This document provides information on corporate actions services provided by BCS Financial Group to executive brokerage clients. It discusses the types of corporate actions available for Russian equities traded on MICEX, including voluntary actions like buybacks and mandatory actions like dividends. It also outlines the process for settling claims between counterparties for actions like dividends according to the rules of different exchange sectors and over-the-counter agreements. Main specifics of Russian corporate actions covered include record date policies and requirements for nominal shareholders.
- A new Vietnamese regulation requires all enterprises with foreign-owned capital to open a direct investment capital account at an authorized bank in Vietnam to conduct transactions like capital contributions and share purchases.
- Foreign investors making indirect investments must continue using a separate indirect investment capital account. There is some overlap between the new direct investment rules and previous regulations that have not been repealed.
- It is unclear how the new rules apply to Vietnamese companies being invested in directly by foreigners, and which regulations take precedence when the new rules conflict with existing ones. Clarification from the Vietnamese authorities is needed to resolve these inconsistencies.
Factoring is a financial service where a company can sell its accounts receivable to a factoring company in exchange for upfront capital. In Greece, factoring makes up 5% of GDP and the country ranks highly in export factoring. Factoring services are regulated and can only be provided by banks and specialized factoring companies authorized by the Bank of Greece. Factoring provides benefits to companies such as improved cash flow, risk management of debts, and debt collection services. The costs of factoring typically range from 0.5-2.5% of the receivables amount plus interest.
In cooperation with The Legal 500 and Slaughter and May as lead contributing editor, Carsted Rosenberg has contributed with the Danish chapter on securitisation and the Danish securitisation market. The country-specific Q&A provides an overview to Securitisation laws and regulations that may occur in Denmark. For other jurisdictions, please refer to the contributions prepared by CMS for Austria, Norton Rose Fulbright for Canada, Dentons for Germany, Mayer Brown for Hong Kong, Nagashima Ohno & Tsunematsu for Japan, GSK Stockmann for Luxembourg, Morgan & Morgan for Panama, LECAP for Russia, Yulchon for South Korea, Lenz & Staehelin for Switzerland and Paksoy for Turkey. To learn more about securitisation law in Denmark or to access the entire Securitisation Contry Comparative Guide 2020, please click on the inks to the Q&A section:
Baker & McKenzie's Doing Business in Poland - Chapter 4 (Securties & Finance)Baker & McKenzie Poland
This document summarizes securities and finance regulations in Poland. It discusses that Poland has a well-developed capital market regulated by EU directives. Companies can issue shares, bonds, and other securities recognized by Polish law. Public offerings and securities trading are regulated by acts related to public offerings, organized trading systems, and public companies. The Financial Supervision Authority regulates and oversees the capital markets. There is a stock exchange in Warsaw that securities can be listed on.
The notification details rules established by the Securities and Exchange Board of India (SEBI) regarding stock brokers and sub-brokers. It specifies that stock brokers and sub-brokers must hold a certificate granted by SEBI to buy, sell or deal in securities. The rules outline various conditions for granting certificates to stock brokers, including holding membership of a recognized stock exchange, and conditions for granting certificates to sub-brokers, including being authorized in writing by a stock broker. It also states that no stock broker or sub-broker shall engage in securities transactions without SEBI registration.
This document summarizes and analyzes proposed SEC Rule 22c-2, which would require mutual funds to impose mandatory 2% redemption fees on certain short-term redemptions. It discusses the SEC's goal of deterring abusive trading practices that harm long-term investors. It also notes that while the proposed rule aims to address abusive trading, it could unduly burden financial intermediaries due to complex reporting requirements and potentially apply fees to ordinary investors not engaged in abusive practices. The document provides an overview of the proposed rule and debates its potential effectiveness and drawbacks.
VanFUNDING 2016: Mechanics of Securities Crowdfunding RegulationsCraig Asano
Senior Legal Counsel, Corporate Finance, BCSC, Elliot Mak, along with Graham Stanley, General Manager, Community Futures Stuart Nechako discuss crowdfunding regulations BC from a regulator's perspective and a practical portal operators perspective.
This document explains illegal naked shorting and stock manipulation on Wall Street. It describes how naked short selling and fails-to-deliver allow hedge funds and prime brokers to artificially increase the supply of shares and manipulate stock prices, harming companies and investors. Loopholes in SEC regulations are exploited to counterfeit shares and cover up short positions. Trillions of dollars have been stolen from investors through these predatory practices. Emerging companies are frequent targets and over 1000 have been bankrupted. The participants profit while fleecing small investors and damaging American businesses.
- A new Vietnamese regulation requires all enterprises with foreign-owned capital to open a direct investment capital account at an authorized bank in Vietnam to conduct transactions like capital contributions and share purchases.
- Foreign investors making indirect investments must continue using a separate indirect investment capital account. There is some overlap between the new direct investment rules and previous regulations that have not been repealed.
- It is unclear how the new rules apply to Vietnamese companies being invested in directly by foreigners, and which regulations take precedence when the new rules conflict with existing ones. Clarification from the Vietnamese authorities is needed to resolve these inconsistencies.
Factoring is a financial service where a company can sell its accounts receivable to a factoring company in exchange for upfront capital. In Greece, factoring makes up 5% of GDP and the country ranks highly in export factoring. Factoring services are regulated and can only be provided by banks and specialized factoring companies authorized by the Bank of Greece. Factoring provides benefits to companies such as improved cash flow, risk management of debts, and debt collection services. The costs of factoring typically range from 0.5-2.5% of the receivables amount plus interest.
