Cross-border Transfer and Collateralisation of Receivables: A Comparative Analysis of Multiple Legal Systems

✍ Scribed by Woo-jung Jon

• Publisher: Hart Publishing
• Year: 2018
• Tongue: English
• Leaves: 337
• Category: Library

✦ Synopsis

Legal systems around the world vary widely in terms of how they deal with the transfer of and security interests in receivables. The aim of this book is to help international financiers and lawyers in relevant markets in their practice of international receivables financing. Substantively, this book analyses three types of receivables financing transactions, ie outright transfer, security transfer and security interests. This book covers comprehensive comparison and analysis of the laws on the transfer of and security interests in receivables of fifteen major jurisdictions, encompassing common law jurisdictions, Roman–Germanic jurisdictions and French–Napoleonic jurisdictions, as well as relevant EU Directives. To be more specific, this book compares and analyses the relevant legal systems of the US, Canada, New Zealand, Australia, Korea, Japan, France, Belgium, England, Hong Kong, Singapore, China, Germany, Austria and the Netherlands. Furthermore, in order to analyse those legal systems from the international perspective, this book compares relevant international conventions; it also proposes to establish an international registration system for the transfer of and security interests in receivables.

✦ Table of Contents

Foreword 1
Foreword 2
Foreword 3
Acknowledgements
Contents
Table Of Cases
Table Of Statutes, Conventions And Model Laws
Table of Online Registers
List of Tables
1. Introduction
1-1. Receivables
1-2. Transfers of Receivables
1-3. Security Rights in Receivables
1-4. Security Transfer of Receivables
1-5. Transfers Rather than Security Rights
1-6. Proposal of an International Receivables Registry
1-7. Research Methods
1-8. Overview of this Book
2. Security Rights Registries
2-1. Introduction
2-2. Publicity
2-3. The Security Rights System in Common Law Jurisdictions
2-4. The Security Rights System in Civil Law Jurisdictions
2-5. International Efforts of Harmonisation
2-6. The Pros and Cons of a General Security Rights Registry
2-7. Filing Systems
2-8. Parties Reciprocal Confirmation Instead of Registrar's Review
2-9. Search for Registration
2-10. Conclusion
3. Transfers of and Security Rights in Receivables
3-1. Introduction
3-2. Comparative Analysis on Priority and Perfection
3-3. Priority
3-4. Perfection
3-5. Check Points
3-6. Classification of Jurisdictions
3-7. Answers to the Six Common Questions
3-8. The EU Directive on Financial Collateral Arrangements
3-9. Conclusion
4. Conflicts of Laws and Technical Issues of the Debtor-Indexed Registration System
4-1. Introduction
4-2. The Governing Law
4-3. The Governing Law for Priority
4-4. Perfection Methods and Check Points
4-5. The Experience of the UN Receivables Convention
4-6. Registration is the Solution
4-7. The Double Debtor Problem
4-8. Floating Charges
4-9. Reservation of Title
4-10. Conclusion
5. The International Receivables Registry
5-1. Introduction
5-2. Scope of the International Receivables Registry
5-3. International Receivables Registry Registration
5-4. The Compulsory Registration System with Limited Scope of Application
5-5. Restriction of the Scope of Application of the Proposed International Receivables Registry Convention
5-6. Registration of an IRT
5-7. Deregistration of an IRT
5-8. The Sphere of Application of the Proposed International Receivables Registry Convention
5-9. The Operation of the International Receivables Registry
5-10. Conclusion
6. Priority in the International Receivables Registry
6-1. Introduction
6-2. Perfection
6-3. Priority
6-4. The Double Debtor Problem
6-5. Floating Security Rights of the International Receivables Registry
6-6. Reservation of Title
6-7. Preferential Creditors
6-8. Proceeds
6-9. Bonds
6-10. Subordination Agreements
6-11. Conclusion
7. Conclusion
Appendix: Draft Convention on Priority of Transfers of, and Security Rights in, Receivables ("Draft International Receivables Registry Convention")
Article 1 (Definitions)
Article 2 (Sphere of Application)
Article 3 (Registration of the IRT)
Article 4 (Deregistration of the IRT)
Article 5 (Priority)
Article 6 (Perfection)
Article 7 (Proceeds)
Article 8 (Transfer of a Security Right)
Article 9 (Floating Security Right)
Article 10 (Rights Having Priority without Registration)
Article 11 (International Receivables Registry)
Article 12 (The Supervisory Authority and the Registrar)
Article 13 (Information Required to Effect Registration)
Article 14 (Registration, Amendment and Discharge)
Article 15 (Transferees Entitled to Give Notice to the Debtor)
Article 16 (International Receivables Registry Jurisdiction)
Article 17 (Consent of Secured Creditors to Transfer to a Non-IRT)
Article 18 (Sanction for False Registration)
Article 19 (Search)
Article 20 (Contractual Prohibition on Transfers of Receivables)
Bibliography
Index