CHAPTER 7: Which Rights and Obligations do you have as an investor in the Mexican Stock Exchange?
By: Ximena Peinado Fabregat
Do you want to know what your Rights and Obligations are as an investor or as an issuer in the Stock Market? We tell you a little about this.
All companies keen on investing who get their inscription certificate by the National Registry of Securities and who additionally get the authorization National Baking and Stock Commission in order to go public, have to know the Mexican Law of the Market of Values (La Ley del Mercado de Valores by its name in Spanish).
This law has 413 articles which englobe all of the important legal topics about the Market of Values and the Stock Exchange.
Some of the most relevant articles are: i) the imposition of administrative sanctions on those who break the law; ii) crimes; iii) market prohibitions; iv) deposit, clearing and settlement of securities; v) operating rules; and vi) investor protections, among others. The complete list of articles can be found here.
7 Articles you have to know as an investor or issuer of the Stock Market
In this Chapter, PR1ME Capital explains the 7 most important articles in the law that you need to know either as a stockholder or as a ceo willing to make their company go public on the Stock Exchange. In both cases, it is extremely recommended that you know both your rights and your obligation as a participant.
The obligations of the issuers of securities
Issuers with securities who are already registered will be required to present relevant information to the Commission and the general public through the following reports:Ley del Mercado de Valores
- Continuous reports related to corporate acts and / or agreements adopted by the corporate bodies.
- Quarterly reports covering the financial statements, as well as management’s comments and analysis on the issuer’s results of operation and financial situation.
- Annual reports that include: the annual financial statements or their equivalents, depending on the nature of the issuer, accompanied by the external audit opinion.
- Reports on corporate restructuring such as mergers, divisions, acquisitions or sales of assets approved by the shareholders’ meeting or the issuer’s board of directors.
- Reports on relevant events, in accordance with the provisions of article 105 of this Law.
- Reports on policies and operations
- Reports on the positions that issuers hold in derivative financial instruments.
- The financial statements of the issuers must be prepared in accordance with accounting principles issued or recognized by the Commission.
Artículo 105: Issuers will be required to disclose through the exchange listing their securities the relevant events at the time they become aware of them and may only defer disclosure when the following conditions are met:
- It is not a matter of acts, facts or completed events.
- There is no information in the mass media.
- There are no unusual movements in the price or volume of operation of the securities, considering such movements to be any change in the supply or demand of the securities or in their price, which is not consistent with their historical behavior and cannot be explained with the information publicly available.
Artículo 106: Issuers with securities registered in the Registry will be obliged to immediately inform the investing public of the causes that have given rise to any of the following events:
- Unusual movements in the market relative to the price or volume of operation of its securities.
- Changes in the supply or demand of their securities or in their price, which are not consistent with their historical behavior and cannot be explained with the information available to the public.
Article 193: The brokerage houses must use the services of natural persons to operate on the stock exchange, to carry out operations with the public for advice, promotion, purchase and sale of securities. Said authorization will be granted to natural persons who prove that they have technical quality, good repute and a satisfactory credit history.
Article 194: Brokerage firms that cannot apply the resources to the corresponding purpose on the same day of their receipt, must deposit them in a credit institution no later than the following business day or acquire shares representing the capital stock of a debt instruments investment company Or, invest them in short-term reports on government securities.
Article 196: Brokerage firms may not dispose of the resources received from a client or their securities for purposes other than those ordered or contracted by him.
Article 197: Brokerage firms may not carry out operations in which conditions and terms are agreed that deviate significantly from the healthy uses and practices of the market, such as unusual movements in the market related to the price or volume of operation of their securities.
In addition to this series of guidelines, the ‘Single Circular of Issuers’ of the National Banking and Securities Commission (CNBV by its acronym in Spanish) has other general provisions for participants in the stock market, in which we can find:Ley del Mercado de Valores
- The importance of the company to comply with all the necessary requirements to be able to be listed on the Mexican Stock Exchange, such as having the registration data in the Public Registry of Commerce, as well as a certificate signed by the secretary of the board of directors that authenticates the powers of the legal representative; a copy of the constituent deed of the station; the board agreement for the issue of securities; financial statements audited with a favorable opinion; the project of the placement contract to be signed with the Placement Intermediary, among others.
- Foreign companies that wish to register their shares in the Mexican Stock Exchange have to do the process in Spanish and be made up of each security they intend to register.
In addition to the details of the registration with public offering, the CNBV also details in its provisions the regularization around the cancellation of the subscription, the maintenance of the securities on the stock exchange, the trading systems, the shares and the ordinary participation certificates. on unregistered shares, the acquisition of shares by their own issuers and the constant information that must be provided to the CNBV, the stock markets and the investing public.
What are the requirements for listing on the exchange?
This last section specifies that the corporation has to present the following information and documents from time to time.
- Present financial information and opinion to the Commission; or a report from the board of directors presented to the ordinary general shareholders’ meeting that decides on the results of the fiscal year, authenticated by the secretary of the aforementioned board, as well as a report from the commissioner and, in the case of public limited companies that promote stock market investment, report of the committee that performs the functions in matters of corporate practices
- The annual financial statements.
- Communication signed by the secretary of the board of directors, stating the updated status kept by the minutes books of shareholders’ meetings, sessions of the board of directors, registration of shares and, in the case of stock companies with variable capital, the record book of increases and decreases in capital stock.
- The financial statements, as well as the economic, accounting and administrative information required in the corresponding electronic formats, comparing at least the figures for the quarter in question with the financial statements of the previous year. This must be done within 20 business days after the end of each of the first quarters of the fiscal year and within 40 business days after the end of the fourth quarter.
- Within 15 working days of the month immediately following that to which the information corresponds, in the case of fiduciary titles on credits acquired in mass, such as individual loans to housing or consumption, among others, and that due to its homogeneous characteristics, information on your collection, late payment and prepayment.
- Additionally, they must present to the Commission and to the exchange, a certificate that identifies the period to which the monthly information corresponds, signed by the legal representative of the trustee and the legal representative of the administrator or operator of the assets.
It is important to note that six business days before the listing process even takes place, the following notices must be given:
a) Notice to shareholders for the exercise of the right of preference that corresponds to them, due to increases in the share capital and the consequent issue of shares whose amount must be shown in cash.
b) Notice of delivery or exchange of shares, obligations and other securities.
c) Notice for the payment of dividends or distributions, as appropriate, which must specify the amount and proportions of these or, where appropriate, the payment of interest.
d) Any other notice addressed to shareholders, bondholders, holders of other securities or the investing public.
Keep learning from PR1ME Capital
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