In cooperation with The Legal 500 and Slaughter and May as lead contributing editor, Carsted Rosenberg has contributed with the Danish chapter on securitisation and the Danish securitisation market. The country-specific Q&A provides an overview to Securitisation laws and regulations that may occur in Denmark. For other jurisdictions, please refer to the contributions prepared by CMS for Austria, Norton Rose Fulbright for Canada, Dentons for Germany, Mayer Brown for Hong Kong, Nagashima Ohno & Tsunematsu for Japan, GSK Stockmann for Luxembourg, Morgan & Morgan for Panama, LECAP for Russia, Yulchon for South Korea, Lenz & Staehelin for Switzerland and Paksoy for Turkey. To learn more about securitisation law in Denmark or to access the entire Securitisation Contry Comparative Guide 2020, please click on the inks to the Q&A section:
Baker & McKenzie's Doing Business in Poland - Chapter 4 (Securties & Finance)Baker & McKenzie Poland
This document summarizes securities and finance regulations in Poland. It discusses that Poland has a well-developed capital market regulated by EU directives. Companies can issue shares, bonds, and other securities recognized by Polish law. Public offerings and securities trading are regulated by acts related to public offerings, organized trading systems, and public companies. The Financial Supervision Authority regulates and oversees the capital markets. There is a stock exchange in Warsaw that securities can be listed on.
The notification details rules established by the Securities and Exchange Board of India (SEBI) regarding stock brokers and sub-brokers. It specifies that stock brokers and sub-brokers must hold a certificate granted by SEBI to buy, sell or deal in securities. The rules outline various conditions for granting certificates to stock brokers, including holding membership of a recognized stock exchange, and conditions for granting certificates to sub-brokers, including being authorized in writing by a stock broker. It also states that no stock broker or sub-broker shall engage in securities transactions without SEBI registration.
This document summarizes and analyzes proposed SEC Rule 22c-2, which would require mutual funds to impose mandatory 2% redemption fees on certain short-term redemptions. It discusses the SEC's goal of deterring abusive trading practices that harm long-term investors. It also notes that while the proposed rule aims to address abusive trading, it could unduly burden financial intermediaries due to complex reporting requirements and potentially apply fees to ordinary investors not engaged in abusive practices. The document provides an overview of the proposed rule and debates its potential effectiveness and drawbacks.
VanFUNDING 2016: Mechanics of Securities Crowdfunding RegulationsCraig Asano
Senior Legal Counsel, Corporate Finance, BCSC, Elliot Mak, along with Graham Stanley, General Manager, Community Futures Stuart Nechako discuss crowdfunding regulations BC from a regulator's perspective and a practical portal operators perspective.
This document explains illegal naked shorting and stock manipulation on Wall Street. It describes how naked short selling and fails-to-deliver allow hedge funds and prime brokers to artificially increase the supply of shares and manipulate stock prices, harming companies and investors. Loopholes in SEC regulations are exploited to counterfeit shares and cover up short positions. Trillions of dollars have been stolen from investors through these predatory practices. Emerging companies are frequent targets and over 1000 have been bankrupted. The participants profit while fleecing small investors and damaging American businesses.
The document discusses the secondary market in India, which refers to the market where securities are traded after their initial public offering. It describes the key products traded in the secondary market such as equity shares, bonds, and debentures. It also discusses the role of the Securities and Exchange Board of India (SEBI) in regulating the secondary market and protecting investors. SEBI oversees various departments that regulate trading activities and registration of brokers, sub-brokers, and other market intermediaries.
The document discusses stock exchanges in India. It defines a stock exchange as a market where existing securities are traded and outlines some key stock exchanges in India like Bombay Stock Exchange. It describes the functions of stock exchanges like providing liquidity and safety for investors. The document also discusses concepts like listing of securities on an exchange, online trading systems, demat accounts, and the roles of different participants in stock trading like brokers and speculators.
The presentation summaries the process to implement uncleared margins CFTC and Prudential Regulators rules to collect collateral daily for OTC products for certain banks.
Investors Protection-Grievances and their Redressal for B.Com, M.ComDr. Toran Lal Verma
Investors in India face high risks of fraud and unethical practices. To address grievances, measures have been established to protect investors, including grievance cells in stock exchanges, the SEBI, and Company Law Board. Common grievances are against companies for issues like delayed payments or transfers, and against brokers for delayed deliveries or payments. Investors can seek resolution through these organizations, courts, or by reporting issues to the press. The SEBI and stock exchanges work to resolve complaints, including suspending trading or transferring stocks of non-compliant companies. This aims to restore investor confidence in India's financial markets.
VanFUNDING 2016: Cross border and international crowdfinance (Raising capita...Craig Asano
Presentation slides for Panel discussion on Raising Capital in the U.S. What financing exemptions are available to Canadian issuers interested in raising funds in the United States where the market is ten-fold with a significant appetite for risk capital, pros and cons and process. Moderated discussion led by Alixe Cormick of Venture Law Corporation in discussion with New York Securities attorney, George Georgiades, Esq., President of AltFinEsq, and Bob Poole, Principal, CPA, CGA, Davidson & Company LLP and Dylan Connelly, Principal, CPA, CA, Davidson & Company LLP
Section 16 Insider Reporting and Liability for Short-Swing Trading- A public company with a class of securities registered under Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file reports with the SEC (“Reporting Requirements”).The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K as well as proxy reports and certain shareholder and affiliate reporting requirements...
The document summarizes key topics discussed at the 23rd annual FIA Law & Compliance Division Workshop, including security futures, access to foreign exchanges, and block trading. Regarding security futures, it outlines the new regulatory framework established by the Commodity Futures Modernization Act which designates them as both commodities and securities. It also discusses ongoing rulemaking efforts between the SEC and CFTC. For access to foreign exchanges, it compares the CFTC and SEC approaches. The CFTC allows direct customer access through automated order routing systems while the SEC focuses on best execution. It also notes the CFTC grants no-action letters to foreign exchanges while the SEC requires registration. Finally, it discusses the emergence
The document summarizes new crowdfunding rules in British Columbia that allow private companies to raise capital online without filing a prospectus. Under the new rules, private companies can raise up to $250,000 every 6 months by issuing shares or debt securities to individual investors who can invest up to $1,500 each through an online funding portal. Funding portals are also exempt from registration requirements if they meet certain criteria like maintaining accurate records and not providing investment advice. The new rules create an opportunity for startups to tap into crowdfunding as a source of capital but companies will need to consider how crowdfunding fits with their overall fundraising plans and capital structure.
