| It is almost known that international syndicated loan became an important financial means in the late World War II and since then it has been playing an indispensable role in the international capital market for over 60 years. The activities of international syndicated loan's market were slightly influenced by the Asian financial crisis began in 1997. Although there is no uniform law about international syndicated loan in the international society, the laws and institutions regulating international syndicated loan have developed into a set of international practice. New Basle Agreement is published on 26 June 2004, which covers operation risks, including legal risks. The channels using foreign capital have been expanded to the field of borrowing international syndicated loan since China took the policy of economic reform and opening to the outside world, while Chinese commercial banks took part in international syndicated loan. At present, the syndicated loan's market is prosperous obviously. However, the parties always confront with many legal risks because of their knowing little about international practice. Although the Interim Procedures of Syndicated Loan was promulgated by the People's Bank of China on October 7,1997, the market-oriented laws on international syndicated loan are to be improved . We should learn the international practice and foreign laws in order to control the legal risks of international syndicated loan originated from China and the overseas. It is valuable to conduct research of the legal risks of international syndicated loan. The dissertation is composed of six chapters, in addition to an Introduction and Conclusion, totaling over 220,000 words. Most parts of the dissertation aim at analyzing some legal risks. Introduction explains, in the light of economics and legal science, the conception of international syndicated loan and the history of international syndicated loan in international capital market, proving its significance in the loan of international commercial banks as well as in the international capital market. Meanwhile, the classification of international syndicated loan is given briefly, and the clues and sphere of the research are pointed out clearly, including direct syndicated loan and indirect syndicated loan. Normative analysis, positive analysis, comparative analysis, economic analysis of law and other analyses are explained briefly, most of which are more or less used in this research to some extent. In the meantime, some questions to be continued to study are briefly presented. Chapter 1 analyses the legal risks of international syndicated loan in terms of international law. Such legal risks as sovereign risk (that is a risk of economic sovereignty in nature) and legal risks relating to Basle Agreement and IMF and WTO are included, which had shortage of research in the above academic area ago. It is of important value for developing countries to elaborate their proposals on sovereignty against developed countries. Chapter 2 analyses the risks of contract law in the agreement of international direct syndicated loan, including four sections. Section one discusses both the legal relationships between the parties. Section two studies comparatively the fundamentals of contract law underlying the agreement of international direct syndicated loan. Section three presents an analysis of the theoretical and practical aspects of the various clauses in the agreement of international direct syndicated loan. According to contract law of different countries (especially common law), the author makes relevant jurisprudential and economic comments on the agreement of international direct syndicated loan and such clauses often exposed in it as conditions precedent, representations and warranties, covenants, set-offs, pro rata sharing, tax clauses and breach of contract. The last section researches the risks of the applicable law of the agreement of international direct syndicated loan. Chapter 3 answers the legal risks of international direct syndicated loan before and after thesignature of the agreement, focusing on some legal documents such as term sheet, mandate letter, information memorandum, legal opinion and etc.. Moreover, the concept and legal characters of the agent bank are specially concerned, based on some new materials. Chapter 4 deals with the legal risks of securitization of international indirect syndicated loan and in the secondary market. The correlative legal characters of the transfer of participation, the framework of loan asset-backed securitization, and the legal aspects of secondary market are introduced in great detail. With the trend of the economic globalization, the legal risks of international indirect syndicated loan and in the secondary market will be sure to become more and more complicated in the future. The author bravely suggests two models of securitization of international indirect syndicated loan. Chapter 5 discusses the legal risks of guarantee, which is usually utilized in the course of international syndicated loan. The ways of guarantee are mainly classified into two models: guarantee by credence and guarantee by real right. The former includes letter of guarantee, standby L/C, comfort letter and etc., the latter includes mortgage, pledge, floating cargo and etc..The following are the framework and major content of laws of guarantee of the People's Republic of China relating to the international syndicated loan. Chapter 6 comprises four sections. The first section sums up six characters of international syndicated loan and designs some ways to control the legal risks of international syndicated loan. Subsequently, the second section introduces the rise and development of the syndicated loan in China. The Interim Procedures of Syndicated Loan promulgated by the People's Bank of China and the Interim Regulations of Syndicated Loan made by the State Development Bank are briefly reviewed in the third section. According to China's situation and the focal point by public, rough views on the internationalization (that is consistency with international practice) of China's legislation on syndicated loan are put forward. It is interesting that some fundamentals of economic analysis of law are founded in the last section, for example, the theory of equilibrium of supply and demand,the theory of cost and benefit and so on. There　is　a　short　Conclusion　in　the　end　as　a　result　of　the　research.　The　legal　risks　with　some　obvious　characteristics　are　very　complicated　and　systematic　measures　must　be　taken　to　control　them　without　any　delay.
|
PDF Full Text Request