| Asset securitization was originated in America whose essence is to transfer assets which have stable cash flow without mobility to special purposed vehicle(SPV)by means of real sale.The assets are served as the underlying assets used by SPV for subsequent securities issuing in support of the issuing of assets-backed securities to raise funds.Stable cash flow attributing to underlying assets is obliged to return the capital and pay the interests for the issued securities.During such process,in order to meet the requirements of risk prevention to realize bankruptcy remoteness,an independent SPV legally shall be established in order to obtain the ownership of underlying assets.Meanwhile,transfer of underlying assets from the original holder to SPV could also improve the credit rating of transaction structure and alter the legal character of related assets and structure so that requirements of law and supervision departments can be fulfilled.Currently,the SPV universally used across the nation includes Special Purpose Trust(SPT),specialized assets scheme of securities companies and other legal forms.However,such forms as SPC commonly used in other legal areas globally may lead to legal risk because of different laws and regulations in different regions within China.Therefore,aiming at disclosing internal conflicts within the legal system,this thesis does cross-sectional studies of legal regulations of diverse national legislative departments with the help of various legal forms and legislative experience of SPV in a variety of legal areas and further provides suggestions for making laws for the purpose of improving top-level designs and minimizing structural loopholes legally.The thesis consists of 6 chapters.Chapter 1 is the introduction which analyzes the current research situation of SPV on the basis of various background of setting legal forms of SPV.Chapter 2 makes a brief introduction of SPV's characteristics of setting,function and functional realization.Through comparison and analysis of functional divergence of diverse legal model of SPV,it summaries historical development and current situation both at home and in other legal areas.Chapter 3 teases out different legal problems under different models through comparison and analysis of various characteristics of different SPV based on the comparison and analysis of different legal model of SPV and their characteristics and functions.Chapter 4 learning from the structure of legal system of our country and offshore legal experience,works out legal solutions to solve the problems.Chapter 5 combines some practical experience,demonstrates real situation of legislation of SPV in our country and then proposes certain suggestions in accordance with practical law.Chapter 6 thinks and looks forward from the perspective of law following the trend of the development of securitization of our country. |
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