This article is written like a personal reflection, personal essay, or argumentative essay that states a Wikipedia editor's personal feelings or presents an original argument about a topic.(July 2014) |
Investment Securities are securities that have been purchased as an investment. This is in contrast to securities that are purchased by a broker-dealer or other financial intermediary for resale or short term speculation. [1]
Under United States law Investment Securities have a specific meaning and are governed by article 8 of the Uniform Commercial Code (UCC).
Investment Securities is a legal concept enshrined into Article 8 of the UCC. The ownership aspects concerning securities are governed in the United States by Article 8 of the UCC.
This Article 8, actually a text of about thirty pages, [2] has undergone an important recasting in 1994. Since 1994, Article 8 of the UCC considers that the majority of the dematerialized securities that are registered on an account with intermediaries are only reflections of their respective initial issue registered by the two American central securities depositories, respectively the Depository Trust Company (DTC) for the securities issued by corporates and the Federal reserve for the securities issued by the Treasury Department . In this centralized system, the title transfer of the securities does not take place at the time of the registration on the account of the investor, but within the systems managed by the DTC and/or by the Federal reserve. This centralization would not be shocking if it were also accompanied by a centralized register of the investors/owners of the securities, like what is done today in Sweden and in Finland(so-called "transparent systems"). But the DTC and the FED hold no individual register of the transfers of property, so that the possibility for an investor of proving the property of its securities relies entirely on the good replication of the transfer recorded by the DTC and FED at the lower tiers of the holding chain of the securities.
Each one of these links is composed respectively of an account provider (or intermediary) and of an account holder the latter being itself, except for the final investor, account provider of another account holder located at the lower link. The rights created through these links, are purely contractual claims: these rights are of two kinds:
- for the links where the account holder is itself an account provider at a lower tier, the right on the security during the time where it is credited there is characterized as a "securities entitlement", which is an "ad hoc" concept invented in 1994: i.e. designating a claim that will enable the account holder to take part to a prorate distribution in the event of bankruptcy of its account provider.
- For the last link of the chain, in which the account holder is at the same time the final investor, its "security entitlement" is enriched by the "substantial" rights defined by the issuer : right to receive dividends or interests and, possibly, right to take part in the general meetings, when that was laid down in the account agreement concluded with the account provider. The combination of these reduced material rights and of these variable substantial rights is characterized by article 8 of the UCC as a "beneficial interest".
This decomposition of the rights organized by Article 8 of the UCC results in preventing the investor to revindicate the security in case of bankruptcy of the account provider, that is to say the possibility to claim the security as its own asset, without being obliged to share it at its prorate value with the other creditors of the account provider. As a consequence, it also prevents the investor, to assert its securities at the upper level of the holding chain, either up to the DTC or up to a sub-custodian. Such a "security entitlement", unlike a normal ownership right, is no longer enforceable "erga omnes" to any person supposed to have the security in its custody. The "security entitlement" is a mere relative right, therefore a contractual right. Furthermore, this re-characterization of the proprietary right into a simple contractual right enables the account provider, to "re-use" the security without necessarily being obliged to ask for the authorization of the investor, in particular within the framework of temporary operations such as security lending, option to repurchase, buy to sell back or repurchase agreement. Last, but not least, it stumps the distinction between the downward holding chain which traces the way in which the security was subscribed by the investor and the horizontal and/or ascending chains which trace the way in which the security has been transferred or sub-deposited. [3]
Contrarily to some claims suggesting that Article 8 of the UCC denies the substantial rights of American investors when they hold securities through intermediaries such as banks, Article 8 has helped US negotiators during the negotiations of the Geneva Securities Convention, also known as the Unidroit convention on substantive rules for intermediated securities.
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equities and Fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of Uniform Acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UCC adoption by all 50 states, the District of Columbia, and the Territories of the United States.
A repurchase agreement, also known as a repo, RP, or sale and repurchase agreement, is a form of short-term borrowing, mainly in government securities. The dealer sells the underlying security to investors and, by agreement between the two parties, buys them back shortly afterwards, usually the following day, at a slightly higher price.
The Depository Trust & Clearing Corporation (DTCC) is an American post-trade financial services company providing clearing and settlement services to the financial markets. It performs the exchange of securities on behalf of buyers and sellers and functions as a central securities depository by providing central custody of securities.
