Letteratura scientifica selezionata sul tema "Privately placed securities"

AbstractThe market of a successful financial centre must be efficient, orderly, and fair, which requires that investor protection rules be enforced effectively. While a substantial literature exists promoting privately driven enforcement of investor protection rules, there is a growing consensus that enforcement action by public bodies is likely to be more important for most markets than privately initiated litigation. Hong Kong exemplifies this point. In Hong Kong, public authorities carry almost the entire burden of enforcing corporate and securities laws. Yet Hong Kong functions at a high level of quality globally despite operating a market in which most companies are foreign-incorporated—often originating from jurisdictions with reputations for governance that are middling at best—and trading takes place in multiple currencies. To revisit the debate on the determinants of effective corporate and securities law enforcement, this paper evaluates the enforcement of investor protection laws in Hong Kong. The paper first examines the institutional context, presenting key corporate and securities regulation and explaining avenues for private and public actions. It looks at the powers and competencies of the relevant supervisory authorities, including the stock exchange, which has a quasi-public role in regulating the market. Then, using publicly available data supplemented through interviews with agency staff, the paper presents Hong Kong’s enforcement “inputs” (funding and staffing) and “outputs” (actions and sanctions) for the main public enforcers. We find evidence that the Hong Kong public enforcement model effectively disciplines even its dangerous environment of foreign companies, controlling shareholders, and complex, international groups, and might be able better to do so exactly because of a focus on public, rather than private, enforcement.

This article examines the « going private » phenomenon as it has developed in the United States and Canada over the past few years as well as its implications for Quebec law. « Going private » transactions involve different means of corporate reorganization that allow a few controlling shareholders to eliminate, without adequate compensation, most other shareholders from further participation in a corporate body. Such transactions are of interest to those who study company law or securities law as the methods employed often go beyond the spirit of both. The author attempts to demonstrate the role each can play in preventing abuses of minority rights. Corporate law, while ensuring majority rule, seeks to protect individual shareholders while securities law has developed to avoid the manipulation of individual shareholders in transactions involving securities. The author believes that « going private » should take place only if full disclosure of the aims of the controlling group have been given to the minority, if there is a valid business purpose for going private and if the eliminated shareholders are treated fairly. Examples of these criteria are to be found in recent American, Canadian and Quebec jurisprudence as well as in the policy statements of the Securities Exchange Commission and the Ontario Securities Commission. These are analysed in relation to present Quebec law. The author suggests that the Quebec Securities Commission should adopt a policy statement on « going private » similar to that of the OSC. This would be a better means of ensuring that the Quebec Securities Commission fulfill its role of promoting investor protection and an efficient securities market.

Purpose – To explain a recently settled administrative proceeding that the US Securities and Exchange Commission (SEC) brought against a private fund manager in connection with the use of fund assets to pay for the manager’s operating expenses. Design/methodology/approach – Explains the major takeaways from the settled case, and places them in the context of prior administrative proceedings and public statements from SEC staff. Findings – This case is the latest example of the SEC taking action against a private fund manager related to the improper deduction or allocation of expenses, and related disclosure lapses, and further cases are expected in the future. Practical implications – Private fund managers should examine their practices involving the reimbursement and allocation of expenses and related disclosures to fund investors. Originality/value – Practical guidance and explanation from experienced securities regulatory lawyers.

Listing rules have always played a significant role in corporate regulation by controlling the manner in which companies raise capital through the issue of securities and the subsequent trading of those securities between investors. The regulatory role of listing rules can be characterised as the top-tier in a system of regulation for listed companies in which the lower tiers are represented by securities law and general corporate law. Company law represents the bottom tier of regulation as it applies to all companies, albeit with some distinctions made between public and private companies. While company law does contain a substantial body of rules which are subject to change by share-holders (‘default rules’), it also contains a core of mandatory rules (not subject to change by shareholders) which are regulatory in their nature.

