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Dematerialization (securities)
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 (e.g., French system) 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. History Although the phenomenon is ancient, since book-entry systems for recording securities have been noted from civilisations as early as Assyria in 2000 BC, it gained new prominence with the advent of computer technology in the late 20th century. Even during the period when paper certificates were popular, book-entry systems continued since many small firms could not afford printing secured paper-form securities. These book-entry sec ...
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Finance
Finance is the study and discipline of money, currency and capital assets. It is related to, but not synonymous with economics, the study of production, distribution, and consumption of money, assets, goods and services (the discipline of financial economics bridges the two). Finance activities take place in financial systems at various scopes, thus the field can be roughly divided into personal, corporate, and public finance. In a financial system, assets are bought, sold, or traded as financial instruments, such as currencies, loans, bonds, shares, stocks, options, futures, etc. Assets can also be banked, invested, and insured to maximize value and minimize loss. In practice, risks are always present in any financial action and entities. A broad range of subfields within finance exist due to its wide scope. Asset, money, risk and investment management aim to maximize value and minimize volatility. Financial analysis is viability, stability, and profitability asse ...
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Central Securities Depository
A central securities depository (CSD) is a specialized financial organization holding securities like shares, either in certificated or uncertificated ( dematerialized) form, allowing ownership to be easily transferred through a book entry rather than by a transfer of physical certificates. This allows brokers and financial companies to hold their securities at one location where they can be available for clearing and settlement. This is usually done electronically, making it much faster and easier than was traditionally the case where physical certificates had to be exchanged after a trade had been completed. In some cases these organizations also carry out centralized comparison, and transaction processing such as clearing and settlement of securities transfers, securities pledges, and securities freezes. Scope A CSD can be national or international in nature, and may be for a specific type of security, such as government bonds. Domestic central securities depository Many c ...
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Securities (finance)
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. Securities may be represented by a certificate or, more typically, they may be "non-certificated", that is in electronic ( dematerialized) or "book entry only" form. Certificates may be ''bearer'', meaning they entitle the holder to rights under the security merely by holding the security, or ''registered'', meaning they entitle the holder to rights only if they appear on a secur ...
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Legal Documents
Legal instrument is a legal term of art that is used for any formally executed written document that can be formally attributed to its author, records and formally expresses a legally enforceable act, process, or contractual duty, obligation, or right, and therefore evidences that act, process, or agreement.''Barron's Law Dictionary'', s.v. "instrument". Examples include a certificate, deed, bond, contract, will, legislative act, notarial act, court writ or process, or any law passed by a competent legislative body in municipal (domestic) or international law. Many legal instruments were written ''under seal'' by affixing a wax or paper seal to the document in evidence of its legal execution and authenticity (which often removed the need for consideration in contract law). However, today many jurisdictions have done away with the requirement of documents being under seal in order to give them legal effect. Electronic legal documents With the onset of the Internet and electron ...
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Stock Transfer Agent
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. Transfer agent or stock transfer agent is the term used in the United States and Canada. Share registry is used in the United Kingdom, Australia and New Zealand. Transfer secretary is used in South Africa. A company may act as its own transfer agent or engage a third-party company to perform ...
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Geneva Securities Convention
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. This convention adopted under the aegis of the International Institute for the Unification of Private Law (Unidroit) complements the "Hague Securities Convention" adopted on 17 January 2002 by the Hague Conference on Private International Law, which entered into force in 2017. Context "Dematerialisation" and the development of "intermediated securities" As for the Hague Securities Convention, the Geneva Securities Convention concerns only securities that are not traded under a paper form. These securities, sometimes called "dematerialised securities", constitute in many States, more than 99% of the securities issued by listed companies on the so-called "regulated markets". The ...
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Treasury Direct
TreasuryDirect is a website run by the Bureau of the Fiscal Service under the United States Department of the Treasury that allows US individual investors to purchase United States Treasury security, treasury securities, such as savings bonds, directly from the US government. It enables people to manage their investments online, including connecting their TreasuryDirect account to a bank account for deposits and withdrawals. TreasuryDirect started in 1986 as a book entry system with business conducted over United States Postal Service, postal mail, as an alternative to purchasing securities as Engraving, engraved paper certificates. The current online system launched in 2002. Treasury has been working on a new version since 2014, but it has not launched yet. Products and services A TreasuryDirect account enables purchasing treasury securities: Treasury bills, Treasury notes, Treasury bonds, Inflation-Protected Securities (Treasury security#TIPS, TIPS), floating rate notes ( ...
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Direct Holding System
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. Advantages Directly registering a stock precludes it from being borrowed by short sellers. Additionally, it acts as an artificial source of 'illiquidity' for investors who wish to precommit to a long term position, as shares held in a DHS take longer to sell, and are often batched at market prices (ie sellers have little control over their exit price). This of course is also a disadvantage for many investors, who prefer the convenience and liquidity of a traditional broker. Historic disadvantages Within this system, transfers of securities had to be settled through the physical delivery of paper certificates an ...
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Unidroit Convention On Substantive Rules For Intermediated Securities
UNIDROIT (formally, the International Institute for the Unification of Private Law; French: ''Institut international pour l'unification du droit privé'') is an intergovernmental organization whose objective is to harmonize international private law across countries through uniform rules, international conventions, and the production of model laws, sets of principles, guides and guidelines. Established in 1926 as part of the League of Nations, it was reestablished in 1940 following the League's dissolution through a multilateral agreement, the UNIDROIT Statute. As at 2019 UNIDROIT has 63 member states. UNIDROIT has prepared multiple conventions (treaties), but has also developed soft law instruments. An example are the UNIDROIT Principles of International Commercial Contracts. Distinctly different from the Convention on the International Sale of Goods (CISG) adopted by UNCITRAL, the UNIDROIT Principles do not apply as a matter of law, but only when chosen by the parties as t ...
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Euroclear
Euroclear is a Belgium-based financial services company that specializes in the settlement of securities transactions, as well as the safekeeping and asset servicing of these securities. It was founded in 1968 as part of J.P. Morgan & Co. to settle trades on the then developing eurobond market. It is one of two European international central securities depositories (Clearstream being the other). Activity Euroclear settles domestic and international securities transactions, covering bonds, equities, derivatives, and investment funds. Euroclear provides securities services to financial institutions located in more than 90 countries. In addition to its role as an international central securities depository (ICSD), Euroclear also acts as the central securities depository (CSD) for Belgian, Dutch, Finnish, French, Irish, Swedish, and UK securities. Euroclear also owns EMXCo, the UK's leading provider of investment-fund order routing. Retail investors are able to have direct acco ...
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Depository Trust Company
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. History DTC was formed in 1973 under the special incorporation laws of New York for trust companies. DTC manages book-entry securities entitlement transfers for brokerage houses and maintains custody of global (jumbo) stock certificates and other stock certificates through its affiliated partnership nominee, Cede and Company. DTC maintains Omnibus Customer Securities Accounts for the account of the DTC Participant. Bill D ...
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