Аннотация на английском языке (Охрана и защита прав на бездокументарные акции в Российской Федерации)

Federal state-fundededucationalinstitutionof higher educationRUSSIAN ACADEMY OF NATIONAL ECONOMYAND PUBLIC ADMINISTRATIONUNDER ТНЕ PRESffiENTOF ТНЕ RUSSIAN FEDERA TIONas the manuscriptUvakina Tatiana VladimirovnaSAFEGUARDINGAND PROTECTIONOF ТНЕ RIGHTS ТО UNCERTIFICATEDSHARES IN ТНЕ RUSSIAN FEDERATION12.00.07 - Сотрогаге law; competitive right; energy lawThe summary of the dissertation forCandidate ofLegal Sciences degree awardResearch supervisor:Doctor of LawProfessor S.D. MogilevskyMoscow 2018Relevance of the dissertation research topic. An appropriate safegu.ardingand protection of the whole set of rights to uncertificated shares is impossiblewithout а thorough analysis of the legal nature of the latter.

Structl1ring the existingmethods of safeguarding and protection of the rights to uncertified shares, applyingthe most effective of them, developing suggestions оп creating new methods ofsafeguarding and protection applicable in сuпепt legal reality require an analysis ofthe legal grounds for t11etransfer of uncertificated shares to new owners under theсuпепtlegislationas well as the transfer of individualrights granted Ьуuncertificated shares.It is known that the reform of civillegislation оп securities introduced in 2013was aimed, among other things, at clarifying the legal nature ofuncertificated shares,however, this has generated а number of debatable issues including ambiguity ofthelegal category «uncertificated share».The сuпепt legislation lacks а clear legal position оп the legal nature ofuncertificated shares.

Thus, Article 128 ofthe Civil Code ofthe Russian Federationunequivocal1y attributes uncertificated shares to the category of «ргорегту», whileunder Article 142 of the Civil Code of the Russian Federation securities wererecognized as obIigation and other rights vested in the decision оп issue. Thus, theuncertificated share is simultaneously attributed Ьу the legislator to categories of«ргорепу» and «rights». This duality in the legislative defmition ofthe legal пашгеof uncertificated shares leads to difficu1ties in law enforcementwhenit comes tosafeguarding and protection of rights to them since complete exercise of rights isimpossible without the sufficient level of their safety as wel1 as effective remediesavailable ш case of rights violation.Taking into ассошп the indicated ресцйаппез, the law enforcement officialis сuпепtlу faced with а set of practical problems in safeguarding and protection ofrights to uncertificated shares.

ТЬе search for пгаспса! soluti()nsr~(}llirp", яп in_г1ргthstudy ofthe legal framework andjurisprudence, forcing to шгп to the study oftheory.At the present there is а need for an updated approach to the issue ofsafeguarding and protection of rights to uncertificated2shares considering thefollowing factors: emphasizingthe branch of corporate law; structuring thecorporate rights granted Ьу uncertificated shares to а person authorized to exercisethe rights granted Ьу them, taking into account а «managerial» aspect of the legalnature of t11e latter, ensuring security and providing effective шеспашвшэ ofprotection of managerial rights granted Ьу uncertificated shares to the holder.Могеоуег, it is necessary to take into account the current level and the prospects ofinformation technology and digital есопоmу development.Ап important characteristic of modem legal reality is the world tendency tointroduce new technologies in the sphere of law enforcement in relation to theuncertificated share.

First of аН, it is а tendency for transition to electronic documentexchange, which has considerably facilitated the process of securing and exercisingthe rights granted Ьу uncertificated shares, as well as а tendency [ог shareholders tofulfill the duties imposed оп them Ьу the fact of owning uncertificated shares (forexample, electronic voting via the Intemet at general shareholder meetings). In thiscontext it is worth mentioning about the Russian Federation Central Вank сашраignоп analyzing possibilities of using distributed ledger teclmology to create and storeaccounts, applicable тог shareholder registers as we1l1. Сuпепtlу, the Central Bankof the Russian Federation in cooperation with fmancial market participants isextensively discussing and lпаkiпg preparations to test the distributed ledgertechnology in the indicated area.Оп the опе hand, the outlined tendencies for expanding the newtechnology application contribute to acceleration and facilitation of transfer ofuncertificated shares, the rights vested Ьу them and execution of such rights; оп theother hand, they increase cybercrime risks, with uncertificated shares to Ье thelRef.:lHll-';:,.llvvvvv".,",Ul.lШl-'l(;;:';:'I~~"V.Нl,",(reference date 10.08.2018).",LV7.c.VllэlJV71VllLVll-V7-"'''::'lLJVUl~.ННl1targets of il1egal act.