The article sums up a review of theoretical approaches to the interpretation of economic categories “securities market” and “stock market” and a chronological analysis of the stock market development in independent Ukraine. It is shown that two general approaches to the interpretation of the above categories exist, legislative and scientific. The latter one can, in turn, be subdivided into narrower approaches: segment approach, with securities market treated as a part of the capital market or financial market; functional approach, with securities market seen as a floor for sales and purchase of securities; normative approach, with securities market addressed as a sophisticated mechanism used to set legal and economic relations between business entities; logical approach, with securities market considered as a set of transaction mechanisms. The authors’ definition of the securities market is proposed: a segment of the financial market, on which interactions between various market actors take place, related with issuance, purchase and sales of securities that have value, circulate freely and certify the relations of co-ownership or lending, with the purpose of effective distribution and rational allocation of financial resources in the socio-economic area of a country with due account for the society’s interests and needs. The authors’ chronology of the securities market development in Ukraine is proposed, in which six phases are distinguished. The first phase is “reappearance” (1990). The second phase is “formation” (1991–1994), falling upon radical market-driven transformation in the Ukrainian economy. The third phase is “development” (1995–1999): search of the effective owners on the boosting market, setting up a system for control over sales and purchase of securities, creation of investment funds, financial and industrial companies and private pension funds. The fourth phase is “improvement” (2000–2002): creating a system for information support for circulation of securities issued in non-documentary form, and computer software for operating the State registers. The fifth phase is “recovery” (2003–2006): gradual decline of crisis tendencies in the economy along with the recover at the securities market. The sixth phase is “financial globalization” (from 2007 and on). This approach enables to investigate the securities market dynamics over 1991–2018 and give detailed descriptions of each phase with emphasis on core historic event in each.

Since the empowerment of the Securities and Exchange Board of India (SEBI) through an Act of Parliament in 1992, SEBI has come up with a number of initiatives aimed at regulating and developing the Indian securities market and improving its safety and efficiency. These initiatives have made an impact on nearly every aspect of the market. Some of those initiatives have transformed the market fundamentally. Particularly noteworthy is the growth in the following: Market capitalization Number of listed firms Trading volumes and turnover both in the spot and futures markets. There is a growing network of financial intermediaries that operate in a highly competitive environment while being governed by a tight set of norms. India has one of the most sophisticated new equity issuance markets. Disclosure requirements and the accounting policies followed by listed companies for producing financial information are comparable to the best regimes in the world. The Indian securities market is among the safest and the most efficient trading destinations internationally. The Indian corporate governance code is compared to the Sarbanes Oxley Act of the USA. India has one of the fastest growing and well-developed asset management businesses in the world, with state-owned as well as private sector players. That said, the Indian market is often hostage to some scam or the other from time to time. Effective enforcement of compliance is cited as one of the reasons for these unsavoury episodes. The role that SEBI's initiatives have played in bringing about this transformation of the market has not been researched comprehensively so far. Literature that has analysed the efficiency and the design of the Indian securities market has examined the role of certain specific regulatory provisions on the functioning of the securities market. So also the various annual reports of SEBI discuss the regulatory and other institutional developments that took place during the year under review. However, no attempt seems to have been made to take stock of all the various initiatives of SEBI so far and assess its impact on the activity in the securities market. This paper identifies some of the major interventions of SEBI relating to each of these aspects of the market and critically examines the economic consequences of the same. Such a stock-taking will enable a well-rounded and objective review of SEBI's performance. It is also likely to suggest interesting areas for further research.

John Moody published his first railroad security analysis and ratings manual in April 1909. This study analyzes several current issues by looking back at Moody's original intentions for constructing a ratings system. The study analyzes whether Moody intended his ratings to reflect his private information, or rather, to serve some alternative role, as with monitoring conflicts of interests or realizing informational economies of scale. The study uses an ordinal regression approach to evaluate a set of explanatory variables, constructed from both the manual itself and the panic months of 1907, to test the potential information content of Moody's ratings. At the time of Moody's first rating system, the illiquidity of the US Treasury market forced investors to seek alternative ‘high-quality’ securities. Indeed, Moody rated 38.94 percent of railroad bonds as Aaa, and rated 85.25 percent of railroad bonds as A, Aa or Aaa in his universe of railroad bonds rated. To further test the informational content of Moody's ratings, the study pursues a structural default analysis during the panic year of 1907, which yields results that indicate that the default risk of railroad securities was quite low at the time. These results provide justification for the high overall ratings that Moody assigned to railroad securities, and thus their role as near risk-free securities. Therefore, railroad securities, and Moody's ratings, played a particularly important role in the financial system at the time.