Another example of an FSA/FCA final notice, this time given to individuals. The FSA is often seen as an unfair, heavy-handed regulator that damages small to medium size businesses - they're easier targets. So much so, it's scheduled to be disbanded in early 2013.
This document outlines regulations for State Bank of Pakistan's regulated entities regarding anti-money laundering, combating the financing of terrorism, and countering proliferation financing. It discusses requirements for a risk-based approach, customer due diligence, enhanced due diligence for high-risk situations, reliance on third parties for customer due diligence, financial sanctions, and politically exposed persons. Key points include applying a risk assessment to policies and procedures, verifying customer identities, monitoring transactions, screening for sanctions lists, and obtaining senior management approval and monitoring high-risk customers like politically exposed persons.
Chapter 24: Introduction to Negotiable Instruments Tara Kissel, M.Ed
This document provides an overview of negotiable instruments and the bank collection process in 6 chapters. It defines types of commercial paper like notes, drafts, checks and certificates of deposit. It describes the roles of banks in the collection process and the rights and responsibilities of banks and depositors, including issues like wrongful dishonor, stop-payment orders, and customers' duty to examine statements. Key topics covered include negotiability requirements, terminology, the collection timeline and process, and applicable laws governing electronic funds transfers.
Overview of legal and financial risk-management considerations in financing international business transactions. In other words, "How to Get Paid, or Get what you Pay For in International Business".
The document discusses proposed amendments to MMXM11 royalty bonds related to the Sudeste Port project in Brazil. Key points include:
- Investors plan to complete the port and expect first royalty cash flow in 2015, which would increase the value of the bonds.
- The debt structure of the port needs to be renegotiated to allow for completion, and senior lenders have imposed a new cash waterfall requiring changes to the MMXM11 terms.
- Projected port economics show increasing volumes, revenues, and positive cash flows starting in 2015 that could generate royalty payments, though these depend on the debt restructuring being finalized.
- A general bondholder meeting will be called to approve proposed amendments to
This document defines and explains collective investment schemes under Indian law. It notes that a collective investment scheme pools contributions from investors which are then used to generate profits, income or property for the investors, with investors having no day-to-day control over management. It provides examples of schemes that are not considered collective investment schemes, defines collective investment management companies, and outlines regulations around existing schemes, raising new funds, registration requirements, investor rights and redressal mechanisms.
This assignment is related for a bank (SBP)Amna Abrar
1:Importance of Prudential Regulation from regulators point of view
2:Types of Prudential Regulations provide by SBP
3:Definitions of:
Exposure limits for banks:
Limit On Exposure Against Contingent Liabilities:
Minimum Requirement For Different Types Of Consumer Finance:
General Reserves Against Consumer Finance:
Window Dressing:
Margin Requirement:
Maximum Card Limit:
Maximum Consumer Loans Tenure:
This document discusses the listing of securities on stock exchanges in India. It explains that companies must meet listing requirements and pay fees to be listed on an exchange like NSE or BSE. The Securities and Exchange Board of India (SEBI) regulates stock exchanges and various intermediaries involved in securities markets like merchant bankers and custodians. Basic entry norms for public issues require companies to have net tangible assets of Rs. 3 crore for 3 years and distribute profits in 3 of the last 5 years. The document also outlines the listing process, benefits and costs of being listed, and reasons why companies may delist.
This document discusses online trading in securities in India. It begins by defining online trading as placing orders through internet trading platforms offered by broker members. It then outlines some key advantages like lower fees, more flexibility and control, avoiding brokerage bias, and access to online tools. Potential disadvantages discussed include risk of over-trading too quickly, lack of personal broker relationships, addictive nature, and internet dependency. The document also covers the process of online trading including selecting a broker, opening a demat account, order placement, order execution, and settlement.
The document discusses regulations from the State Bank of Pakistan regarding know your customer (KYC) procedures and anti-money laundering efforts for commercial banks. It defines money laundering and outlines its harmful effects. It also describes the international standards and classifications for assessing money laundering risks across countries. Further, it explains the three stages of money laundering (placement, layering, integration) and lists documents required for opening and monitoring various types of bank accounts to comply with KYC and anti-money laundering regulations.
The document is a regulatory update from the Confederation of Indian Industry (CII) providing information on domestic and global regulatory changes. It includes summaries of updates from the Securities and Exchange Board of India (SEBI) regarding non-compliance by listed companies, permitting certain clauses in shareholder agreements, regulations for listing small and medium enterprises on an institutional trading platform, and streamlining investor grievance redressal. It also provides summaries of draft rules released by the Ministry of Corporate Affairs on deposits, the Serious Fraud Investigation Office, and other matters. The update covers changes between September-October 2013.
The document discusses securities and listing requirements according to Indian law and stock exchange regulations. It defines securities according to the Securities Contracts Regulation Act to include shares, bonds, and other financial instruments. It then outlines the powers of the central government and Securities and Exchange Board of India regarding recognition of stock exchanges, supervision of activities, and regulation of listings. Finally, it provides details on listing requirements for companies on the Bombay Stock Exchange and National Stock Exchange of India, including eligibility criteria, ongoing compliance, and fees.
The document discusses the secondary market in India, which refers to the market where securities are traded after their initial public offering. It describes the key products traded in the secondary market such as equity shares, bonds, and debentures. It also discusses the role of the Securities and Exchange Board of India (SEBI) in regulating the secondary market and protecting investors. SEBI oversees various departments that regulate trading activities and registration of brokers, sub-brokers, and other market intermediaries.
