Study On The Legal Issues Of Special Purpose Vehicle In The Course Of Asset-Securitization

Being the cause of the 2008 U.S. Sub-prime Lending Crisis, the asset securitization that is a novel and creative means of financing has gained a particular attention. However, the great contribution of the asset securitization to a nation's economic shall not be neglected. Consequently, the study on the legal issues of the asset securitization and the reflection of the U.S. Sub-prime Lending Crisis become the core of the study. As is to known, the prominent feature of asset securitization is the design of SPV which is a special purpose vehicle only to realize the asset securitization. It is the essential embodiment of new features of asset securitization and normally functions as the core in the process of asset securitization transactions. SPV is capable to isolate risks, to optimize the allocation of resources and to protect the investors'rights and interests to the hilt and so on. The design of risk-remote mechanism which is the function of SPV is universally regarded as the core value of SPV. Therefore, some advice is put forward to in the thesis that the problems on the related legal system, such as the right choices for China among the different legal forms of SPV and the way to build the best legal system to control and supervise SPV in China and so on, shall firstly be solved from the perspective of the function of SPV.Generally, the thesis consists of five parts. In the first part, this thesis firstly introduces the basic the theories of SPV including its origin, the legal features, the functions, and then clears the basic legal relations between SPV and the initiators as well as original debtors. The second part illustrates the securitizing procedures by using a structure chart and then explores the ways to isolate the bankrupt risk of the initiators of SPV. The third part mainly analyzes the feasibility of the three forms in China. Generally, there are three legal forms:Special Purpose Corporation, Special Purpose Trust and Special Purpose Partner. They respectively have their own strong points and disadvantages. According to difference of the legal environment, different countries and areas adopt different forms. However, there are some problems on the legal system which drag on the progress of asset securitization in China. Therefore, it is necessary to explore the causes of Sub-prime Lending Crisis in the U.S in order to prevent the same crisis happening in China. And in the fourth part, the author firstly finds out the key cause of the crisis that is the ignorance and lack of the supervision of SPV. Then, the author will clearly introduce the current situation of China's legal supervision system by the comparison between China's and the American's. Finally, the following part shows an outline on how to construct China's legal supervision system of SPV in the course of the asset securitization. That is to say, the author offers some advice on how to legally set up SPV, how to restrain its business, how to legally run it and on what way to supervise and investigate it in order to improve the efficiency of the supervision and to make the thesis have more important theoretical value on new special legislation of SPV in the future.