The purpose of the study is to substantiate the need to determine the essence and place of the public debt market in the financial market. Achievement is ensured by the implementation of tasks: systematization of views of domestic and foreign scientists on the essence of the place of public debt in the classification system of financial market segments; study of the structure of the financial market in terms of segments that ensure the implementation of debt financing of public debts; development of a theoretical approach to the structure of the public debt market. The article considers and systematizes the views of scientists concerning the place of the state morgue market in the financial market. The article substantiates the need to supplement the classification features for financial market segmentation in terms of complementing the target of market participants and identifying segments: the market for attracting financial resources to cover the state budget deficit (public debt market); the market for attracting financial resources to increase private capital. The concept of the public debt market is defined and its structure is proposed in general and detailed form. In general, the structure of the public debt market covers the debt securities market and the external credit market. The government debt securities market is a segment of the securities market, which in turn can also be classified. The same can be said about the external segment of the credit market. However, if the government debt securities market is fully owned by the public debt market, then the external segment of the credit market is only partially owned. The detailed structure of the public debt market is also presented. Conclusions are drawn and the directions of further scientific research in this direction are indicated.

This article is devoted to analysis of the pledge law regulation in the Civil Code of the Czech Republic. The Civil Code was adopted within a private law reform. The author addresses the fact of renouncing dualistic system of private law. The notion of pledge in Czech law is discussed. The article places special emphasis on the evaluation of the pledge agreement’s position in the pledge relationships together with correlation of the contract and law’s state in course of pledge agreement negotiation. Requirements to the form of contract and its content depending on a pledged assets are esteemed. The article also includes comment on the Czech law approach to the registration of the pledge titles and security interests. The articles of the newly adopted Civil Code are compared with prior legal regulation in the Czech Republic. The author focuses on characteristics of special types of pledge such as pledge of shares, securities, account of paperless securities’ owner, rights in action and special property. The procedure for levying execution is examined in the article in combination of analysis of the role of parties’ declaration of intent in a process of selection of assets disposal method. There are such methods as public sale and enforced sale. Both methods’ procedures are regulated by special laws. The article gives priority of claims in case of asset disposal which is stipulated by the Civil Code.

This thesis investigates the share price response to the announcement of private placements of hybrid securities in Australia. Firstly, the size and direction of the share price response is examined. Secondly, the determinants of the share price response are examined. Where possible, comparisons are made to evidence from international markets. The sample of data tested consists of 43 announcements of convertible debt issues, 39 announcements of preference share issues and 19 announcements of option issues made between 1983 and 2000 by Australian firms. The analysis of the share price impact in response to the announcements is conducted using Maynes and Rumsey (1993) event study methodology that adjusts for thin trading. The determinants of the share price response are examined using model specifications that are derived from the theoretical literature. The analysis of the announcement effect of private placements of hybrid securities finds significant negative abnormal returns for convertible debt issues, insignificant negative abnormal returns for preference share issues and significant positive abnormal returns for option issues. In comparison to international studies, the convertible debt results are similar to public and rights issues, the insignificant preference share results are similar to other findings and the option results are similar to private placements of equity and rights issues of options. The results of the investigation of the determinants of the announcement effect of private placements of hybrid securities finds that convertible debt issues are best explained by information asymmetry - firm and issue characteristics, the information asymmetry - external monitors hypothesis, the information asymmetry - dynamic hypothesis and the agency cost hypothesis. The impact of preference share issues is best explained by information asymmetry - firm and issue characteristics, the information asymmetry - external monitors hypothesis, the agency cost hypothesis and the price pressure hypothesis. The announcement effect of option issues is best explained by information asymmetry - firm and issue characteristics, the information asymmetry -dynamic hypothesis and the optimal capital structure hypothesis.