The document discusses stock exchanges in India. It defines a stock exchange as a market where existing securities are traded and outlines some key stock exchanges in India like Bombay Stock Exchange. It describes the functions of stock exchanges like providing liquidity and safety for investors. The document also discusses concepts like listing of securities on an exchange, online trading systems, demat accounts, and the roles of different participants in stock trading like brokers and speculators.
The presentation summaries the process to implement uncleared margins CFTC and Prudential Regulators rules to collect collateral daily for OTC products for certain banks.
Investors Protection-Grievances and their Redressal for B.Com, M.ComDr. Toran Lal Verma
Investors in India face high risks of fraud and unethical practices. To address grievances, measures have been established to protect investors, including grievance cells in stock exchanges, the SEBI, and Company Law Board. Common grievances are against companies for issues like delayed payments or transfers, and against brokers for delayed deliveries or payments. Investors can seek resolution through these organizations, courts, or by reporting issues to the press. The SEBI and stock exchanges work to resolve complaints, including suspending trading or transferring stocks of non-compliant companies. This aims to restore investor confidence in India's financial markets.
VanFUNDING 2016: Cross border and international crowdfinance (Raising capita...Craig Asano
Presentation slides for Panel discussion on Raising Capital in the U.S. What financing exemptions are available to Canadian issuers interested in raising funds in the United States where the market is ten-fold with a significant appetite for risk capital, pros and cons and process. Moderated discussion led by Alixe Cormick of Venture Law Corporation in discussion with New York Securities attorney, George Georgiades, Esq., President of AltFinEsq, and Bob Poole, Principal, CPA, CGA, Davidson & Company LLP and Dylan Connelly, Principal, CPA, CA, Davidson & Company LLP
Section 16 Insider Reporting and Liability for Short-Swing Trading- A public company with a class of securities registered under Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file reports with the SEC (“Reporting Requirements”).The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K as well as proxy reports and certain shareholder and affiliate reporting requirements...
The document summarizes key topics discussed at the 23rd annual FIA Law & Compliance Division Workshop, including security futures, access to foreign exchanges, and block trading. Regarding security futures, it outlines the new regulatory framework established by the Commodity Futures Modernization Act which designates them as both commodities and securities. It also discusses ongoing rulemaking efforts between the SEC and CFTC. For access to foreign exchanges, it compares the CFTC and SEC approaches. The CFTC allows direct customer access through automated order routing systems while the SEC focuses on best execution. It also notes the CFTC grants no-action letters to foreign exchanges while the SEC requires registration. Finally, it discusses the emergence
The document summarizes new crowdfunding rules in British Columbia that allow private companies to raise capital online without filing a prospectus. Under the new rules, private companies can raise up to $250,000 every 6 months by issuing shares or debt securities to individual investors who can invest up to $1,500 each through an online funding portal. Funding portals are also exempt from registration requirements if they meet certain criteria like maintaining accurate records and not providing investment advice. The new rules create an opportunity for startups to tap into crowdfunding as a source of capital but companies will need to consider how crowdfunding fits with their overall fundraising plans and capital structure.
Another example of an FSA/FCA final notice, this time given to individuals. The FSA is often seen as an unfair, heavy-handed regulator that damages small to medium size businesses - they're easier targets. So much so, it's scheduled to be disbanded in early 2013.
This document outlines regulations for State Bank of Pakistan's regulated entities regarding anti-money laundering, combating the financing of terrorism, and countering proliferation financing. It discusses requirements for a risk-based approach, customer due diligence, enhanced due diligence for high-risk situations, reliance on third parties for customer due diligence, financial sanctions, and politically exposed persons. Key points include applying a risk assessment to policies and procedures, verifying customer identities, monitoring transactions, screening for sanctions lists, and obtaining senior management approval and monitoring high-risk customers like politically exposed persons.
Chapter 24: Introduction to Negotiable Instruments Tara Kissel, M.Ed
This document provides an overview of negotiable instruments and the bank collection process in 6 chapters. It defines types of commercial paper like notes, drafts, checks and certificates of deposit. It describes the roles of banks in the collection process and the rights and responsibilities of banks and depositors, including issues like wrongful dishonor, stop-payment orders, and customers' duty to examine statements. Key topics covered include negotiability requirements, terminology, the collection timeline and process, and applicable laws governing electronic funds transfers.
Overview of legal and financial risk-management considerations in financing international business transactions. In other words, "How to Get Paid, or Get what you Pay For in International Business".
The document discusses proposed amendments to MMXM11 royalty bonds related to the Sudeste Port project in Brazil. Key points include:
- Investors plan to complete the port and expect first royalty cash flow in 2015, which would increase the value of the bonds.
- The debt structure of the port needs to be renegotiated to allow for completion, and senior lenders have imposed a new cash waterfall requiring changes to the MMXM11 terms.
- Projected port economics show increasing volumes, revenues, and positive cash flows starting in 2015 that could generate royalty payments, though these depend on the debt restructuring being finalized.
- A general bondholder meeting will be called to approve proposed amendments to
This document defines and explains collective investment schemes under Indian law. It notes that a collective investment scheme pools contributions from investors which are then used to generate profits, income or property for the investors, with investors having no day-to-day control over management. It provides examples of schemes that are not considered collective investment schemes, defines collective investment management companies, and outlines regulations around existing schemes, raising new funds, registration requirements, investor rights and redressal mechanisms.
