decision to issue securities. In addition, the current legislation provides for special details only for a share certificate. In our opinion, this is a gap in the current legislation, since the certificate is a derivative security and the legislator must first of all determine the details of the share.

A joint stock company may be open (JSC) or closed (CJSC), which is reflected in its charter and name.

Shareholders of an open company may transfer their shares into ownership of other persons without the consent of other shareholders of this company.

An open company has the right to conduct (along with an open subscription for shares issued by it) and a closed subscription

16 See: Securities: Textbook / Ed. IN AND. Kolesnikova, V.S. Torkanovsky. 2nd ed., revised. and additional M.: Finance and statistics, 2000. S. 78.

subscription, except for cases when the possibility of holding a closed subscription is limited by the charter of the company or the requirements of the legal acts of the Russian Federation. The decision on the placement of shares and securities convertible into shares through a closed subscription to them is taken by a qualified majority of the general meeting of shareholders. A joint-stock company is obliged to buy back their shares from opponents of a closed subscription, while a shareholder who does not agree with a closed subscription is not at all obliged to sell his shares.

The number of shareholders of an open company is not limited; the minimum authorized capital of such a company 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. Consequently, the amount of the nominal value of all issued and sold shares must be no less than the amount specified in the law (Articles 25, 26 of the Federal Law "On Joint Stock Companies").

The shares of a closed joint stock company are distributed only among its founders (the number of shareholders must not exceed fifty) or among a predetermined circle of persons. If the number of shareholders of a CJSC exceeds 50 people, the company must be transformed into an OJSC within a year. Otherwise, the company is subject to liquidation in court.

A closed joint stock company, the minimum authorized capital of which is not less than one hundred times the amount of the minimum wage established by federal law on the date of state registration of the company, is not entitled to conduct an open subscription to the shares it issues.

Only joint-stock companies can act as issuers of shares.

The issue of shares is carried out:

When corporatizing, that is, when establishing a joint-stock company and placing shares among its founders;

With an increase in the size of the initial authorized capital of a joint-stock company, that is, with subsequent issues of shares.

The state registration of an issue of shares cannot be made before the full payment of the authorized capital of the company (with the exception of the issue of shares placed among the founders during the establishment of the company) and before the registration of reports on the results of all previously registered issues of shares and amendments to the charter of the JSC.

Shares can be of various types.

Depending on the method of indicating the legal holder of securities, shares can be: registered and bearer.

According to the Federal Law "On Joint Stock Companies", all shares of the company are registered. The owner of the share must be entered in the register of the joint-stock company. The register of shareholders shall contain information about each shareholder, the number and categories (types) of shares owned by him, as well as the date of their acquisition.

An entry in the register of shareholders of the company is made at the request of the shareholder no later than three days from the date of submission of documents. It is not allowed to refuse to make an entry in the register of shareholders of the company, with the exception of cases provided for by the current legislation of the Russian Federation. Otherwise, the holder of the register, no later than five days from the date of the submission of the request for making an entry in the register, sends a notice of refusal to the person requiring this entry, indicating the reasons for the refusal.

The holder of the register of shareholders may be a company that is engaged in the issue (issuer) and placement of shares, or a specialized registrar. If the number of owners of ordinary shares in a joint-stock company exceeds 500 people, then such a company is obliged to entrust the maintenance and storage of the register to a specialized registrar and be responsible for its maintenance and storage.

The Federal Law “On Joint Stock Companies” does not provide for the issue of bearer shares, however, the Federal Law “On the Securities Market” allows the issue of bearer shares in a certain ratio to the amount of the issuer's authorized capital in accordance with the standard established by the Federal Commission for the Securities Market. Thus, there is a contradiction between the two laws. In our opinion, preference should be given to the Federal Law "On Joint-Stock Companies", since a share is a security issued specifically by joint-stock companies. The Federal Law "On the Securities Market" regulates the general procedure for the issuance and placement of all equity securities, while the Federal Law "On Joint Stock Companies" is a special law that takes into account the specifics of joint-stock companies and the securities they issue.

The Federal Law "On Joint Stock Companies" distinguishes two types of shares: placed and announced. Placed shares are considered to be shares already acquired by the shareholders. Their number and nominal value are determined by the charter of the company. These are actually sold shares, their sum at face value is the value of the authorized capital of the company.

Announced shares are shares that a joint-stock company may issue in addition to the placed shares. In this case, the authorized capital is increased by the amount of the nominal value of the placed additional shares within the framework of the additional shares announced after registration and approval of the results of the issue of additional shares.

Data on declared shares must be contained in the charter of the company indicating the number and par value of shares that the company has the right to place in addition to those initially placed, the rights granted by each category (type) of shares. They are included in the charter by the founders upon its approval during the establishment of the company or by the general meeting of shareholders - by making the necessary changes and additions to this document.