This chapter focuses on EU–US cross-border financial market infrastructures (FMIs) and the laws and regulations that govern transatlantic (i.e. cross-border) securities and derivatives transactions. It argues that the overlap of administrative law and private law in the laws and regulations of cross-border securities and derivatives increase the complexity and underlying risk of such transactions. The chapter focuses on two sets of rules that apply to securities and derivatives contracts: (1) the rules that govern the insolvency of an intermediary and investor protection; and (2) the rules for the provision of collateral. It also discusses how the complexity and diversity of conflict of laws regimes, and the diversity in substantive laws for intermediated securities, might undermine the stability of the markets. To do so, the chapter analyses the EU and US regimes for the holding of intermediated securities, the private international law provision in place to reduce jurisdictional frictions, and regulatory discontinuities between the EU and the US.

Mortgage-backed securities (MBSs) have played an important role in the housing and financial markets, providing liquidity to mortgage originators, offering investment opportunities for investors, and helping to set minimum mortgage underwriting standards. This chapter provides an overview of MBSs as an investment tool by presenting an analysis of the MBS market, discussing the securitization process, describing the main MBS pool characteristics, and examining the different types of MBSs in terms of underlying loans (residential mortgage-backed securities and commercial mortgage-backed securities), maturity, interest rate terms, pass-through of interest and principal (pass-through securities versus collateralized mortgage obligations) and issuers (private-label versus agency MBS). The chapter also highlights the major risks inherent to MBSs, particularly prepayment and credit risks.

This chapter focuses on mergers and acquisitions (M&A), entailing going-private transactions, tender offers, proxy contests, mergers, and similar types of transactions. While the framework established by the SEC and Congress on the federal level is commendable, significant gaps exist. This chapter focuses on these gaps and recommends specified measures that should be implemented. The recommended measures are directed toward elevating the federal government’s role to serve as the principal regulator overseeing the M&A process. Among the measures that should be adopted are that: state anti-takeover statutes should be federally preempted; the legitimacy of tactics undertaken in response to takeover bids should be within the province of federal law; and a necessary condition as to whether an offensive or defensive maneuver is permissible and given effect is whether the requisite shareholder approval has been obtained. Importantly, the recommendations advanced in this chapter do not materially impede M&A transactions, recognize that shareholder voice merits a primary role in this process, and correctly place matters of national policy with the federal government rather than the applicable state of incorporation.

This chapter argues that in the late-twentieth century, Britain became a postdevelopmental state — a neoliberal political formation characterized by a constant, unresolved negotiation between old and new that played out across its built environment. It assesses the tensions felt, particularly in the last third of the twentieth century, when Britain's developmental state was in retreat. The chapter also outlines how the urban forms were reimagined and remade from the 1970s and how industrial estates became suburban business parks, central shopping precincts became private shopping malls, and council estates were privatized, hollowed out, and in some cases transformed into securitized compounds like Enterprise Lane. Ultimately, it elaborates a variety of new types of urban space that were seized on by industrialists, urban planners, politicians, and technocrats to form the foundations of a new economy and a new society in the mid-twentieth century.