This assignment is related for a bank (SBP)Amna Abrar
1:Importance of Prudential Regulation from regulators point of view
2:Types of Prudential Regulations provide by SBP
3:Definitions of:
Exposure limits for banks:
Limit On Exposure Against Contingent Liabilities:
Minimum Requirement For Different Types Of Consumer Finance:
General Reserves Against Consumer Finance:
Window Dressing:
Margin Requirement:
Maximum Card Limit:
Maximum Consumer Loans Tenure:
This document discusses the listing of securities on stock exchanges in India. It explains that companies must meet listing requirements and pay fees to be listed on an exchange like NSE or BSE. The Securities and Exchange Board of India (SEBI) regulates stock exchanges and various intermediaries involved in securities markets like merchant bankers and custodians. Basic entry norms for public issues require companies to have net tangible assets of Rs. 3 crore for 3 years and distribute profits in 3 of the last 5 years. The document also outlines the listing process, benefits and costs of being listed, and reasons why companies may delist.
This document discusses online trading in securities in India. It begins by defining online trading as placing orders through internet trading platforms offered by broker members. It then outlines some key advantages like lower fees, more flexibility and control, avoiding brokerage bias, and access to online tools. Potential disadvantages discussed include risk of over-trading too quickly, lack of personal broker relationships, addictive nature, and internet dependency. The document also covers the process of online trading including selecting a broker, opening a demat account, order placement, order execution, and settlement.
The document discusses regulations from the State Bank of Pakistan regarding know your customer (KYC) procedures and anti-money laundering efforts for commercial banks. It defines money laundering and outlines its harmful effects. It also describes the international standards and classifications for assessing money laundering risks across countries. Further, it explains the three stages of money laundering (placement, layering, integration) and lists documents required for opening and monitoring various types of bank accounts to comply with KYC and anti-money laundering regulations.
The document is a regulatory update from the Confederation of Indian Industry (CII) providing information on domestic and global regulatory changes. It includes summaries of updates from the Securities and Exchange Board of India (SEBI) regarding non-compliance by listed companies, permitting certain clauses in shareholder agreements, regulations for listing small and medium enterprises on an institutional trading platform, and streamlining investor grievance redressal. It also provides summaries of draft rules released by the Ministry of Corporate Affairs on deposits, the Serious Fraud Investigation Office, and other matters. The update covers changes between September-October 2013.
The document discusses securities and listing requirements according to Indian law and stock exchange regulations. It defines securities according to the Securities Contracts Regulation Act to include shares, bonds, and other financial instruments. It then outlines the powers of the central government and Securities and Exchange Board of India regarding recognition of stock exchanges, supervision of activities, and regulation of listings. Finally, it provides details on listing requirements for companies on the Bombay Stock Exchange and National Stock Exchange of India, including eligibility criteria, ongoing compliance, and fees.
OTC Derivatives: Evaluating the Impact of New Regulation in Europe, Brice Hen...DerivSource
Brice Henry, Partner, Allen & Overy
Presentation at DerivSource/Omgeo briefing 'OTC Derivatives: Evaluating the Impact of New Regulation in Europe' held in Paris on November 12th 2013
Extended settlement (ES) contracts allow investors to purchase or sell stocks for settlement at a future date. This chapter outlines ES contracts, including what they are, the types of investors that may use them, their risks and specifications. ES contracts provide leverage and an extended period for settlement, so speculative investors and hedgers may use them. However, they also carry risks like leverage magnifying losses, liquidity issues, and margin calls. The chapter discusses margins, contract months, and settlement of ES contracts.
1. The document discusses the regulatory framework for non-banking financial companies (NBFCs) in India including definitions, registration requirements, prudential norms, and recommendations of the Usha Thorat Committee.
2. It provides details on the classification of NBFCs based on their business and public deposit acceptance, capital adequacy requirements, prudential norms on income recognition and provisioning.
3. The USHA THORAT Committee recommended increasing the minimum asset size for registering new NBFCs and subjecting large NBFCs to corporate governance norms similar to listed companies.
Latest Updates on Thailand's Laws and Regulations on Business AcquisitionsLawPlus Ltd.
- Updates on laws and regulations related to business acquisitions
- Legal issues for acquisitions of shares by foreign investors
- Disclosure requirements and procedures for acquisition of shares in listed companies
- Regulatory authorities involved with business acquisitions
Financial reporting obligations under SEC Rule 701 for private companies that...Azhar Qureshi
As companies remain private longer and continue growing, they often pass the $5 million threshold for the aggregate sales or issuances of securities to employees and other covered persons within a 12-month period, thus triggering the requirement under SEC Rule 701 to provide financial statements and other disclosures to participants in the offering. We are finding that companies may not be aware of the financial reporting obligations under Rule 701 and may not want or be able to provide, even confidentially, the required information to offering participants for competitive reasons. Our Technical Line highlights what private companies need to do to comply with the financial reporting requirements under Rule 701.
This document provides information about listing of securities on stock exchanges in India. It defines listing as admission of securities like shares of public companies to trading on a recognized stock exchange. For an initial public offering, companies must meet regulatory requirements and pay listing fees to the exchange. The Securities and Exchange Board of India (SEBI) regulates stock exchanges and intermediaries involved in the listing and trading of securities. The document outlines the listing process and requirements, types of investors, allotment procedures, and importance of listing securities on a stock exchange.
The document discusses the role and functions of the Securities and Exchange Board of India (SEBI). SEBI was established in 1992 through an Ordinance to protect investors, regulate securities markets, and promote their development. Its key functions include regulating stock exchanges, intermediaries, mutual funds, and collective investment schemes. It also promotes investor education and prohibits unfair trade practices. The document provides details on SEBI's role in vetting public issues, regulating broker codes, search/seizure powers, and promoting corporate governance standards.
Lawyer in Vietnam Oliver Massmann Public Mergers and Acquisitions Dr. Oliver Massmann
There has been steady growth in M&A activity in Vietnam since it joined the WTO in 2007, reaching a peak of $5.1 billion in 2012. Real estate has been the most attractive sector for deals. According to a 2014 study, the number and value of M&A deals in Vietnam increased year-over-year in 2015. Obtaining control of a public company can be done through share acquisitions, mergers, or asset purchases, but there are restrictions for foreign investors. Legal due diligence covers matters such as corporate details, liabilities, contracts, approvals, and regulatory issues.
