Certificate representing certain securities - COBS Provision

The JC’s Reg and Leg resource™ UK Edition →Go uptown Section Certificate representing certain securities, COBS Rules COBS Rules Certificate representing certain securities: the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options): (a) in respect of any share, debenture, alternative debenture, government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and (b) the transfer of which may be effected without requiring the consent of that person; but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person. View Template Index: Click ᐅ to expand: Regulation Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

So I am going to take this one really slowly,. because it's a proper zodiac mindwarp. The JC came to this to answer the question “Do the CASS 6 rules apply to certificated, physical share certificates, which evidence ownership but do not comprise it” It first I thought the answer was no, then I thought it might be yes, and now I just don’t know. So let’s walk through this slowly.

“a certificate or other instrument”...

Is a share certificate a “certificate”? Well you’d think so — but what of this “or other instrument”? That implies that the certificate is not just any kind of certificate, but one that amounts to some kind of “instrument”. To this old lag’s ears, instrument means some kind of financial instrument itself, as opposed to a piece of paper talking about a financial instrument. But let’s be cautious, and say our certificate is in scope.

... which confers contractual or property rights (other than rights consisting of options)

Does a share certificate of itself confer contractual rights? (a) in respect of any share, debenture, alternative debenture, government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and (b) the transfer of which may be effected without requiring the consent of that person; but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.