The Legal Research Of Special Purpose Vehicle In Asset Securitization

Asset securitization is internationally one of the most influential financialinnovations in the recent thirty years, and it plays a more and more important role ininternational financial market. Special purpose vehicle(or SPV) is the most innovativesection of the structure of asset securitization, and it is the core of asset securitizationimplementation. For China to implement asset securitization, it is essential to establishspecial purpose vehicle, which is impossible to accomplish without the regulation ofrelevant legal system. Therefore, this thesis gives a systemic analysis to legal problemspertaining to the special purpose vehicle. The author also puts forward correspondinglylegislation advice and realistic option for SPV in China. The thesis includes five parts. The first part deals with the general theory of asset securitization. The authorexpatiates and analyses the meanings, characteristics, implementation process of assetsecuritization and the realistic significance of asset securitization implementation. The second part analyses the legal functions, legal essence, legal relationships ofSPV, and makes clear the essential status of the SPV during the implementation of assetsecuritization. In the third part, the author gives an elaborate description of the implementationsystem of special purpose corporation (or SPC), special purpose trust (or SPT), andspecial purpose limited liability partnership, all of which are common forms of SPV, anda comparative analysis of the superiority and inferiority of the aforesaid three forms. Inthis part, the author also summarizes the impediment factors for the option of the SPVforms. In the forth part, the author mainly makes a specific analysis of the design ofbankruptcy-remote system for SPV, which means that SPV is immune from the bankruptrisk of the originator, of itself, of the incorporator and of other securitization entities. The fifth part deals with the relevant legal problems of SPV establishing in China.By specific analysis of the legal environment for establishment of SPV in China, theauthor puts forward correspondingly legislation advice and realistic option for SPV inChina. We need enact to accord with the asset securitization including legal system ofSPC and SPT, but before the special law is adopted, it is more feasible to introduce SPTthan SPC.