This document outlines the minimum listing requirements for companies seeking to list securities on the stock exchange. It discusses the eligibility criteria for initial public offerings and follow-on public offerings, including minimum post-issue capital, issue size, and market capitalization requirements that differ based on whether the company is classified as a large cap or small cap. It also summarizes the listing requirements for companies already listed on other exchanges seeking additional listing and for delisted companies seeking to relist. The document outlines various procedural requirements for the listing process such as submitting an application letter, allotting securities, obtaining trading permission, and paying listing fees. It emphasizes compliance with the listing agreement and ongoing disclosure obligations.
SEBI (LODR) – Obligations on listing of specified securities / NCDs / NCRPS /...DVSResearchFoundatio
The document discusses the obligations of listed entities on Indian stock exchanges that have listed specified securities such as non-convertible debentures (NCDs), non-convertible redeemable preference shares (NCRPs), or Indian depository receipts (IDRs). It outlines disclosure requirements for material events, financial results, annual reports, and corporate governance practices. It also describes the process for issuing IDRs and the general obligations of listed entities with respect to providing information to IDR holders.
The document provides an overview of the Indian securities market, including its key participants and functions. It discusses the primary market where companies first issue securities, and the intermediaries involved such as merchant bankers. It also covers the secondary market, how trading works on the exchanges through order matching systems, and the clearing and settlement process where obligations are calculated and funds and securities are transferred.
This document provides frequently asked questions (FAQs) about India's secondary market. It begins with definitions of key terms like financial markets, primary market, and secondary market. It then discusses the role of the Securities and Exchange Board of India (SEBI) as the regulator of the secondary market. The document outlines the different departments at SEBI that oversee trading activities. It also describes the various financial products traded in the secondary market like equity shares, bonds, treasury bills, and more. Finally, it addresses questions about brokers, sub-brokers, and their required registration with SEBI.
IGATE Corporation accepted the delisting offer for its subsidiary Patni Computer Systems from Indian stock exchanges at a price of Rs. 520 per share, determined through a reverse book building process. The total cost for IGATE to delist Patni was Rs. 1,394 crores. The delisting process opening date was March 28, 2012 with a floor price of Rs. 356.74 per share. IGATE owned around 83% of Patni and the successful delisting would allow for a streamlined corporate structure and reduced compliance costs.
1) The Securities and Exchange Board of India (SEBI) issued guidelines for stock exchanges to monitor compliance by listed entities with disclosure requirements.
2) Stock exchanges must first impose fines for non-compliance, and can subsequently suspend trading if the entity remains non-compliant. Fines increase for repeated offenses.
3) The guidelines provide a standard operating procedure for stock exchanges to suspend trading if an entity fails to submit certain reports for two consecutive quarters, and to later revoke the suspension if the entity comes into compliance.
Non compliance with certain provisions of listing regulations and standard op...GAURAV KR SHARMA
Non-compliance with certain provisions of Listing Regulations and Standard Operating Procedure for suspension and revocation of trading of specified securities sebi latest regulation 97,98,101,102
The document provides an overview of the Indian securities market, including its key segments and participants. It discusses the primary market process for floating new issues through public offerings, rights issues, and private placements. It also summarizes the roles of various intermediaries like merchant bankers and registrars involved in the issuance process. Additionally, it covers secondary market trading and settlement, and describes the structure and regulation of the Indian financial system.
REGULATIONS SURROUNDING THE LISTING OF Varun Vaish
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2. Corporate actions services provided by BCS to Clients
are regulated by:
o CLIENT ASSETS RULES (SCHEDULE A to GENERAL TERMS OF
BUSINESS):
- If Client’s Assets are held by BCS
o SPECIAL TERMS FOR TRANSACTIONS ON RUSSIAN SECURITIES
MARKET (SCHEDULE G to GENERAL TERMS OF BUSINESS):
- If Client’s Assets are not held by BCS - Executive Brokerage
Clients
2
3. Corporate actions available for Russian equities
traded on MICEX are the following:
o Voluntary Corporate Actions:
Buy-back, squeeze out
Pre-emptive right, open subscription offer
Voluntary exchange offer
EGM/AGM participation
o Mandatory Corporate Actions
Dividends
Conversion, spin off, split, reverse split, consolidation
Liquidation, termination
o Income claims
3
4. The following corporate actions are not available
for Russian equities traded on MICEX:
Distribution of subscription rights
Stock dividends
Dividend reinvestment plans (SCRIP / DRIP)
Dividend currency options
4
5. All corporate actions are to be processed by client’s custodian according to
the agreement between custodian and Client.
If Client doesn’t hold his assets in custodian of BCS, corporate actions for
such client are to be processed by the custodian where Client holds his
assets.
In this case only corporate actions claims (for trades open at RD or
Instruction Deadline) are to be processed for the client by BCS.
5
6. Main specifics of Russian Corporate actions are:
o For corporate actions with RD rights or obligations associated with this
CA could not be tradable or transferrable but belong to a person
disclosed in registrar of company at RD.
o For corporate actions without RD rights or obligations associated with
this CA are tradable or transferrable together with the equity only.
6
7. o Record date for any corporate action could be announced back dated or at the
same date with RD except RD for dividends at securities which are traded at LSE
as GDRs.
According to the “Admission and Disclosure Standards (6 june 2011)
point 3.10” «Dividends for Depository receipts on the International Order
Book (IOB) should be notified to the Stock Situations Team by no later than
9.00am three business days prior to the record date» if this was not done
«the depository bank will be required to set a separate record date for the
depositary receipt in line with the above (9.00am three business days prior to
the record date)»
o Nevertheless most Russian issuers (first of all blue chips) announce RD for
dividends beforehand; some issuers try to have the same RD for annual dividends
every year.
o Back dated RDs are more typical for GMs on which BOD members are to be
elected in cases of conflicts between major shareholders of companies.
