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[Defeated] Securities Issuers Governance and Disclosures

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[Defeated] Securities Issuers Governance and Disclosures

Postby Simone Republic » Wed Jan 11, 2023 8:59 am

Introduction

This resolution defines minimum levels of good corporate governance for board and corporate level for securities issuers (usually public companies, but also includes listed investment funds, partnership interests etc).

This is not a direct replacement of GAR#401 as that actually regulates currency trading which is not what this resolution is about.

As the drafts have been narrowed considerably in scope (so drafts 1-2 are no longer particularly relevant), they have been moved to post 3 as I did not create a reserve post for old drafts.

Notes

Note that this resolution is explicitly leaning natsov - it requires member states to set its own rules, but they are at liberty to set rules as tightly or as loosely as they want.

I refer to "issuers" to catch "limited liability partnerships" and investment funds/unit trusts etc.

I also specifically refer to the "provided that the member state permits the operation of an exchange" so any nation that bans private enterprises can simply reply saying "we don't need any regulations" and be in compliance with this resolution. (Similar to regulations on offshore drilling not being applicable by default if your roleplay planet is on Uranus and you do not have water or seas).

Note that the criteria for coverage under WA is for an issuer's Securities to be traded in a member state, not whether it is incorporated in a member state. (In real life, for example, for companies incorporated in the British Virgin Islands but listed on NYSE, NYSE rules would still apply. Whether the rules of BVI still apply would depend on the laws of BVI).

Situation in real life

Note that IRL this is regulated usually at the national level, with slightly different rules between states but similar broad principles. (For example, the EU is a single set of rules, UK and Singapore rules are similar.) As a result, I have also given leeway on how WA member states actually implement and interpret the rules. Some international common standards are appropriate in my view in order to facilitate global trade. (This admittedly depends quite a bit on reasonable nation theory).

As examples:
UK: https://www.frc.org.uk/getattachment/88 ... -FINAL.pdf
Singapore: https://www.mas.gov.sg/regulation/codes ... governance
Japan: https://www.jpx.co.jp/english/news/1020 ... 11-01.html
EU (under the European Securities and Markets Authority): https://www.esma.europa.eu/sections/cor ... governance
US (this is done at the NYSE or Nasdaq level): https://www.sec.gov/education/smallbusi ... gstandards

Category

Category: Free Trade/Mild.

The category is "free trade/mild" because I consider "aiding in the trading of securities" is a form of free trade.


Last call draft

The World Assembly (WA),

Noting previous efforts to safeguard international investments and free trade;

Seeing the need to protect securities investors through minimum levels of governance and disclosure standards;

Hereby defines:

  1. "Director(s)" to mean members of the board of directors or similar bodies (such as boards of supervisors) in charge of the affairs of an issuer, and references to "boards" shall also include such similar bodies;
  2. "Exchange(s)" to mean venue(s) for trading securities, and subject to:

    1. due regulation by a competent regulator of, and operating within the jurisdiction of, a WA state; and
    2. with securities listed on it open to investing by investors;
  3. "Issuer(s)" to mean the issuer(s) of securities, which must be a legal person deemed as duly incorporated by the WA state where the exchange is;
  4. "Investor(s)" mean those who purchase such securities, notwithstanding any accreditation requirements that may be imposed on such investors;
  5. "Officer(s)" to mean the chief executive and other senior officers of the issuer, as designated by the board;
  6. "Securities" to include all shares, bonds, notes, units, funds, partnership interests, and other similar instruments traded on an exchange and issued by an issuer;
  7. "WA state" to mean an individual member state of the WA;

Hereby requires all WA states that permit the operation of an exchange to designate a competent regulator ("regulator") to regulate the following:


  1. Minimum levels of participation in the management of the issuer including:


    1. the appointment and removal of directors, and qualification requirements, if any;
    2. the appointment of director(s) unrelated to (i) individuals (and/or legal entities) that have a substantial interest in the securities of the issuer and/or (ii) officers of the issuer, in order to represent the interests of investors unrelated to the aforesaid individuals (and/or legal entities);
    3. requirements on approvals by duly entitled investors in the securities that are independent of any transactions with actual and/or potential material conflict(s) of interest between the issuer(s) and other investors in the issuer;
    4. requirements for an issuer to maintain regular, meaningful communications channels between investors and officers on matters affecting the issuer;
    5. such other related matters as deemed appropriate by the regulator; and
    6. any quorum requirements and the eligibility of investors in voting on sub-clauses (a) to (e) above;
  2. Minimum levels of disclosure on the governance of the issuer including:


    1. all forms of remuneration paid to directors and officers, including a comparison with the compensation paid to the average employee of the issuer; and
    2. the qualifications and work experience of directors and officers;
    3. succession plans in case of the death and/or incapacity of the chief executive officer of the issuer (if such circumstances are applicable to that issuer);
    4. any relations (regardless of nature, such as business, family, or other material relations), if any, between substantial investors, directors and officers of the issuer, and between the issuer and its directors and officers;
    5. details on transactions in the securities of an issuer by the directors and officers;
    6. the responsibilities of each director and officer, and any instances where responsibilities overlap;
    7. availability, scope of coverage, costs and use of directors' and officers' liability insurance;
    8. procedures with regards to internal audit, whistleblowing, risk management and internal control measures;
    9. the issuer's policy with regards to diversity among the ranks of directors and officers in accordance with the demographics of the jurisdiction(s) relevant to the issuer;
    10. substantial litigation affecting the issuer, regardless of whether the issuer is a plaintiff or a defendant;
    11. details of any litigation filed by investors against the issuer for negligence or other similar matters;
    12. such other related matters as deemed appropriate by the regulator;

Hereby clarifies that:


  1. all communications between the issuer and investors, including (but not limited to) for participations in clause 1 and disclosures in clause 2, must be made through the customary communications and participation channels of the exchange, which must be available free of charge to investors;
  2. the regulator is responsible for the implementation and interpretation of this resolution.
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Postby Tinhampton » Wed Jan 11, 2023 10:41 am

"ny" in Article 3b should be "any."

Each of your clauses say that competent authorities may issue regulations "including, but not limited to" what you enumerate, but then say that it may regulate "such other matters on [whatever] as deemed appropriate by the said competent authority." What explains the double clarification? (To be clear, I'm questioning this and not your enumerations, inasmuch as the latter act as guides and will stop people complaining about vague guidance... or something like that.)

Why do you define exchanges only to include "electronic venue(s)?" It's not beyond the realms of imagination that some exchanges could still operate on trading floors, as I'm led to believe the London Stock Exchange did during the Big Bang :P
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Postby Simone Republic » Wed Jan 11, 2023 4:04 pm

=================

Draft 2

The World Assembly,



Acknowledging previous efforts to safeguard international investments and free trade;



Recognising the need for issuers of securities traded by the public through exchanges to maintain minimum levels of corporate governance and disclosure standards, in order to facilitate investments between member states;



Hereby defines:



"Director(s)" to mean members of the board of directors of an issuer and/or such other bodies in charge of overall supervision of an issuer, such as members of supervisory boards and members of management boards (if any), and references to "boards" shall also include such said bodies;



"Exchange(s)" to mean venue(s) for trading securities, duly authorised and operating within the jurisdiction of a member state and governed by a competent authority of the member state;



"Issuer(s)" to mean the issuer(s) of securities, which must be a legal person recognised as duly established by the member state operating the exchange;



"Officer(s)" to mean the chief executive and other senior officers of the issuer, as designated by the board of the issuer, in charge of such key functions of the issuer as it deems;



"Securities" to include all shares, bonds, notes, units, funds, partnership interests, and other similar instruments traded on an exchange and issued by an Issuer;



Hereby requires all member states to designate a competent authority to set regulations on the following matters for issuers whose securities are traded on an exchange within the said member state, with due consideration to the structure of their economies:



Minimum levels of participation in the management of the issuerby duly entitled public investors in the securities of the issuer, which shall be binding on the issuer if approved (by a quorum to be specified by the competent authority) cast in any duly held meetings of investors, including all of the following:
the qualifications, biographies, appointment, removal, and tenure of directors and their powers;
requirements on the appointment of independent director(s) to specifically represent the interests of holders of securities other than those that have a substantial interest in the securities of the issuer;
compensation paid to directors and officers of the issuer; and
any transactions with actual and/or potential material conflict(s) of interest between the issuer(s) and other investors, and requirements on approvals by duly entitled public investors in the securities independent of such transactions;
such other related matters as deemed appropriate;
Minimum levels of disclosure on the governance of the issuerincluding all of the following:
relations (including business, family, or other material relations), if any, between substantial investors, directors and officers of the issuer;
details on transactions in the securities of an issuer by the directors and officers;
the separation of duties and responsibilities between different officers;
procedures with regards to internal audit, risk management and internal controls;
the issuer's policy with regards to diversity among the ranks of directors and officers in accordance with the demographics of the jurisdictions relevant to the issuer;
the issuer’s compliance with all legal and regulatory requirements applicable to it; and
the investor relations policy and the channels for investors in the securities of the issuer to have meaningful communications with officers of the issuer on various matters affecting the issuer;
such other related matters as deemed appropriate;
Hereby clarifies, for the avoidance of doubt, that:
all disclosures must be made through the customary communications channels of the exchange as well as any customary channels employed by the issuer, all of which must be available to the general public free of charge;
a member state, if it considers necessary, may request assistance from another member state in implementing the provisions of this resolution (including verifying the accuracy of any disclosures made by an issuer), and the state receiving such a request may not decline offering such assistance if the requesting state agrees to fully indemnify all reasonable costs associated with such assistance;
the said competent authority of the member state is responsible for the implementation and interpretation of this resolution, and for any enforcement activities and penalties that may be imposed.



Draft 1

The World Assembly (WA),

Acknowledging previous efforts to safeguard international investments and free trade (such as resolutions 474 and 633);

Recognising the need for better financial markets infrastructure to improve cross-border investments;

Hereby defines:

"Director(s)" to mean members of the board of directors and/or such other bodies with ultimate responsibility for an issuer;

"Exchange(s)" to mean venue(s) for trading securities, duly authorised and operating within the jurisdiction of a member state;

"Issuer(s)" to mean the issuer(s) of securities, which must be a legal person duly established and recognised as such by the member state operating the exchange;

"Securities" to include all shares, certificates, bonds, notes, units, certificates, funds, partnership interests, and all other similar financial instruments traded on an exchange;

Hereby requires all member states to designate a competent authority ("authority") under its own jurisdiction to set standards and rules on the following matters:

  1. Qualifications of issuers of any securities to be listed on any exchange(s), including:
    1. quantitative factors such as revenues, profitability, capitalization; and
    2. qualitative factors such as industry, business model, and track record as a business; and
    3. corporate governance, experience of management, internal audit and control functions, risk management and other functions;
    4. historical records with regards to compliance to laws and regulations in all jurisdictions where the issuer operates;
    5. rules for issuers incorporated in non-member states, for which the competent authority must be satisfied that this does not affect the rights of investors in securities issued by the issuer;
    6. voting rights, especially if different investors in the issuer have different voting rights;
    7. such other related matters as deemed appropriate;
  2. Minimum levels of participation in the management of the issuer by duly entitled public investors, which shall be binding on the issuer if approved by a majority of votes cast in any duly held meetings of investors, including:
    1. the appointment, removal, and tenure of directors and their powers; and
    2. binding resolutions on compensation paid to directors, chief executives, and other senior managers; and
    3. binding requirements on the appointment of at least one lead independent director; and
    4. any transactions with actual and/or potential material conflict(s) of interest between the issuer(s) and other investors, such as related party transactions, and binding requirements on approval by shareholders with no financial interest on such transactions; and
    5. diversity among directors, reflecting the unique circumstances that may be applicable to particular member states;
    6. succession planning for members of the board of directors and senior management, if required; and
    7. such other related matters as deemed appropriate;
  3. Disclosures on the financial affairs of an issuer on a regular basis from issuers, including:
    1. audited financial statements and other financial information; and
    2. audit requirements, results, and any opinions on the part of auditors; and
    3. such other related matters as deemed appropriate;
  4. Disclosures on the business affairs (and/or the investment activities) of an issuer on a regular basis from issuers, including:
    1. compliance with all legal and regulatory requirements, including environmental protection requirements; and
    2. specific disclosures if the issuer operates in industries subject to significant regulatory, environmental and operational risks; and
    3. specific disclosures if the issuer is a material supplier to the World Assembly or otherwise earns significant income from activities associated with the World Assembly or its various appellant bodies;
    4. such other related matters as deemed appropriate;

Hereby clarifies, for the avoidance of doubt, that:
  1. this resolution does not prohibit a member state from not permitting the trading of securities within its jurisdiction;
  2. a World Assembly Financial Infrastructure Committee is hereby established to provide technical advice to the authorit(ies) of individual member states on the implementation of this resolution;
  3. the said authority is responsible for the implementation and interpretation of this resolution;
  4. any disputes between member states as to matter of law (but not of fact) shall be adjusted by the Independent Adjudicative Office of the WA.
[/list]




Tinhampton wrote:"ny" in Article 3b should be "any."