CREST is a UK-based central securities depository that holds UK equities and UK gilts, as well as Irish equities and other international securities.
Clearstream is a financial services company that specializes in the settlement of securities transactions and is owned by Deutsche Börse AG. It provides settlement and custody as well as other related services for securities across all asset classes. It is one of two European International central securities depositories.
Security market is a component of the wider financial market where securities can be bought and sold between subjects of the economy, on the basis of demand and supply. Security markets encompasses stock markets, bond markets and derivatives markets where prices can be determined and participants both professional and non professional can meet.
The phrase street name securities or "nominee name securities" is used in the United States to refer to securities of companies which are held electronically in the account of a stockbroker or bank or custodian, similar to a bank account. The entity whose name is recorded as the legal owner of the securities is known as the "nominee owner," and that entity has ownership rights in the security. The nominee owner holds those ownership rights on behalf of the true economic owner who is referred to as the beneficial owner.
The indirect holding system is a system of securities clearance, settlement and ownership system where ownership information is held electronically as a book entry. It consists of one or more tiers of intermediaries between issuer and investor. It is an evolution from the "direct holding system" in which owners of securities had a direct relationship with the issuer.
The Direct Registration System (DRS) or direct holding system is a traditional system of securities clearance, settlement and ownership in which owners of securities have a direct relationship with the issuer. As implemented in the past, investors would either be recorded on the issuer's register or they would be in physical possession of bearer securities certificates.
Settlement is the "final step in the transfer of ownership involving the physical exchange of securities or payment". After settlement, the obligations of all the parties have been discharged and the transaction is considered complete.
In India, a Depository Participant (DP) is described as an Agent of the depository. They are the intermediaries between the depository and the investors. The relationship between the DPs and the depository is governed by an agreement made between the two under the Depositories Act. In a strictly legal sense, a DP is an entity who is registered as such with SEBI under the sub section 1A of Section 12 of the SEBI Act. As per the provisions of this Act, a DP can offer depository-related services only after obtaining a certificate of registration from SEBI. As of 2012, there were 288 DPs of NSDL and 563 DPs of CDSL registered with SEBI.
In corporate law, a stock certificate is a legal document that certifies the legal interest of ownership of a specific number of shares or stock in a corporation.
Depository Trust Company (DTC), founded in 1973, is a New York corporation that performs the functions of a central securities depository as part of the US National Market System. DTC annually settles transactions worth hundreds of trillions of dollars, processes hundreds of millions of book-entry deliveries, and custodies millions of securities issues worth tens of trillions of dollars issued in the United States and over 100 other countries. Since 1999 it has been a subsidiary of the Depository Trust & Clearing Corporation, a securities holding company.
A stock transfer agent, transfer agent, share registry or transfer agency is an entity, usually a third party firm unrelated to security transactions, that manages the change in ownership of company stock or investment fund shares, maintains a register of ownership and acts as paying agent for the payment of dividends and other distributions to investors. The name derives from the impartial intermediary role a transfer agent plays in validating and registering the purchase of new ownership shares and, in the case of a transfer of ownership, cancelling the name and certificate of shareholders who sell shares and substituting the new owner's name on the official master shareholder register.
The Unidroit convention on substantive rules for intermediated securities, also known as the Geneva Securities Convention, was adopted on 9 October 2009. It has been signed by only one of the 40 negotiating States (Bangladesh), but not entered into force. The official commentary was published in 2012.
The Financial Services and Markets Authority (FSMA) is the financial regulatory agency in Belgium.
Liquid tradable securities is a generic phrase for a wide range of financial instruments. It often differentiates financial instruments that are easily tradable as opposed to those that require the permission of the company or a signed document that registers the transfer of securities between two market participants. Another way to look at it is the difference between how a person buys a fund and how they buy a bond or share.
Cede and Company, shorthand for "certificate depository", is a specialist United States financial institution that processes transfers of stock certificates on behalf of Depository Trust Company, the central securities depository used by the United States National Market System, which includes the New York Stock Exchange, and Nasdaq.
In finance and financial law, dematerialization refers to the substitution of paper-form securities by book-entry securities. This is a form of indirect holding system where an intermediary, such as a broker or central securities depository, or the issuer itself holds a record of the ownership of shares usually in electronic format. The dematerialization of securities such as stocks has been a major trend since the late 1960s, with the result that by 2010 the majority of global securities were held in dematerialized form.