Main specifics of Russian Corporate actions are:
7
8. o Only company registered in Russia could be recognized as nominal
holder according to the Russian legislation (this requirement is valid till
1st January of 2013).
o Currently if a company registered not in Russia is nominal holder and
holds securities in names of its clients such company is recognized as
beneficial owner in Russia.
Main specifics of Russian Corporate actions are:
8
9. o There is no auto compensation of any corporate actions on MICEX.
In case of any trades not settled on RD seller (the person who was
disclosed in registrar of shareholders) receives all rights to
participate in corporate action (incl. mandatory and voluntary). If the
buyer is going to participate in such corporate action the buyer
should submit formal claim letter to the seller.
o This is one of the reasons for MICEX to use T+0 settlement, in T+0
settlement no corporate actions claims could appear.
o No EX DD exists on MICEX. Dividends are to be paid on the settled
position of the shareholders as at the RD.
Main specifics of Russian Corporate actions are:
9
10. Settlement of claims for Corporate Actions:
o Corporate actions claims which are to be settled in accordance
with Russian Law.
FEDERAL LAW ON JOINT-STOCK COMPANIES NO. 208-FZ OF
DECEMBER 26, 1995 – 57.2.
Only for participation in General meetings, only in case trade
settled before General meeting
“ In the event of the transfer of stock after the date of drawing up the list of
persons having a right to attend the general meeting of shareholders and before
the date of conducting the general meeting of shareholders, the person included
in this list having the right to participate in the general meeting of shareholders
shall be obliged to issue to the acquirer a power of attorney for voting or to vote at
the general meeting in accordance with the instructions of the acquirer of the
stock. Said rule also shall apply to each subsequent instance of the transfer of a
stock.”
10
11. Settlement of claims for Corporate Actions:
o Corporate actions claims which are to be settled in accordance
with Rules of Stock Exchange.
The securities market of Moscow Exchange falls into three market sectors:
• Main Market is the most liquid regulated market where trades are executed with the
Central Counterparty with advance depositing of assets. In the Main Market sector
stocks, bonds, depositary receipts and fund shares are traded in various trading modes
including the Main trading mode (anonymous indirect trades), Negotiated trades mode,
repo trades modes, modes for placement and redemption of securities and a number of
special modes. Trades executed in the Main trading mode are settled on the trade day
(T+0).
• Standard is a regulated market for stocks and fund shares where trades are made
with the Central Counterparty and settled on T+4. In addition to the main trading
session there is an evening trading session from 7.00 pm to 11.50 pm held in the
Standard sector.
• Classica is a classic market where direct trades in stocks, bonds and fund shares are
executed without full advance depositing of assets with an option to settle in US
dollars.
11
12. Settlement of claims for Corporate Actions:
Main Market of Moscow Exchange
• Trades executed in the Main trading mode are settled on the trade day (T+0).
• No corporate actions claims (except for REPO trades) could appear * .
* Claims for repo trades will be described later
12
13. Settlement of claims for Corporate Actions:
Standard sector of Moscow Exchange - legal rationale
• Trades executed in the STANDARD sector are made with the Central
Counterparty and settled on T+4 basis.
• According to the APPENDIX No.18 to the Rules of Securities Trading of the
Closed Joint-Stock Company "MICEX Stock Exchange" Terms and conditions of
transactions with the Central Counterparty in the Market Sector «Standard»
“ Except in cases of the termination of the PSA, the Seller undertakes to transfer
to the Buyer any dividends, interest, income or other distribution of profits on the
Securities (hereinafter referred to as “Income”) within 10 (ten) banking days
following the day of the Seller receiving such Income, provided that the date on
which the list of persons who have the right to receive Income (hereinafter
referred to as “the List”) is compiled coincides with or falls later than the date of
the PSA being concluded. ”
13
14. Settlement of claims for Corporate Actions:
Standard sector of Moscow Exchange - Claims settlement Market practice
• Exchange provides its participant with notification (if Exchange is to pay
dividend) or claim letter (if Exchange is to receive dividend)
• Claims are settled with cash transfers to bank details stated in claim letters.
14
15. Settlement of claims for Corporate Actions:
Classica sector of Moscow Exchange - legal rationale
• Settlement terms are flexible according to the agreements between CPs.
• According to the “TRADING AGREEMENT of Not-for-Profit Partnership Russian
Trading System Stock Exchange”
“ Except in cases of the termination of the PSA, the Seller undertakes to transfer
to the Buyer any dividends, interest, income or other distribution of profits on the
Securities (hereinafter referred to as “Income”) within 10 (ten) banking days
following the day of the Seller receiving such Income, provided that the date on
which the list of persons who have the right to receive Income (hereinafter
referred to as “the List”) is compiled coincides with or falls later than the date of
the PSA being concluded. ”
15
16. Settlement of claims for Corporate Actions:
Classica sector of Moscow Exchange - Claims settlement Market practice
• CPs provide each other with formal claim letters.
• Claims are settled with cash transfers to bank details stated in claim letters.
