Prawo właściwe dla przeniesienia akcji w obrocie zorganizowanym

Abstract

The article discusses the issues of conflict of laws in cross‑border transfer of shares in the organized trading system. In regard to the private trading of securities‑law rules based essentially on the lex cartae sitae. In terms of organized trading securities transfer transaction associated with making a series of records in securities accounts — as part of the system of securities clearance, settlement and ownership system where ownership information is held electronically as a book entry (indirect holding system). The solutions adopted in this regard in the Polish Private International Law seem to be sufficient. The purpose of this paper is to discuss new approach to the problem of the cross‑border transfer of shares, primarily based on the solutions of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary. The Convention is largely a response to the move in recent times in most nations from a purely direct holding system to a mixed direct and indirect holding system. The reforms, though largely beneficial, have created an alarming level of uncertainty as to the question of “what law applies” in cross‑border securities transactions. The development of a global agreed‑upon method of determining the legal regime governing any such transactions lagged behind market practice, leaving financial markets with significant legal risk.