Russia’s president Dmitry Medvedev signed the country’s so-called CSD law into being in early December last year. The law establishes the particular legal status of the central securities depositary. According to the law the CSD may be any joint stock company which is a non-banking credit organisation appropriately authorised to conduct depositary activities in the securities market and has been acting as a settlement depositary for at least three years. Any entity wishing to become a CSD in the country will have to submit an application to the ministry of finance, a process which is expected to take approximately four months. Interestingly however, it is also prescribed in law that there can only be one CSD in the country. It is expected that there will be at least a full year transition period before the new CSD is fully operational and active.
The next Russian government is expected to adopt a much more proactive strategy to try and attract greater international corporate involvement and more investment in the economy. As well, it looks likely to continue with internal reforms to encourage the evolution of Moscow as an international financial centre. While reform is high on the government’s agenda right now, anti-Putin demonstrations late last year will ensure that for the first half of 2012 at least, politics and the pace of economic liberalisation will remain at the forefront of assessments of the attractiveness of the Russian equity markets.
Many local brokers view the prospect with optimism. According to a broker the government's response to the recent protests offers encouragement that there will be political reform, while WTO membership at least provides a timeline for companies to become more efficient and competitive”.
Among the plethora of rules in the CSD law, it seems accounts can be opened at the registrars either by the CSD or by beneficial owners. Additionally mandatory reconciliation of the CSD’s records with those of the registrar should be undertaken each time that securities transactions are conducted over the nominee holder account of the CSD; to ensure finality of settlement at the CSD.
The nominee concept for foreign entities is also part of the CSD law and will come into force from the beginning of July this year. ICSDs and foreign CSDs will be able to open accounts directly with the national CSD. Other foreign entities wishing to be nominees will be able to do so via their accounts with local custodians.
The president also signed another mouthwateringly titled law, Amending Certain Legislative Acts of the Russian Federation in Connection with the Adoption of the Federal Law on the Central Securities Depository. In more straightforward parlance, this is now referred to as The Satellite Law. This particular law regulates the activities of the professional securities market and ensures compliance with the CSD Law. It covers the types of accounts that can be opened by local depositaries and registrars as well describing some record-keeping features for the safe-keeping of securities of foreign companies operating on behalf of third parties.
This was followed in late January as the newly-merged MICEX-RTS stock exchange reported that it intends to amend its procedures for the delisting of securities. Currently, the removal of securities from the exchange may be initiated by the issuer. Going forward, it looks like the stock exchange will be able to suspend or even forbid a delisting procedure during meetings of its securities markets committee. If a suspension is recommended, investors will be able to leverage a special trading window, for as much as three months, to sell off their securities. Up to now investors had no such protection.
Additionally a working group on the establishment of the country’s so-called International Financial Centre (IFC) is reportedly considering a number of draft amendments to local regulations covering the listing of securities and additional requirements for delisting. According to a release issued by Deutsche Bank.:“ The amendments envisage that the delisting of securities undertaken by a stock exchange due to violations by an issuer or issuer’s agent will result in the introduction of a special six month trading window for these securities and their admission to a ‘non-listed’ securities list. Significantly for investors, shareholders will be able to claim against the issuer’s management team for losses resulting from the de-listing.