The Legal Research Of Special Purpose Vehicle In Securitization

Special purpose vehicle(or SPV) is a critical body in securitization. The whole securitization surrounds SPV to operate. There is no SPV, then no really securitization. SPV is the heart and soul of securitization. So it is very necessary to research about SPV for Securitization.But now research is almost from the angle of economics or finance. The research from law is very small and there is no systematic research from law at present. And the method of research is static around about SPV itself. There is no static and dynamic method in the research. In fact, securitization and SPV is very closely tied to each other. There is no securitization, then no SPV. On the flip side, the same thing happens. So the research of SPV should use static and dynamic method. We can research the legal problem like the operation mechanism of SPV, the nature of SPV, the structure of SPV and so on in the securitization. We can not treat SPV only as an kind of legal form or an structure and research it by the static method.According to the train of thought, this dissertation researches most the legal problems of SPV in securitization on the basis of mature theory and legal system of SPV in foreign countries by the static and dynamic method from the legal angel. The whole dissertation is divided into four chapters.The first chapter researches some basic theory problem of SPV. It introduces common principles of securitization, and so educes an special and core conception─ Special purpose vehicle. Then the author analyses the special position and legal characters of SPV in securitization. The legal risk of SPV in securitization is also put forward. Additionally, the author illustrates the development models in history and two kinds of operating mechanisms of SPV. One is the mechanism of special purpose trust, the other is the mechanism of special purpose company.The second chapter discusses the operation of the trustee as SPV in the mechanism of special purpose trust. In the mechanism of special purpose trust, the trustee as SPV to carry on securitization chiefly depends on trust principles to realize asset partitioning and risk remoteness. Certainly, the trustee in securitization has some legal demands to obey .It is different from other trustees in common trust.The third chapter discusses the operation of the special purpose company as SPV in the mechanism of special purpose company. In the mechanism of special purpose company, securitization chiefly depends on the structure and special operation of the special purpose company to realize asset partitioning and risk remoteness. The special purpose company is especially established for securitization. Compared with the trustee, the special purpose company is more classical as SPV, and it can embody the characteristics of SPV more clearer. Either in operation, or in nature and structure, the special purpose company is certainly different from common company established by the Company Law.The forth chapter discusses a series of legal obstacles encountered by SPV in China current situation, including conflicts with actual laws and regulations and deficiencies of laws and regulations. At last, the author puts forward the resolution model of legal obstacles on the basis of Chinese legislation, by learning from other foreign countries experience on legislation models.