Each of your clauses say that competent authorities may issue regulations "including, but not limited to" what you enumerate, but then say that it may regulate "such other matters on [whatever] as deemed appropriate by the said competent authority." What explains the double clarification? (To be clear, I'm questioning this and not your enumerations, inasmuch as the latter act as guides and will stop people complaining about vague guidance... or something like that.)


I am thinking about whether to make this entirely about corporate governance for issuers, as I think the areas I expect to see regulations in this part alone would easily exceed the 5,000 character count.

I think I'd take out "but not limited to" and use "such other related matters on [whatever] as deemed appropriate by the said competent authority

Tinhampton wrote:Why do you define exchanges only to include "electronic venue(s)?" It's not beyond the realms of imagination that some exchanges could still operate on trading floors, as I'm led to believe the London Stock Exchange did during the Big Bang :P


London Metal Exchange is the only one that still has open outcry. Technically it's not trading securities. If I split off the trading part, I won't necessarily have that same definition there at all.
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Postby Second Sovereignty » Wed Jan 11, 2023 4:19 pm

"And what of Member-States with non-market economies, or those that otherwise do not permit the operation of financial markets? The draft offers no exception to its mandate that Member-States create a 'competent authority' which may well be superfluous or wasteful to certain Member-States."
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Postby Simone Republic » Wed Jan 11, 2023 8:03 pm

Second Sovereignty wrote:"And what of Member-States with non-market economies, or those that otherwise do not permit the operation of financial markets? The draft offers no exception to its mandate that Member-States create a 'competent authority' which may well be superfluous or wasteful to certain Member-States."


Fair point, I've added that in.
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Postby Second Sovereignty » Wed Jan 11, 2023 8:48 pm

Simone Republic wrote:Fair point, I've added that in.


"Then the Sovereignty is glad to support this legislation."
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Postby Simone Republic » Fri Jan 13, 2023 12:27 am

Second Sovereignty wrote:
Simone Republic wrote:Fair point, I've added that in.


"Then the Sovereignty is glad to support this legislation."


Note that this resolution is explicitly leaning natsov - it requires member states to set its own rules, but they are at liberty to set rules in general (there are a couple of rules that says "binding" so it implies that a rule needs to be set to give such rights to investors).

EDIT: the final phraseology I adopted to help Tinfect and TCB et al was: "hereby requires all member states that permit the operation of an exchange to"....
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Postby Simone Republic » Tue Jan 17, 2023 2:54 am

Hovering around 5,000 characters already, so the stuff on securities trading etc will go to another resolution.

I also removed a lot of stuff on human rights, labour rights etc.
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Postby Simone Republic » Mon Jan 23, 2023 5:00 am

Minor amendments:

Note that the criteria for coverage under WA is for an issuer's Securities to be traded in a member state, not whether it is incorporated in a member state.

Also now requires disclosurs of all forms of compensation paid to directors and officers of the issuer; including a comparison with the compensation paid to the average full time employee of the issuer, so it's easier to spot grossly overpaid CEOs. I am all for CEOs to be paid millions and millions of they create shareholder value, not otherwise.
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Postby Simone Republic » Sat Feb 04, 2023 2:35 am

Bump

Given the current queue in the WA, probably around late April before this gets to vote?
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Postby Simone Republic » Mon Feb 20, 2023 12:45 pm

Second bump. Am also considering simplifying the definitions somewhat as I am roughly using the same definitions as my previous related resolutions.
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Postby Simone Republic » Wed Mar 01, 2023 5:31 am

Third bump
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Postby Simone Republic » Tue Mar 21, 2023 2:06 am

Fourth bump
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Postby Simone Republic » Fri Apr 14, 2023 6:06 am

Fifth bump.
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Postby Simone Republic » Thu Apr 27, 2023 10:37 pm

Sixth bump.
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Postby Tinhampton » Fri Apr 28, 2023 5:20 am

Article 3 should probably not have a number, for consistency's sake (it is a clarification rather than a list of matters for competent authority regulation).

