On The Right Structure Of Dematerialized Securities

This paper focuses on the right structure of dematerialized securities. According to the traditional "dual right structure" theory, there are two kinds of rights in the securities. One is called "securities ownership" whose object is the substances that pose securities, and the other is called "securities entitlement" which is the content of securities. After the securities were dematerialized, securities account and electronic record, as a unified whole (account record), replace the materialized credentials and become a new carrier of securities entitlement. Due to its attributes of specificity, independence, and exclusiveness, account records belong to the "materials" aspects of the Civil Code, or at least should be considered as "materials".Investors share the ownership of the account record, that is, the dematerialized securities will continue to retain the "dual right structure". However, in the context of computer technology, not only the securities ownership is changing in the way of exercise of competence, but also the securities entitlements, the other part of the securities' dual right structure, become a composite right system, including investment income, the voting right, decision-making right, and the rights to various intermediaries. In the "dual right structure" system of securities, securities entitlement is the purpose right, and securities ownership is a means of security entitlement. On one hand, the purpose that investors purchasing securities is to acquire security entitlement; On the other hand, the existence of the securities ownership is necessary to guarantee the realization of security entitlement. The two kinds of rights can not be separated, the securities ownership tend to determine the ownership of securities entitlement, that is to say, the disposition of securities ownership and disposition of security entitlement are highly consistent. The essence of rights-securitization and rights-electronization is identical. Both make the rights transfer into value-form property which can achieve the purpose of free transferring of rights.