NASDAQ

The NASDAQ (National Association of Securities Dealers Automated Quotation System) is an American Stock Exchange. It is the largest electronic screen-based equity securities trading market in the United States. With approximately 3,200 companies, it lists more companies and has more trading volume per day than any other stock exchange in the world.

NASDAQ allows multiple market participants to trade through its Electronic Communication Networks (ECNs) structure, increasing competition.

RTS

Russian Trading System Stock Exchange

Established in 1995, as the first regulated stock market in Russia, RTS Stock Exchange now trades the full range of financial instruments from cash equities to commodity futures.

The RTS Index first calculated on September 1, 1995, has since become the main benchmark for the Russian securities industry and is based on the Exchange’s 50 most liquid and capitalized shares.

Shareholder agreements

A shareholders' agreement is an agreement between the shareholders of a company. They usually establish:
Voting trust: all the shares of the parties and the respective voting rights are transfered to a trustee, who acts according to the voting trust agreement;
Voting agreement: the shareholders previously decide the way that they will vote their shares;
Shareholder management agreement: the shareholders settle how they will exercise corporate power;
Restrictions on transfer of stock: the shareholders state reasonable restrictions to stock transfer.

MICEX

The Moscow Interbank Currency Exchange or MICEX is one of the largest universal stock exchanges in the Russian Federation and East Europe. MICEX opened in 1992 and is the leading Russian stock exchange, consisting of shares and corporate bonds about 600 Russian companies with a total capitalization of nearly 24 trillion Rubles.

BM&F BOVESPA

The BM&F Bovespa (São Paulo Stock Exchange) is a São Paulo-based stock exchange. It is the second largest stock exchange in the Americas and the third largest in the world. On May 8, 2008, the São Paulo Stock Exchange (Bovespa) and the Brazilian Mercantile and Futures Exchange (BM&F) merged, creating the new BM&F Bovespa. The BM&F Bovespa is linked to all Brazilian stock exchanges, including Rio de Janeiro's (Boverj), where only government bonds are traded. On May 20, 2008 the iBovespa index reached its 10th consecutive record mark closing at 73,516 points, with a traded volume of USD 4.2 billion.

Proxy

A shareholder can vote in person or by proxy. A proxy is document that designates a person to represent another at a meeting, conferring the authority to vote in his or her name . The shareholder is the only person who can delegate his or her right to vote.
Written form is necessary for a proxy.

Unless given special authority, an ordinary proxy can vote only on regular corporate business, such as the amendment of the bylaws.

A proxy can be revoked at any time, unless it is coupled with an interest or given as security and stated expressly irrevocable. A proxy can also be revoked when the stockholder gives a subsequent proxy or attends the meeting in person.

Notice

Shareholders must receive a prior notification of meetings, which must contain the local, date and hour of the meeting. Special meetings notification must state also the purpose.

Shareholders' meetings

There are two kinds of shareholder meetings:

Annual meeting: usually happens once a year, in this meeting the shareholders of a corporation elect the board of directors, and hear reports on the company's business results, prospects, and plans.

Special meeting: could be called for particular purposes from time to time. This meetings can be called by the board, or by any other party named in the articles of incorporation or bylaws. Many statutes also allow shareholders to call special meetings, but they have to have a certain percentage of the stock in order to do so.

Click Here to see a minute of a shareholder meeting.

Stock Subscription

Stock subscription - promises from subscribers to buy stock in the corporation.
You can find an example of a subscription agreement here.

Legal Terminology

Authorized shares – shares described in the corporation’s articles of incorporation, i.e. when articles permit the board to issue them.

Issued shares – authorized shares that have been sold to shareholders.

All authorized shares may or may not be issued.

Outstanding shares – shares held by shareholders.

Generally, equity securities are either common shares and preferred shares:
Common shares – a security that represents ownership in a corporation. Common stock typically carries voting rights that can be exercised in corporate decisions.

Preferred shares - differs from common stock in that it typically does not carry voting rights but is legally entitled to receive a certain level of dividend payments before any dividends can be issued to other shareholders.

Consideration for shares
Stock can be paid for in cash, by check, with tangible or intangible property.

Amount of Consideration:

Par Value – an artificial dollar amount specified in the articles of incorporation. Par value represents the amount that must be paid so the shares can be issued as “fully paid and nonassessable”.

No-Par Stock – par value is a thorn in the side of corporate planners, and its use is diminishing. Most modern statutes permit shares to be issued without par.

Shares

The capital of the company is divide in shares, it share correspond to a portion of ownership interest in a corporation and it is represented by a stock certificate stating the number of shares of an issue of the corporation stock. 

Debt Securities x Equity Securities

Generally, a corporation receiver capital in exchange of equity securities or debt securities or a combination of the two.

Debt securities evidence a loan to the corporation, in other words, it occurs when a corporation borrows funds from outside investors, who have no ownership interest in the corporation. 

In contrast, equity securities confer to their holders an ownership interest in the issuing corporation.