Why does Article 1c not apply to "de minimis cases?" What happens in those cases? (The lack of clarity could easily allow for a competent authority to ban such transactions whatsoever, even if it allows and regulates more substantial transactions.)

Why are Article 2i's and 2k's provisions for compliance with the law within the competent authority's provisions? (I can understand why regulation may fall within its purview, especially if such regulations are for listed companies only.) If you are a listed company and you break the law, you should be dealt with by law enforcement and the judiciary, not the stock exchange regulator.

Also: is there any difference whatsoever between Article 2i and Article 2k? Both would require that listed companies adhere to all laws and regulations that apply to them, although 2k is more comprehensive.

Given Article 3a, why is there no requirement that the information in Article 1 also be publically available at no charge?

What exactly is the point of WAFIC? Why and how could it be a better source of "technical assistance" for a stock exchange than other stock exchanges and the relevant member state, for instance? (Especially given that competent authorities have the relatively resource-minimal role of drawing up and publicising regulations for listed companies.)
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Postby Simone Republic » Fri Apr 28, 2023 10:27 pm

Tinhampton wrote:Article 3 should probably not have a number, for consistency's sake (it is a clarification rather than a list of matters for competent authority regulation).


Sure.

Tinhampton wrote:Why does Article 1c not apply to "de minimis cases?" What happens in those cases? (The lack of clarity could easily allow for a competent authority to ban such transactions whatsoever, even if it allows and regulates more substantial transactions.)


It's actually a carry from the London rules but I'd drop it.

Tinhampton wrote:Why are Article 2i's and 2k's provisions for compliance with the law within the competent authority's provisions? (I can understand why regulation may fall within its purview, especially if such regulations are for listed companies only.) If you are a listed company and you break the law, you should be dealt with by law enforcement and the judiciary, not the stock exchange regulator.

Also: is there any difference whatsoever between Article 2i and Article 2k? Both would require that listed companies adhere to all laws and regulations that apply to them, although 2k is more comprehensive.


It's a disclosure on whether you are in compliant with all laws, not necessarily whether you have actually committed an offence. This was changed to just "disclosures on litigation" for space saving reasons.

Tinhampton wrote:Given Article 3a, why is there no requirement that the information in Article 1 also be publically available at no charge?
[/quote}

OK, changed to "all communications required in clause 1" plus disclosures in clause 2. I think this is OK as long as you are not playing in 18th century East India Company roleplay or whatever. Hopefully no one is affected by this since modern stock exchanges were created in the 19th century.

Tinhampton wrote:What exactly is the point of WAFIC? Why and how could it be a better source of "technical assistance" for a stock exchange than other stock exchanges and the relevant member state, for instance? (Especially given that competent authorities have the relatively resource-minimal role of drawing up and publicising regulations for listed companies.)


I'd cut it. It was originally inserted somewhere I think when there was a call awhile ago to bring back ISEC. I didn't keep the drafts because I messed up some editing and this was bumped several times without comment.
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Postby Refuge Isle » Sun Jun 04, 2023 9:33 am

This appears to have been submitted silently. It is up for vote next.

Notable:
    The proposal requires a WA member nation to appoint a regulator. There is no requirements about this regulator that I can find, except they be competent. Presumably a banking executive with a vested interest in their industry passes that muster.

    The proposal requires that they, the appointed, are responsible for the interpretation of this resolution, which they may presumably do as leniently as I.

    While the proposal requires certain areas be regulated, we do not know what these regulations are, will be, should be, etc. Just that they exist. Presumably the level of restriction and investor protection can be "none" in the places allowed or "status quo" where not.

Never forget that the goal of making rules in the World Assembly is to bring those rules to the nations that would not do so on their own. If they were already interested in making rules in favour of consumer/investor protection, they'd be doing it. Since this text requires them to regulate, but not to any notable effect, why would they? It accomplishes nothing at all.
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Postby Simone Republic » Sun Jun 04, 2023 5:57 pm

Refuge Isle wrote:This appears to have been submitted silently. It is up for vote next.

Notable:
    The proposal requires a WA member nation to appoint a regulator. There is no requirements about this regulator that I can find, except they be competent. Presumably a banking executive with a vested interest in their industry passes that muster.

