| Asset Securitization is one of the most creative financing technologies in the global capital market nowadays .It develops swiftly since it came out in USA in 1970's. A lot of countries has adopted it and make it more and more perfect. At present it has already became an important tide of the financial institution innovation and financial product innovation in the whole world. The experimental practice has also been made in China and it indicates that the legislative lagging of Asset Securitization is an important restrictive factor in our country. The study analyses the legal systems in some typical countries or areas and fundamental legal problems on Asset Securitization to provide the useful lessons for perfecting our legislation. As well as this, some immature legislative suggestions are also made in the paper.This paper is consisted of six parts which are the brief introduction of Asset Securitization,the fundamental legal problems on Asset Securitization, the comparison and analysis of the legal systems about Asset Securitization in different countries or areas ,the review on China's operation of Asset Securitization and the improvement of legal system environment.The first part introduces the development of Asset Securitization briefly.From the angle of reality affairs and policies, the author makes a brief introduction to exploration course and current situation of Asset Securitization in our country. To confine the studying range and prevent a departure from studying, taking in account that the definition of Asset Securitization is still not unified in study circles at present, and the author puts forward a new definition concerning Asset Securitization by analyzing its essence and classification. The author also analyses the legal property of underlying assets in this part. Points out that the essence of underlying assets is not able to be summarized completely by creditor's rights. Among the type of future revenue Asset Securitization, the essence of underlying assets should be some kind of future creditor's rights or legal fruits of real property. As to the problem that it is short of relevant legislation to assign future avails or future creditor's rights in our country at present, the author has brought forward the resolution.The Second Chapter is about the fundamental legal issues during operation course of Asset Securitization ,including the legal organizing form of Special Purpose Vehicle ,the standard about True Sale of basic assets and the legal property of Asset-backed securitization .Respectively expounding three types of SPV ,which are Special Purpose Corporation, Special Purpose Trust and SPV, Limited Partnership(SPV,L.P.). And in this part, the author points out that True Sale is not an essential condition for Asset Securitization, but it is significant to take the basic asset out of the balance sheet and establish the system of bankruptcy remoteness. Furthermore, the paper introduces the standard about True Sale of the US Financial Accounting Standards Board and the Basel committee on Banking Supervision as well as two kinds of patterns in actual judicial practice. One of the patterns is examination-as-to substands principle and the other is non-substantive examination. Currently a lot of countries incline to enact clear provision of the standard about True Sale to resolve the problem that there are disputes in the practice. As for the legal property of Asset-Backed Securities, the author respectively expounds Pass-Through Securities, Pay-Through Securities and Asset-Backed Bonds. At the same time, the paper points out that in America it is by broad definition of"Security"while in civil-law family countries it is by modificating law or enact the special law to bring ABS into the"Security"category. And in our country the legal property of ABS issued in the experimental unit is actually the Certificates.In the third part, the author narrates the Asset Securitization cases in China now ,2005-1 Kai Yuan Credit Asset-backed Securitization, which stands for the achievement of the current stage of the experimental unit in the homeland, the writer gives a brief commentary on it from the legal angle.In the fourth part , the writer classifies the Legal obstacles existing under current law frame in our country into three kinds, which are law blank, law conflict and law restrict . The fifth part is about the legal institutions in different countries or areas. USA , Japan , Korea Republic and Taiwan China , Hong Kong Special Administrative Region have been chosen as the representatives of the different legislation pattern and significant reference for our country to perfect our legislation,introducing respectively their legal institutions frame and characteristic of Asset Securitization. It briefly draws the outline of the general situation of the Asset Securitization legislation in the current world, thereby, providing the experience and lessons for the Asset Securitization construction in our country.The last part is about the improvement of the legal environment in China. The author has put forward her own suggestion with perfect law-making that our country should adopt the unified legislation pattern and draw up the specialized law of Asset Securitization. The law-making road that our country walks is the road that law-making and experimental unit carry on alternately and promote mutually in practice. In the end of the paper, the author enumerates the frame contents should be included in the future specialized law.Because Asset Securitization only has the history for more than thirty years up to now from its birth and our country start the theories and fulfillment research only from 1990's.For this finance innovation, Chinese people have to undergo a cognition-deepening process. The view relating to this innovation concerning broad field is superficial because the author is confined to his own limited academic attainments. Because the author's knowing is limited and superficial, the false places are unavoidable. Therefore, the author heartily hopes everyone would criticize to correct it.
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