Global certificate
Global certificate or global certificate is the term used in banking for a security in which the rights of several shareholders in a share issue or several creditors in a bond issue are uniformly evidenced . It serves to simplify custody account management and enables “no-denomination” securities transactions, because physical documents are no longer required. Complementary term is the effective piece .
General
Most of the effects of institutional and private investors are in securities accounts at banks and savings banks. The global certificate is held in custody at a central securities depository (in Germany Clearstream , formerly Kassenverein ; in Austria OeKB , in Switzerland SIX Securities Services AG ) as part of collective custody ( GS custody ) . Agreement and handover takes place through bookings on deposit accounts of the commercial banks (deposit A for proprietary trading by the bank, deposit B for commission business ) with the central securities depository. The banks in turn keep custody accounts for their customers and make the corresponding offsetting postings.
Legal bases
In § 9a Custody Act the conditions are for the storage of global certificates with CSDs created. A global or global certificate is issued, the term of which is defined in Section 9a DepotG. According to this, the global certificate is a security that evidences several rights, each of which could be evidenced in justifiable securities of one and the same type ( Section 9a (1) sentence 1 DepotG). It certifies a security issue in whole or in part .
The legislature has taken into account the technical progress of shares by granting the stock corporation the possibility in § 10 (5 ) of the AktG to exclude the shareholder's right to securitization. This reduces the security character of the share from the previous "embodiment" in a physical certificate to the existing joint ownership of the shareholder in a global certificate.
The following interpretation of §9a is wrong. §9a was changed a long time ago. '' ' The depositor of a global certificate must expressly authorize collective safe custody (collective safe custody); he is entitled, at any time and without the consent of the other parties involved, to replace a global certificate deposited with a securities depository with individual certificates or vice versa ( Section 9a (1) sentence 2 DepotG).
The deposit of the global certificate has the same legal effect as if an equal number of individual effective securities certificates had been deposited. In the collective custody account, securities of the same issue are kept unseparated for a large number of depositors, whereby the depositor loses sole ownership and receives a co-ownership share in the collective portfolio in accordance with Section 6 DepotG. In the event of a sale, such securities will not be handed over, but a transfer posting of co-ownership shares within the meaning of § 931 BGB . An acquisition in good faith (and objection exclusion) does not find more by immediate possession instead, but only by indirect co-ownership (in the Global Security) and certificate of deposit.
Deposit certificate
In order to assert rights from securities , it is usually necessary to present the documents. However, if there are no (individual) documents for legitimation under securities law, the legal system must develop other procedures. The legislature had recognized this problem, that the right of filing and registration is still based on the “completely outdated concept of effective shares”. Even before the transition to the global certificate in May 1972, it was unreasonable for shareholders to come to the general meeting with the securities certificates. According to current law, it is sufficient to present a deposit certificate, which must be submitted in writing ( Section 123 (3) AktG). It legitimizes the shareholder as a partner in the AG. This deposit receipt must serve as proof of voting rights and can be issued by a notary, a securities depository or a body specified for this in the articles of association. The Articles of Association make it sufficient for the shares to be blocked at the custodian bank with the consent of this depository until the day of the General Meeting; a deposit transfer to the depository is therefore not necessary. As a rule, the admission or voting card for the general meeting fulfills the functions of the deposit certificate.
The deposit receipt thus declares on the one hand that a certain person or a certain company holds shares and on the other hand that these shares are blocked. As a result of the block, the custodian bank will not be involved in a disposition that its customer has commissioned, unless the certificate is returned. In practice, even this return is unnecessary: the bank executes the sales order and informs the company in an electronic system ("DAMBA"). In this way, the current number of shareholders can be determined on the day of the general meeting.
advantages
Global certificates enable efficient and secure custody of securities because there is no need to print individual certificates within an overall issue, there is less need for safe space at the securities depository and no dispatch, insurance or control of documents is required for purchases and sales. This also eliminates the risk of loss of securities, which is particularly high with bearer securities . The global certificate is a step towards value right , in which global certificates are also waived. The securitization of securities is no longer one of the defining elements in terms of banking supervisory law.
See also
Individual evidence
- ↑ § 5 Collective Custody ( Depot Act )
- ↑ Hans-Josef Wieling, Property Law , 2007, p. 113
- ↑ Bundestag printed matter 15/5092, p. 1
- ↑ Oliver C. Brändel / Klaus J. Hopt, Aktiengesetz (Introduction) , 2004, p. 231
- ↑ Harro Otto, Aktienstrafrecht , 1997, p. 127
- ↑ Peter Derleder / Kai-Oliver Knops / Heinz-G. Bamberger, Handbuch zum German and European banking law , 2003, p. 1238