    The proposal requires that they, the appointed, are responsible for the interpretation of this resolution, which they may presumably do as leniently as I.

    While the proposal requires certain areas be regulated, we do not know what these regulations are, will be, should be, etc. Just that they exist. Presumably the level of restriction and investor protection can be "none" in the places allowed or "status quo" where not.

Never forget that the goal of making rules in the World Assembly is to bring those rules to the nations that would not do so on their own. If they were already interested in making rules in favour of consumer/investor protection, they'd be doing it. Since this text requires them to regulate, but not to any notable effect, why would they? It accomplishes nothing at all.


Well, it wasn't really submitted silently, I mean I campaigned for it and it made quorum. Just that I guess there's a lot of traffic on GA.

I accept your criticism as fair. There's a lot of criticism levelled at TNP as well for similar reasons and I considered pulling this and writing much more detailed rules instead. I ultimately kept a more Natsov approach + RNT - assuming that someone "competent" would be picked and that person would be reasonable as per RNT and unbiased.

I agree this is not ideal but I didn't really want to shove a 4,000 page rulebook down their throat, so I feel I have to pick a balance somewhere. I don't know if I picked the right balance within the confines of 5,000 characters.

Let's see what happens at vote first.
(It).

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Tinhampton
Postmaster-General
 
Posts: 14461
Founded: Oct 05, 2016
Civil Rights Lovefest

Postby Tinhampton » Sun Jun 04, 2023 9:11 pm

Image
Office of the President of Sophia
WORLD ASSEMBLY VOTING RECOMMENDATION

General Assembly: Securities Issuers Governance and Disclosures (Free Trade; Mild), by Simone Republic

