On "True Sale" In Asset Securitization

Asset securitization, as a kind of structured finance, is one of the most influential financial innovations in the world in the late 30 years, and is bringing into play a more and more important role in the international financial market. In a typical asset securitization, a company (usually referred to as the "originator") sells rights in income-producing assets-such as accounts, instruments, lease rentals, franchise, license fees and real estate, and other intangible and tangible rights-to a special purpose vehicle (SPV). The SPV in turn, issues securities to capital market investors and uses the proceeds of the issuance to pay for the assets. The investors, who are repaid from collections of the assets, buy the securities based on their assessment of the value of the assets. Both of the originators and the investors can benefit from asset securitization. The whole dissertation contains five chapter: Chapter one makes an investigation of the origin and evolution of asset securitization .and makes a legal definition on the asset securitization. To prevent misunderstanding of its connotation, the thesis desperately; accurately analyze the "the asset securitization" and"True sale". Chapter two summarized the performance and the advantages of assets and securitization. Asset is not only a legal concept, but also an accounting a concept. Chapter there deals with the legal problems we will encountered in the securitization. The first one is the transfer of the obligations, which experiences along history of development. There is different legislation about the transfer of obligations around the world, which can be defined as three modes: German mode, France Mode and Common law mode. In the practice of securitization, there are three kinds of transfer of obligations: innovation, sub-participation and transfer. Chapter four is the recharacterization of the transfer, which refers to the nature of transfer as secured transactions or true sales. The different nature of the transaction will yield the different legal effects, and make influences on the investors' interest. As a result, the standards of recharacterization, will be of the great importance to the success of securitization. The fifth chapter studied the legal situation of asset securitization in China. Putting forward the imagination and thought for Chinese establishment of legal system about"true sale".In this part, paper first introduced the necessary and possibility in China to establishing the legal system about "true sale" .On this foundation, analysing the obstacle on establishment the legal system about "true sale". According to the obstacle that mentioned preceding,Paper builds corresponding legal system and puts forward a lot of suggestion.