Decisions to increase the authorized capital of the company by placing additional shares, as well as to place securities convertible into shares, can be taken by both the general meeting of shareholders and the board of directors, when it is within its competence, only within the framework defined in the charter in relation to declared shares (Article 27 of the Law).

The number of securities placed by the company, convertible into shares of a certain category, during the circulation period must exceed the number of authorized shares, correspond to the category, or at least be equal to it (clause 2, article 27 of the Federal Law "On Joint Stock Companies").

As G.S. Shapkin, “the term “declared shares” is to a certain extent conditional, until the actual placement of additionally issued shares, they do not exist as securities.

The introduction of this concept and the establishment of the procedure for the "declaration" of shares is aimed at ensuring certain control over the activities of management bodies for the additional placement of shares and other securities (for example, bonds) convertible into shares15.

Depending on the volume of rights granted by a share to its owners, shares are divided into ordinary and preferred shares.

Each ordinary share of the company provides the shareholder - its owner with the same amount of rights:

Participate in the general meeting of shareholders with the right to vote on all issues within its competence;

The right to receive dividends;

In the event of liquidation of the company, the right to receive part of the property (Article 31 of the Federal Law "On Joint Stock Companies").

This list of rights granted to shareholders by an ordinary share is not exhaustive.

In order to exercise the relevant rights, the owner of an ordinary share must be included in the list of shareholders compiled on the basis of the company's register data on the date set depending on the instructions contained in the charter.

According to the legislation of the Russian Federation, this date cannot be set earlier than the date of the decision to hold the general meeting of shareholders and more than 60 days before the date of the meeting.

A shareholder of the company owning at least 2% of voting shares has the right, no later than 30 days after the end of the financial year of the company (unless the company's charter establishes a later date), to make no more than two proposals to the agenda of the annual meeting of shareholders, as well as to nominate candidates for the board of directors and the audit commission of the company within the quantitative composition of this body.

Voting at the general meeting of shareholders is carried out according to the principle "one voting share of the company is equal to one vote", except for cases of cumulative voting for the election of members of the company's board of directors.

In cumulative voting, each voting share must have a number of votes equal to the total number of members of the board of directors. The shareholder has the right in this case to give all the votes on the shares he owns for one candidate, but he can also distribute them among several candidates running for the board of directors. A share does not grant voting rights until it has been paid in full. The exception is shares acquired by the founders during the creation of the company.

Another right of the owners of ordinary shares is the right to receive dividends. Shareholders receive dividends as long as the company that issued the shares is operating successfully.

Dividends on shares are paid out of the company's net profit for the current year. The decision on the payment of annual dividends, their amount and form of payment is made by the general meeting of shareholders on the recommendation of the board of directors. At the same time, the amount of the dividend cannot exceed the amount recommended by the board of directors, however, the amount of the dividend proposed by it may be reduced by the general meeting. The list of persons to receive annual dividends must include shareholders (nominal shareholders) entered in the register of shareholders of the company on the date of compiling the list of persons entitled to participate in the annual meeting of shareholders.

The decision to pay quarterly and semi-annual dividends on shares is made by the board of directors of the company. Shareholders (nominal shareholders) included in the register of shareholders of the company no later than 10 days before the date of the decision to pay dividends have the right to receive interim dividends.

A joint-stock company is not entitled to make a decision on the payment (announcement) of dividends on shares in the following cases:

until full payment of the authorized capital of the company;

before the redemption of shares owned by shareholders, which must be redeemed by the company;

if, as a result of the payment of dividends, the company may show signs of insolvency (bankruptcy), and also if, at the time of payment of dividends, the company already has the indicated signs;

if the value of the net assets of the company is less than its authorized capital and reserve fund (or becomes less than their size as a result of the payment of dividends).

A joint stock company also has no right to make a decision on the payment (announcement) of dividends on ordinary and preference shares, the amount of the dividend on which is not determined, unless a decision is made to pay the dividends established by the charter of the JSC on all types of preference shares in full.

Dividends on shares are usually paid in cash. However, the charter of the company may also provide for the payment of dividends either by transferring additional shares and bonds to the shareholder, or by distributing income in property form (as a rule, the company pays such dividends in the event of its liquidation).

In world practice, there is a type of ordinary shares that are equated to preferred ones in terms of dividend payment: the owner of such a share receives a fixed dividend, predetermined in accordance with the terms of the issue, and an additional dividend (extra- dividend)16. This type of shares is not known to Russian legislation.

The owners of ordinary shares have the right to receive part of the property in the event of liquidation of the company.