Recommendation: NO RECOMMENDATION

Rationale: This is a simple proposal: it would require member states with "venue(s) for trading securities" - namely, stock exchanges - to create a regulator which may impose whatever regulations on share issuer management and governance it sees fit. Its broad definition of securities does at least provide an improvement on GA#401 "Stock Exchanges and Foreign investment" (which was repealed by GA#641 due to its narrow definition of these matters) - but both it and the proposal at vote offer member states regulatory leeway so great that the World Assembly cannot restrict it. I have voted for this resolution in the interests of national sovereignty, but can understand the direct philosophical objections to the complete lack of actual WA regulation of securities issuers beyond the short section on communications and will therefore not be issuing a recommendation either way.

~~~~~~~~~~

This recommendation was written by Tinhampton, the President of Sophia. If you liked this, please upvote our recommendation dispatch here!

This resolution will be at vote between the major updates of June 5th 2023 and June 9th 2023.
The Self-Administrative City of TINHAMPTON (pop. 329,537): Saffron Howard, Mayor (UCP); Alexander Smith, WA Delegate-Ambassador

Authorships & co-authorships: SC#250, SC#251, Issue #1115, SC#267, GA#484, GA#491, GA#533, GA#540, GA#549, SC#356, GA#559, GA#562, GA#567, GA#578, SC#374, GA#582, SC#375, GA#589, GA#590, SC#382, SC#385, GA#597, GA#607, SC#415, GA#647, GA#656, GA#664, GA#671, GA#674, GA#675, GA#677, GA#680, Issue #1580, GA#682, GA#683, GA#684, GA#692, GA#693, GA#715, GA#757
The rest of my CV: Cup of Harmony 73 champions; Philosopher-Queen of Sophia; anti-NPO cabalist in good standing; proclaimer of WZTC's move to Palmetto
Tinhampton the player: 49yo Tory woman w/Asperger's; Cambridge graduate; currently reading nothing (sorry)

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Verdant Haven
Director of Content
 
Posts: 3281
Founded: Feb 26, 2013
Left-wing Utopia

Postby Verdant Haven » Mon Jun 05, 2023 4:28 am

"Forgive what may be a basic question here, but I am curious regarding the definition of an Issuer:"

"Issuer(s)" to mean the issuer(s) of securities, which must be a legal person deemed as duly incorporated by the WA state where the exchange is;


"To my ear, this sounds like it is stating that the issuer must be a corporate entity ("duly incorporated"), which is recognized as a "legal person." Is this typical financial-speak for an actual human being identified as the responsible individual working on behalf of a company, or does this in fact reflect the expectation that a corporation is treated as a person? I would rather not make any assumptions with regard to the language, but that definition certainly triggers alarm bells for me. We gladly support capitalist enterprise, but our laws do not recognize corporate personhood!"
Last edited by Verdant Haven on Mon Jun 05, 2023 4:30 am, edited 3 times in total.

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Simone Republic
Minister
 
Posts: 2323
Founded: Jul 09, 2019
Capitalist Paradise

Postby Simone Republic » Mon Jun 05, 2023 5:24 am

Verdant Haven wrote:"Forgive what may be a basic question here, but I am curious regarding the definition of an Issuer:"

"Issuer(s)" to mean the issuer(s) of securities, which must be a legal person deemed as duly incorporated by the WA state where the exchange is;


"To my ear, this sounds like it is stating that the issuer must be a corporate entity ("duly incorporated"), which is recognized as a "legal person." Is this typical financial-speak for an actual human being identified as the responsible individual working on behalf of a company, or does this in fact reflect the expectation that a corporation is treated as a person? I would rather not make any assumptions with regard to the language, but that definition certainly triggers alarm bells for me. We gladly support capitalist enterprise, but our laws do not recognize corporate personhood!"


Unfortunately, the latter, an issuer is a legal person. Sorry. It's an SEC term defined in section 2(a)(4) of the Securities Act of 1933. It basically means a corporate legal person issuing securities pursuant to the Securities Act of 1993. Technically a partnership is one.
(It).

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Refuge Isle
Technical Moderator
 
Posts: 2332
Founded: Dec 14, 2018
Left-wing Utopia

Postby Refuge Isle » Mon Jun 05, 2023 10:44 am

Simone Republic wrote: within the confines of 5,000 characters.

You do not need to spell out the specific legal text of what you want member nations to create, since you (as the WA) are directing them to make their own regulation. Many resolutions stipulate what should be accomplished when ordering member nations to create rules. This is the first proposal I have seen that stopped at just saying "some rule should be created", avoiding entirely the question of what at all should be required or banned.

Your resolution's "competent regulator" could have been a new or existing WA agency which has no bias in assessing what rules would be best for protecting investors. Your resolution's "competent regulator" could have been a hypothetical panel of financial experts from your nation with a set of requirements on their appointment such as whether they have investments, history, or other interests in the area they are overseeing. Your resolution's "competent regulator" could have been a member nation's government, given a mandate of protecting consumers and investors from exploitation. There's a variety of ways that you could have made this even moderately less corruptible with 1-2 sentences. It certainly would have been a better use of space than to define a WA member nation, or say that that places with directors could have a policy for appointing and removing directors if they exist.

Your text says that the regulator should create some kind of rule regarding disclosure of all forms of remuneration paid to directors and officers. It's honestly more likely than not that the rule created would keep the information private or heavily restricted to those that already know the information. You could have easily required the director and officer pay to be publicly reported, or publicly reported to the firm's workforce, and it would have taken just as much space. The existing clauses could be clauses that have teeth or bold requirements, with minor tweaks to their wording and the clause they're nested in.

I think the issue here is less of space and more of hesitation to actually outline requirements like I've done above. Faced with indecision about what shape of the resolution's teeth should be, you elected to sand them down to nubs.
Last edited by Refuge Isle on Mon Jun 05, 2023 10:46 am, edited 2 times in total.

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Inare
Political Columnist
 
Posts: 2
Founded: Mar 04, 2023
Ex-Nation

Postby Inare » Mon Jun 05, 2023 3:30 pm

So basically this sets a guideline for things I must do to regulate my own economic dealings within my country? Hard pass. If this were a resolution to set up protections for economic trade between nations I may have considered it, but I do not want the WA sticking their noses in my markets.

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Pangurstan
Diplomat
 
Posts: 660
Founded: Aug 20, 2017
Ex-Nation

Postby Pangurstan » Tue Jun 06, 2023 1:33 pm

Inare wrote:So basically this sets a guideline for things I must do to regulate my own economic dealings within my country? Hard pass. If this were a resolution to set up protections for economic trade between nations I may have considered it, but I do not want the WA sticking their noses in my markets.

It requires you to regulate your own economic dealings, but it allows you to do so in any way that you see fit. Your nation is doing the regulating, not the WA.

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