Banco de la República provides a comprehensive overview of Colombia’s finan¬cial infrastructure in its Payment Systems Report, which is an important product of the work it does to oversee that infrastructure. The figures published in this edition of the report are for the year 2020, a pandemic period in which the con¬tainment measures designed and adopted to alleviate the strain on the health system led to a sharp reduction in economic activity and consumption in Colom¬bia, as was the case in most countries. At the start of the pandemic, the Board of Directors of Banco de la República adopted decisions that were necessary to supply the market with ample liquid¬ity in pesos and US dollars to guarantee market stability, protect the payment system and preserve the supply of credit. The pronounced growth in mone¬tary aggregates reflected an increased preference for liquidity, which Banco de la República addressed at the right time. These decisions were implemented through operations that were cleared and settled via the financial infrastructure. The second section of this report, following the introduction, offers an analysis of how the various financial infrastructures in Colombia have evolved and per¬formed. One of the highlights is the large-value payment system (CUD), which registered more momentum in 2020 than during the previous year, mainly be¬cause of an increase in average daily remunerated deposits made with Banco de la República by the General Directorate of Public Credit and the National Treasury (DGCPTN), as well as more activity in the sell/buy-back market with sovereign debt. Consequently, with more activity in the CUD, the Central Securi¬ties Depository (DCV) experienced an added impetus sparked by an increase in the money market for bonds and securities placed on the primary market by the national government. The value of operations cleared and settled through the Colombian Central Counterparty (CRCC) continues to grow, propelled largely by peso/dollar non-deliverable forward (NDF) contracts. With respect to the CRCC, it is important to note this clearing house has been in charge of managing risks and clearing and settling operations in the peso/dollar spot market since the end of last year, following its merger with the Foreign Exchange Clearing House of Colombia (CCDC). Since the final quarter of 2020, the CRCC has also been re¬sponsible for clearing and settlement in the equities market, which was former¬ly done by the Colombian Stock Exchange (BVC). The third section of this report provides an all-inclusive view of payments in the market for goods and services; namely, transactions carried out by members of the public and non-financial institutions. During the pandemic, inter- and intra-bank electronic funds transfers, which originate mostly with companies, increased in both the number and value of transactions with respect to 2019. However, debit and credit card payments, which are made largely by private citizens, declined compared to 2019. The incidence of payment by check contin¬ue to drop, exhibiting quite a pronounced downward trend during the past last year. To supplement to the information on electronic funds transfers, section three includes a segment (Box 4) characterizing the population with savings and checking accounts, based on data from a survey by Banco de la República con-cerning the perception of the use of payment instruments in 2019. There also is segment (Box 2) on the growth in transactions with a mobile wallet provided by a company specialized in electronic deposits and payments (Sedpe). It shows the number of users and the value of their transactions have increased since the wallet was introduced in late 2017, particularly during the pandemic. In addition, there is a diagnosis of the effects of the pandemic on the payment patterns of the population, based on data related to the use of cash in circu¬lation, payments with electronic instruments, and consumption and consumer confidence. The conclusion is that the collapse in the consumer confidence in¬dex and the drop in private consumption led to changes in the public’s pay¬ment patterns. Credit and debit card purchases were down, while payments for goods and services through electronic funds transfers increased. These findings, coupled with the considerable increase in cash in circulation, might indicate a possible precautionary cash hoarding by individuals and more use of cash as a payment instrument. There is also a segment (in Focus 3) on the major changes introduced in regulations on the retail-value payment system in Colombia, as provided for in Decree 1692 of December 2020. The fourth section of this report refers to the important innovations and tech¬nological changes that have occurred in the retail-value payment system. Four themes are highlighted in this respect. The first is a key point in building the financial infrastructure for instant payments. It involves of the design and im¬plementation of overlay schemes, a technological development that allows the various participants in the payment chain to communicate openly. The result is a high degree of interoperability among the different payment service providers. The second topic explores developments in the international debate on central bank digital currency (CBDC). The purpose is to understand how it could impact the retail-value payment system and the use of cash if it were to be issued. The third topic is related to new forms of payment initiation, such as QR codes, bio¬metrics or near field communication (NFC) technology. These seemingly small changes can have a major impact on the user’s experience with the retail-value payment system. The fourth theme is the growth in payments via mobile tele¬phone and the internet. The report ends in section five with a review of two papers on applied research done at Banco de la República in 2020. The first analyzes the extent of the CRCC’s capital, acknowledging the relevant role this infrastructure has acquired in pro¬viding clearing and settlement services for various financial markets in Colom¬bia. The capital requirements defined for central counterparties in some jurisdic¬tions are explored, and the risks to be hedged are identified from the standpoint of the service these type of institutions offer to the market and those associated with their corporate activity. The CRCC’s capital levels are analyzed in light of what has been observed in the European Union’s regulations, and the conclusion is that the CRCC has a scheme of security rings very similar to those applied internationally and the extent of its capital exceeds what is stipulated in Colombian regulations, being sufficient to hedge other risks. The second study presents an algorithm used to identify and quantify the liquidity sources that CUD’s participants use under normal conditions to meet their daily obligations in the local financial market. This algorithm can be used as a tool to monitor intraday liquidity. Leonardo Villar Gómez Governor