The liquidation commission reveals obligations to creditors, and after completion of settlements with them, the property of the liquidated company is distributed among the shareholders. At the same time, the owners of ordinary shares receive their share in the property of the liquidated company only after satisfaction of all other legally filed claims. After settlements with all creditors, at the request of the shareholders, the redemption of the shares of the company is carried out.

A joint-stock company is obliged to inform its shareholders about their right to demand the redemption by the company of their shares. This right arises for those shareholders who either did not take part in the general meeting of shareholders, which considered the following issues, or voted against the decisions made on them:

on the reorganization of the joint-stock company;

on the conclusion of a major transaction related to the acquisition or alienation of the company's property worth more than 50% of the book value of the company's assets as of the date of such a decision;

on increasing the authorized capital of the company without granting shareholders the right to purchase the issued shares in the first place.

In order for a shareholder to be able to exercise his right to demand the redemption of his shares, the joint-stock company is obliged to inform him of the existence of such a right, the price and procedure for the redemption. Such a notice is sent to shareholders by the executive body of the joint stock company after the board of directors determines the date of the general meeting with the agenda containing issues, the adoption of decisions on which may give rise to the shareholders' right to demand the repurchase of shares.

The demand for the repurchase of shares is declared by the shareholder in writing within 45 days after the adoption of such decisions by the general meeting. The request specifies the place of residence (location) of the shareholder and the number of shares that he demands to be redeemed. Within 30 days after the expiration of the period established for submitting requests for the repurchase of shares, the company is obliged to repurchase the shares from the shareholders.

The redemption of shares is carried out at the price indicated in the notice of the general meeting, where the decision on the redemption of shares is made.

The company allocates funds for the redemption of shares in the amount of 10% of the net asset value as of the date of the decision, which resulted in the shareholders' right to demand the redemption of shares. If the number of applications for the redemption of shares exceeds the number that the company can redeem, taking into account the specified limitation, the shares are redeemed in proportion to the declared requirements.

Shares redeemed by the company in the event of its reorganization are subject to mandatory redemption upon their redemption.

Shares redeemed by the company in other cases, except those considered, may be sold to new owners no later than one year from the date of their redemption. The shares redeemed by the company are placed at its disposal and are on the balance sheet of the joint-stock company. But they are non-voting and, therefore, are not taken into account when counting votes in determining the quorum of the general meeting, do not provide other rights related to convening and holding a general meeting. These shares do not pay dividends.

Shares must be sold within a year from the date of their redemption. Otherwise, the general meeting must take one of the following decisions:

Reduce the authorized capital of the company by redeeming the repurchased shares. At the same time, it is necessary to ensure that the authorized capital does not turn out to be less than the minimum amount established by the Federal Law “On Joint Stock Companies”. Otherwise, the company will be subject to liquidation;

Redeem the repurchased shares without reducing the size of the authorized capital of the company, but at the same time increase the nominal value of the shares remaining in circulation. The decision to redeem shares, as a rule, is accompanied by a simultaneous decision of the general meeting to increase the par value of outstanding shares.

After the redemption of shares at the request of shareholders, the company pays accrued but unpaid dividends on preferred shares, as well as the value of these shares based on the value of the property attributable to one share at the time of liquidation of the company (liquidation value). Then the property of the liquidated company is distributed among the owners of ordinary shares.

Preferred shares can be of several types with different denominations and different amounts of rights granted to their holders, but preferred shares of the same type must have the same nominal value and provide their owners with the same amount of rights (clause 1, article 32 of the Federal Law "On Joint Stock Companies") .

The law limits the total number of preference shares (and their total par value) that can be issued by a company to twenty-five percent of the company's charter capital.

The law allows certain types of preferred shares to be converted into common shares. Such conversion must be provided for in the articles of association, and the articles of association in such a case may provide for the existence of voting rights on preferred shares.

As a general rule, shareholders - owners of preferred shares of the company do not have the right to vote at the general meeting of shareholders.

Preferred shares give owners the right to receive a fixed dividend and the value of the shares upon liquidation of the company.

The amount of the dividend and the value of the share at which it will be redeemed upon liquidation of the company (liquidation value) must be determined in the charter of the JSC. The amount of the dividend and the liquidation value are determined in a fixed amount of money, or the charter may establish the procedure for their determination. The articles of association must also establish the order of payment of dividends and liquidation value for each type of preferred shares.

The owner of a preference share has the right to participate in the general meeting of shareholders with a voting right on the following issues:

Reorganization and liquidation of the company;

Introducing amendments and additions to the charter of the company, limiting or changing the rights of shareholders - owners of preferred shares.

The Law on Joint Stock Companies provides for the issue of one or more types of preferred shares. The law distinguishes two types of preferred shares: cumulative and convertible.

