Legal Analysis On Special Purpose Vehicle In The Asset Securitization

The asset's turning into securities has been in the experimental moment. It is urgent to perfect the related legal system. As a new instrument of financing, asset securitization has complex structure of dealings. The establishment of the Special Purpose Vehicle (SPV) is an important ache in the process of the asset's turning into securities, because it plays a"bridge"role in asset securitization. The writer at first introduces the basic theory of asset securitization and its history of development in China, and then analyzes the legal problems of the establishment and operation of the SPV under the legal frame in our country, and put forward his own opinion. The content mainly includes following aspects:Firstly, the issue gathers up the meaning of the asset securitization, especially discuss the basic theory of SPV and its functions. The writer indicates that the structure of SPV is devised to avoid relating risks of bankruptcy catering for the demand of asset safety from the investors. How to realize bankruptcy-prevention therefore becomes the main target for the law system of SPV.Secondly, this issue gathers up the legal framework of SPV establishment. It should keep specific principles of Lawmaking Independent and Investors Protection. Several factors should be considered carefully before SPV setup, specially the type of organization. In addition, the issue also concerns about the internal control of SPV. As for two different types of SPV including SPT and SPC, the writer supposes to enhance the internal control by three aspects, including establishment, corporation governance and the rules of conduct.Last but not the least, the article introduces the experimental reform of China's asset securitization and related law system, including the choice of mode of legislation, and the law frame of securitization. It also summarizes the related legislations on asset securitization's SPV in the developed countries and districts, and then the writer discusses the legal drawbacks in China's asset securitization, such as problems of trust law and tax law, system of initiator and offerings. The writer hereby provides some advice and solutions on the issues mentioned above.