As I noted a few months ago, the Hague Securities Convention has now come into force. The Hague Conference has now published a second edition of the explanatory report that accompanies the Convention.
(more…)

I remember receiving a gift of a few shares of stock in some large company or other when I was a kid. I received an engraved certificate with the company’s logo, my name, and a lot of legalese that at the time I couldn’t decipher. The naive thought, of course, is that the piece of paper is the share of stock. But of course, the certificate is not the thing itself—it is just evidence of the holder’s rights. And even at the time of the gift (in the late ’70s, I imagine, or the early ’80s) most shares weren’t held or traded using such certificates. Instead, they were held in the name of securities intermediaries, whose books and records reflected the underlying beneficial interests in the shares that were represented by certificates issued in the intermediaries’ names. Or else, more usually, the beneficial owners’ interests were reflected on the books and records of a broker, whose interest was reflected on a single master certificate held by the Depository Trust Co., a sort of master clearinghouse for US securities transactions.
(more…)