1st Edition
The Law of Securitisations From Crisis to Techno-sustainability
The book The Law of Securitisations: From Crises to Techno-sustainability provides a full and detailed account of the EU legislation in the area of structured finance with the new legal rules dissected and discussed in their full extent. Securitisation transactions have been identified in the literature among the main reasons for the 2007–2008 financial crisis, alongside derivative contracts. More than a decade later, the EU legislature passed in 2017 a legal framework comprehensively disciplining the area of securitisations in the EU. On such a background the main purpose of the book is to discuss and analyse, in a holistic way, both the rationale behind the securitisations as financial transactions and their main players (e.g. originators, SPVs and credit rating agencies) and their "ESG" (Environmental, Social and Governance) challenges, particularly the recent regulation passed in the EU during the 2020–2021 global pandemic. The goal of this legal analysis is to identify and clarify the entire legal process of securitisations, as a result of the new EU legislation, as well as duties, responsibilities and practices incumbent on the main players. Furthermore, the monograph is also concerned with the new challenges facing financial markets and their regulation: the new concept of sustainability and the development of technology. In this scenario, there is a blend of financial issues, new environmental challenges and, ultimately, the role human beings are expected to play, also from a social justice perspective.
Adopting not just doctrinal methodology but also comparative (from a private law perspective) and interdisciplinary (regulatory and law and economics), the authors also include a discussion of the main literature which has blossomed over the last two decades on structured finance transactions, particularly the literature that unveiled, a decade ago, the concept of shadow banking. This book will be one of the first to focus on the new EU Securitisation Regulation and will be of interest to academics, students and practitioners of financial law.
Chapter 1 – Introduction
1.1. Securitisations: an overview
1.2. Regulatory developments
1.3. The osmosis among securitisations, shadow banking and technology
1.4. Securitisations and capital markets
Chapter 2 – Structured finance transactions: STS and sustainability
2.1. The economic structure of securitisations
2.2. Alternative ways of structured finance
2.3. Securitisations and law
2.4. The purpose of the transactions
2.5. The dynamics of securitisations
2.6. Securitisations and assignment of receivables
2.7. Financial disintermediation and structured finance
2.8. Traditional, new and prospective themes: data protection securitisations
2.9. Regulation and supervision
Chapter 3 – The new EU "certified" securitisations
3.1. The European dimension of securitisations
3.2. The antecedents of the Securitisation Regulation: the financial crisis 2007-2008
3.3. STS Securitisations
3.4. The simplicity criterion
3.5. The standardisation requirement
3.6. The criterion of transparency
3.7. The "Third Parties Verifiers" and STS criteria
3.8. Structured finance and commercial papers
3.9. The European context: between private and administrative law
3.10. Criminal and administrative law matters
3.11. The UK STS legislative framework after Brexit
Chapter 4 – The securitisation process from the due diligence to the ESG factors
4.1. The financial regulation on securitisations
4.2. The due diligence
4.3. The legal opinion
4.4. Due diligence and legal opinion: between a rock and a hard place
4.5. Investors and market protection
4.6. The ESG factors and sustainable securitisations
4.6.1. ESG structured finance within the EU framework
4.6.2. UK Regulation and "unsustainable" finance
4.6.3. Oxymorons and convergences between EU securitisations and regulation.
4.7. From the ESG factors to the Automated Vehicles
Chapter 5 – From Fintech to Agritech
5.1. Securitisations and lex argentaria
5.2. Heterodox securitisations: Automated Machines and Vertical Farming
Biography
Pierre de Gioia Carabellese (JD cum laude, PhD, LLM PGCAP, CMr), Professor (Chair) in England and Wales (Huddersfield, School of Law, 2017), has become Professor (full) of Business Law and Regulation in Australia (ECU, Perth, 2020) and Professor (full) of Banking and Financial Law in China (Beijing Institute of Technology, School of Commercial Law, Zhuhai Campus, Hong Kong Area, 2021). Professor de Gioia Carabellese is also a Notary Public in Edinburgh and a qualified lawyer (Solicitor & Avvocato) in both the United Kingdom and Italy.
Camilla Della Giustina is a PhD candidate in Law at Campania University, Luigi Vanvitelli, Italy, and she holds a Juris Doctor cum laude at the University of Padova Law School. She has already contributed 50 research papers, 2 monographs and 1 book.
