Geneva Securities Convention and Russian Civil Legislation Reform: Comparative Perspectives

• Author: M. Botvinov
• Position: University of Geneva (Geneva, Switzerland)
• Pages: 26-39

BRICS LAW JOURNAL Volume IV (2017) Issue 1

GENEVA SECURITIES CONVENTION AND RUSSIAN CIVIL LEGISLATION

REFORM: COMPARATIVE PERSPECTIVES

MIKHAIL BOTVINOV,

University of Geneva (Geneva, Switzerland)

DOI: 10.21684/2412-2343-2017-4-1-26-39

The Russian Parliament has modied the Civil Code recently. This reform has also covered

the regime of uncerticated securities. Under the modied Civil Code (RCC) uncerticated

securities do not constitute chattels but claims and other rights against the issuer. The

legislator has also precised such issues as the methods of transfer and the creation of

an interest upon those securities (Art. 149.2 of the RCC), the protection of the titleholder

including the rights of a bona de purchaser (Art. 149.3 of the RCC) and the liabilit y of

an intermediary resulting from the loss of the records (Art. 149.5 of the RCC).

In 2008, in Switzerland, the Parliament has adopted the Federal Intermediated Securities

Act (FISA). The present Act has introduced a new object to the Swiss legal order: an

intermediated security. The intermediated securities are distinguished from those in

paper form and from the immobilized securities. The Swiss delegation has participated

actively in the preparatory works that resulted later in the adoption of the UNIDROIT

Convention on Substantive Rules for Intermediated Securities, also known as Geneva

Securities Convention. However, this Convention has not been ratied by Switzerland.

The author analyzes the key issues of the reform in relation to uncerticated securities. We

examine in particular whether the provisions governing the regime of uncerticated securities

under the modied Civil Code of the Russian Federation have become more compatible with

Geneva Securities Convention. Finally, we will try to explain why this Convention is not in

force and whether the Russian Federation and Switzerland could ratify it.

Keywords: Russian law; uncerticated securities; intermediated securities; Swiss law;

Geneva Securities Convention; legal reform; comparative law; security; UNIDROIT.

Recommended citation: Mikhail Botvinov, Geneva Securities Convention and

Russian Civil Legislation Reform: Comparative Perspectives, 4(1) BRICS Law Journal

26–39 (2017).