16
17. Settlement of claims for Corporate Actions:
SBL Trades on Moscow Exchange - legal rationale
• According to the “Rules of Securities Trading of the Closed Joint-stock Company
"Micex Stock Exchange”
“ If decision of the Director General of the Exchange does not provide otherwise,
the buyer in the first leg of the REPO transaction shall be obliged to transfer to the
seller in the first leg of the REPO transaction any dividend, interest or other
distribution (hereinafter – Yield) on securities in which the REPO transaction was
concluded within thirty (30) calendar days following the date of payment/transfer
of Yield by the issuer, if the list of persons entitled to its receipt is determined after
the actual date of settlement of obligations on the transfer of securities in the first
leg of the REPO transactions and before the settlement of obligations on the
transfer of securities in the second leg of the REPO transaction inclusive. The
parties shall be entitled to conclude an additional agreement establishing a
different term and/or procedure for the transfer of Yield, transferred by the Issuer
in non-monetary form. ”
17
18. Settlement of claims for Corporate Actions:
SBL Trades on Moscow Exchange - Claims settlement Market practice
• CPs provide each other with formal claim letters.
• Claims are settled with cash transfers to bank details stated in claim letters.
18
19. Settlement of claims for Corporate Actions:
o Corporate actions claims on OTC trades - legal rationale
Most OTC trades in Russia are settled in accordance with agreement
mentioned earlier:
“TRADING AGREEMENT of Not-for-Profit Partnership Russian Trading System
Stock Exchange”, in accordance with it
“ Except in cases of the termination of the PSA, the Seller undertakes to transfer
to the Buyer any dividends, interest, income or other distribution of profits on the
Securities (hereinafter referred to as “Income”) within 10 (ten) banking days
following the day of the Seller receiving such Income, provided that the date on
which the list of persons who have the right to receive Income (hereinafter
referred to as “the List”) is compiled coincides with or falls later than the date of
the PSA being concluded. ”
If CPs prefer to use any special PSAs for trades, income claims are to be
described in this PSAs.
19
20. Settlement of claims for Corporate Actions:
o Corporate actions claims on OTC trades - Claims settlement
Market practice
• CPs provide each other with formal claim letters.
• Claims are settled with cash transfers to bank details stated in claim letters.
20
21. Settlement of claims for Corporate Actions:
o Any other Corporate Actions claims except voting and income
claims (buy-back, pre-emptive right, conversions etc.)
Are not regulated by any laws, rules of exchanges or agreements.
Could be described in specific PSAs
Could be described in additional agreements
Could be settled according to market practice and arrangements between
trades.
o Claims settlement Market practice:
CPs provide each other with formal claim letters.
Specific for any particular case.
21
22. Settlement of claims in BCS - legal rationale
o SPECIAL TERMS FOR TRANSACTIONS ON RUSSIAN SECURITIES
MARKET (SCHEDULE G to GENERAL TERMS OF BUSINESS):
“ 6.1 Unless otherwise agreed between the Parties in writing, where the period
from and including the Trade Date to and excluding the Delivery Date of a
particular Transaction extends over a record date in respect of any Securities
subject to that Transaction and the income payment date is beyond such period,
the Seller shall on the date such income is paid by the Issuer transfer to or credit
to the account of the Buyer an amount equal to (and in the same currency as the
Purchase Price, unless the Seller is instructed otherwise) the amount of income
received from the Issuer/paying agent or any third party. ”
“ 6.2 Seller’s obligation to transfer the income to the Buyer arises after actual
receipt of such income. However, the Seller shall use reasonable efforts to
receive the income from the Issuer/paying agent, but shall not be obliged to
enforce payment of the income at its own expense. “
22
23. Settlement of claims in BCS - processing
After issuer announces that all dividend payments to the shareholders are
settled Client or BCS provide each other with formal claim letters.
Claims are settled with cash transfers to bank details stated in claim letters.
Scheme of dividend claim origination and processing
23
24. Annual Dividend Live Cycle for Russian equities
1. Till 30th of January if the latest term is not stated by the Articles of association of company
Shareholder(s) who have not less than 2 % of share capital of the company have
right to suggest questions to the agenda of AGM (including promotion of candidates to
BOD but excluding recommended amount of dividends per share)
2. Not later than 35 days before the AGM
RD and Agenda (including recommended DPS) for the AGM should be approved
by BOD. DPS is approved by BOD and recommended to AGM, AGM should approve or
not approve recommendations of BOD.
3. Not earlier than 1st of March but not later than 30th of June
AGM of Company should take place, AGM approves dividends
4. Not later than 60 days after dividends approved by AGM (AGM date)
Dividends are to paid to the shareholders.
5. According to rules of Exchange (10 or 30 business days) or any other terms put by
specific PSA or agreements between traders
Claims between CPs are to be settled
24
25. 1Q, Half Year and 3Q Dividend Live Cycle for Russian equities
1. Not later than 3 month after period for which dividends are to be paid (1Q, Half Year or 3Q)
Dividends are to be approved by EGM
2. Not later than 35 days before the EGM
RD and Agenda (including recommended DPS) for the EGM should be approved
by BOD. DPS is approved by BOD and recommended to EGM, EGM should approve or
not approve recommendations of BOD.
3. Not later than 60 days after dividends approved by AGM (AGM date)
Dividends are to paid to the shareholders.
4. According to rules of Exchange (10 or 30 business days) or any other terms put by specific
PSA or agreements between traders
Claims between CPs are to be settled
• AGM - annual general meeting, EGM - Extraordinary general meeting
• DPS - dividend per share
• BOD - Board of directors
25
26. Dividend Taxation for Russian equities
Instrument / Market
Shareholder - resident
of Russia
Shareholder - non
resident of Russia - no
Tax treaties
Shareholder - resident
of Cyprus - Tax treaty
Shareholder - resident
of UK - Tax treaty
Local shares 9% 15%
5 % (position cost
more than 100000
EUR), 10 % for all
other cases
10%
ADRs/GDRs on
Russian local shares
15% 15% 15% 15%
26
27. THANK YOU
In case of any questions regarding Dividends
or any other Corporate actions
please address them to
Anton Kashkin
Head of Corporate Actions
Investment Bank
BCS Financial Group
phone: +7 (495) 785 53 36 (ext. 7891)
mob: +7 (916) 564 63 58
akashkin@msk.bcs.ru