Negotiable Instruments, Investment Securities and Financial Instruments in Polish Law.

Dr Marcin Spyra

Financial instruments and securities

Financial instruments

Securities according to theArt. 3 pt 1 TFIA

Negotiable instruments(according to the CC)

Negotiable instrument

Negotiable instrument is a right or a claim represented by a certificate i.e. this right or claim cannot be executed without presentation of the document which represents the right or claim.

Bona fide performance.

A is a debtor of B. B has a twin brother C. A performs to C without knowing that he performs to an unauthorised person. A performs in the flat of B. It is dark and C declares he is a real creditor.

Is A released from his debt?

Performance to an unauthorised person.

Article 452 CC If the performance was made to a person not entitled to accept it and the acceptance of the performance was not confirmed by the creditor, the debtor shall be released to the extent in which the actual creditor profited from the performance.

Assignment of pecuniary claim

A sold commodities to B. The price was 50,000 PLN. B was to pay on 15.05.2013. A assigned to C a pecuniary claim against B.

C claims a payment. B claims the commodities were not

conform with the contract.Does it affect the claims of C?

Undisclosed objection

A endosed a promissory note. B was an endorsee. A and B agreed that A is not liable for the solvency of the principal debtor. They did not enclosed the relevant clause in the endorsement. The next endorsee was C, who was unaware of the undisclosed agreement between A and B. The last endorsee was D, who knew of the undisclosed objection.

Is A liable to D?

Bona fide performance.

T stole a bill of lading which was a security upon an order. E was the last endorsee. T using a forged passport of E demended the release of goods from the carrier (C). C, who did not know personally the endorsee, performed to T.

Is C released from liability?

Uncertificated Securities

Uncertificated (dematerialised) security is a security represented not by a certificate but by a book entry.

Book entries are executed by central depository institution and their participants (investment firms, banks etc.)

Interest rate swap.

Debtor

WIBOR 6M + 3%

WIBOR 6M + 3%

Fixed interest rate

Equity swap

Investor

Investment: 100,000 shares of X plc the target is: 50 PLN forshare

5.000.000 PLN on expiration date

Market price for 100,000 shares of X plc on expiration date

Stock Put Option

BuyerIssuer

50,000 shares of X plc bought at the spot price 10 PLN

The obligation of the issuer to buy 50,000 shares of X plc for the strike price 10 PLN

Premium 50,000 PLN

Financial market.

Financial market

Organized Unorganized

Regulated

Securities exchange

OTC Regulated Market

Alternative Trading Platform