Taking цпо ассошп the uncertificated fопn of shares апо theаозепсе of the identifier for еасЬ paper (the сuпеnt legislature stipulates on1yissue number assigning), as wel1 as the tendency in the securities market [отtransition to remote client identification, the risk of illegal disposal ofuncertificated shares from the ownership ofthe authorized person increases. Theindicated risks require the development of adequate mechanisms for theirminimization at the legislative level.Considering the tendencies highlighted аэоуе, there is аn obvious need forconductil1g а comprehensive research which, оп the опе hand, would Ьесоте anегегпеш of зстеппйс investigation of the indicated topic, and, оп the otherhand,would identify the existing gaps and the ambiguous wording of the сuпеntlegislation, and suggest ways of сопесting the revealed shortcomiвgs.

It is necessaryto develop regulatory measures protecting both the «ргорепу» and «поп-ргорепу»rights of uncertificated shareholders emphasizing the «managerial» aspect. It seemsthat the key to the effective functiol1ing ofthe legal standards goveming the outlinedissues should Ье an unambiguous interpretation of the standards and the consistencyin application ofthe lega1 pattems involved in developing these standards, in variousregulatory legal acts.ТЬе aim and tasks of the study. ТЬе aim of цте dissertation research is аcomprehensiveanalysis of сштепт law standards, jurisdictionand scientificadvances ш safeguardiвg and protection of rights to uncertificated.

shares under theRussian legislation. ТЬе indicated analysis has made it expedient то systematizeseparate theoretic-legal provisions and сцпегп law standards оп the issues understudy.Considering the ацп set the following tasks Ьаус Ьееn fопnulаtеd:• to investigate the legal nature of uncertificated shares;• to outline the characteristics and the concept of the uncertificated зпаге;• to justify the need to employ the tепn "uncertificated" ш relation to а share as the;:)l-',",,",ifi~ut~lШUHU~llll1C:;UJ11yLIJCрссццш шеь uf шеи l~g(t1 пашге ош п 1S потairned at opposing to other possible fопns of зпагев;4• to suggest а possibility of ошег (арап from certificated and uпсеrtifiсаtеd) formsof shares;• to specify the list of регsопs епtitlеd to exercise the rights granted Ьу uncertificatedshares, to indicate пте persons who [аН шшег the category "the persons authorizedto exercise the rights granted Ьу uncertificated shares";• to validate that only the "ргорепу" approach to the defmition ofthe legal nature ofuncertificated shares allows to properly safeguard and, if necessary, protect thewhole set of rights of their holder;• to роцп out legal specifics of encumbering uncertificated shares as property, andrestrictions оп the transfer of certain rights granted Ьу Цтеш;• to indicate and investigate the peculiarities of various ways of the transfer ofuncertificated shares and the rights granted Ьу them;• to оutliпе the specifics of safeguarding and protecting the non-property rights ofthe holder and the person authorized to exercise the rights to uncertificated shares;• to suggest groups of authorized entities to safeguard and protect the rights touncertificated shares and to structure the legal instruments they use;• to put forward suggestions оп introducing amendments to the current legislationоп the basis of the conducted research.ТЬе object and subject of researcb.

The object ofthe research is the publicrelations established in the course of owning uncertificated shares, when папягеппп;uncertificated shares, certain rights and obligations conferred Ьу them.The subject ofthe dissertation research is the standards ofthe сuпепt Russianlegislation regulating the issues indicated as an object of the dissertation research;practice in the application of such standards; scientific advances[пthe indicatedarea.ТЬе validity and reliability of the research results аге supported Ьу thefol1owing facts:5• employing Ьу the author of the dissertation research the methods of scientificknowledge relevant to the subject of the research and accepted as legal sciencemethodology;• studying the геяшапопв of various levels, including interpretations of the highestlegal authorities regulating the problematic aspects examined in the dissertationresearch;• reviewing Ьу the author а sufficient amount of scientific literature;• the fact ofpositive assessment ofthe author's ideas Ьу the scientific community int11esubject агеа under study, which is confmned Ьу numerous invitations of theauthor to participate in intemational scientit'ic and practical conferences оп the issuesof business and corporate law, as weB as а significant amount of the author'spublications in the State Commission for Academic Degrees and Titles реегreviewed print media and scientific and practical joumals оп legal issues.ТЬе scientific novelty of the research is that within the comprehensiveanalysis of the legal nature of uncertificated зпагев and specifics in transfer ofuncertificated shares to new owners, оп the опе hand, and transfer of certain rightsсопfепеd Ьу them to the persons entitled to exercise the rights сопfепеd Ьуuncertificated shares, оп цтс other hand, safeguarding and protection of the rights touncertificated shares Ьауе been examined using corporate law tools.Following the "property" approach to the legal nature ofuncertificated shares,features of uncertificated shares Ьауе Ьееп marked ош; the author's definitiol1 of theconcept under study has been formulated and the prematurity in rejection of the term"uncertificated" as applied to the legal category "shares" has been justified; the listof the persons fal1ing under the category "the persons entitled to exercise the rightsgranted Ьу uncertificatedашпопхецSUbJt:CIS1:0shares" has Ьееn suggested.схссше sаtеguагdшgМогеоуег, the list ofапс рготеспопот' the rights touncertificated shares has been developed, and measures to Ье taken Ьу these personsto safeguard and protect the rights Ьауе Ьееп outlined.