Cumulative shares are considered to be those shares on which the unpaid or not fully paid dividend, the amount of which is determined in the charter, is accumulated and paid out subsequently. For example, if during the issue of preferred shares it was established that the dividend on them is paid in the amount of 14% of the nominal value, and by decision of the general meeting of shareholders it is not paid in the current year, then in the next calendar period the dividend on the cumulative preferred share will be 28%. The issuance of such shares can attract investors with the opportunity to increase their income. Buying such a share has the opportunity to receive dividends for the entire period during which they were not paid.

In addition, the owner of a cumulative preferred share receives the right to vote for the period during which he does not receive a dividend, and loses this right from the moment of payment of all dividends accumulated on the specified share in full.

However, shareholders may exercise this right starting from the meeting following the annual general meeting, at which a decision should have been made to pay the accumulated dividends on the specified shares in full, but the decision was not made or a decision was made to pay incomplete dividends.

When issuing cumulative preference shares, the issuer is obliged to set a period for accumulating dividends. This is the period during which dividends on this type of shares may not be paid, accumulating for a subsequent payment. During this period, the owner of such a share does not acquire voting rights.

Non-cumulative preferred shares do not allow the accumulation of unpaid dividends. The owners of these shares lose dividends without any compensation if the joint-stock company has not announced their payment.

Convertible preference shares may be exchanged for ordinary shares or preference shares of other types of this company on the terms and conditions specified in the company's charter. Conditions are developed during the preparation of the issue of these shares.

The charter of the company may provide for the right to vote on shares if preference shares are converted into ordinary shares. The owner of such a preferred share has a number of votes not exceeding the number of votes for ordinary shares into which the preferred share owned by him can be converted.

Non-convertible preference shares may not be exchanged for ordinary shares or other types of preference shares.

Corporate emissive securities, which form the basis of the modern Russian securities market, 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:

Growth of 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 of the company's development: competitiveness, creditworthiness, ease of circulation of shares on the stock exchange.

Attentive attitude to the rights of 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, as a 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 has not been 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 the sources of long-term financing for their 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. So, in 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 a short maturity, 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 that are not related to the issuer's production activities.

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 performance 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 the successful development of a corporation in modern conditions largely depends on the degree of professionalism and motivation of the 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.

The legal status of the issuer's option, regulated by the Federal Law "On the Securities Market", makes it possible 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 the level of sales, improving financial performance to certain parameters, or implementing a specific project. Therefore, a term option under conditions is aimed, first of all, at motivating the effective work of 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 owner. 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. Currently, such rules are established by the Federal Laws “On Joint Stock Companies” and “On the Securities Market”, “Regulations on the 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) ) issuance securities and registration of securities prospectuses”, 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.

Participation share - a property right of a participant in a limited liability company, endowing its owner with a set of property and non-property rights in relation to the company.

A bond is an issuance security that secures the holder's right to receive from the issuer within the period stipulated by the bond the nominal value and the percentage of this value fixed in it or other property equivalent.

The authorized capital of a company is a conditional value equal to the total value (monetary value) of the participants' contributions made as payment for the acquired right to participate in the company, necessary to determine the amount of the participant's (shareholder's) claims to the company.

Ordinary share - a share that grants the owner the same amount of rights: the right to receive part of the profit of the joint-stock company in the form of dividends, the right to participate in the management of the joint-stock company and the right to receive part of the property remaining after its liquidation.

Preferred share - a share that, as a rule, does not grant the right to vote at a general meeting of shareholders, the amount of the dividend and (or) the liquidation value of which must be determined in the company's charter.

Declared shares - shares, the issue and placement of which is planned by the company in the future in addition to the already placed shares.

Outstanding shares - shares acquired by shareholders.

Undocumented security - a security, the rights to which are fixed by entering data on their owner, quantity, nominal value and category of securities belonging to him in special lists (registers).

Fractional share - a part of a share formed in the cases provided for by law and granting rights to their owner in the amount corresponding to the part of the whole share that it constitutes.

The nominal value of a participant's share is a conditional value in monetary terms, determined by the value of the participant's contribution made to the authorized capital of a limited liability company.

The pre-emptive right to purchase a share is the right belonging to a member of a limited liability company to purchase a share (part of a share) of a member of the company at the offer price to a third party.

Issue - a sequence of the issuer's actions aimed at accumulating funds by the issuer through the placement of securities.

Equity security - a security, including non-documentary, which is simultaneously characterized by the following features: fixes a set of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by law; placed by issues; has equal volume and terms of exercising rights within one issue.

Issuers of emissive corporate securities are legal entities that bear obligations on their own behalf to the owners of securities to exercise the rights assigned by them.