Legal Analysis Of Securitization Of Bill Assets

Asset securitization of this kind of structured financing has many multi-party participation,functional decomposition and differentiation,risk diversification and many other features.As a new growth point in the market,asset securitization financing for enterprises,banks and other institutions to provide a lot of convenience,to reduce the cost.Enterprises,banks and other institutions to support the issuance of asset-backed securities,asset inventory,and then as the support of the assets to the SPV to manage,at the end of the special period of time by the assets of the pool of assets as a repayment of investors principal and interest A kind of financial intermediation activities.Due to the absence of the trust system in China's trust system,SPV is designed as a special purpose institution to undertake the original equity of the assets of institutions,as the entire transaction structure of the capital channel.From the bank's point of view,the development potential of the bill business is huge.In recent years,the rapid development of China's bill market has promoted the development of the real economy and the financial industry.After the rapid development of asset securitization business and swept the high-quality assets with strong liquidity in the market,the "shortage of assets" appeared.Financial markets have shifted their attention to low-risk,high-liquidity instruments.The main body involved in the structure of asset securitization includes the promoters(original beneficiaries),banks,special program managers,trustees,underwriters,registration and settlement structures,asset service institutions,credit enhancement agencies,liquidity support Institutions,asset-backed securities investors,as well as rating agencies,accounting consultants,legal advisers,financial advisers and other transactions.In this paper,the special plan(SPV)as the center,the analysis of the main body formed between the single or multiple legal network,based on the clarification of the main legal relationship between the origin,the core of its legal relationship to sort out.In the securitization of the instrument-based asset,the question of the legality of the transfer of the bill,that is,whether the transfer of the notes to the SPV is in conflict with the provisions of Article 10 of the Notes Act is a topic of controversy in practice.This paper argues that the transfer of the notes to the SPV is a legitimate flow of funds between the holder and the SPV.It has a legitimate basis for trading background.As long as the consideration is paid and the consideration of the normal business logic,the instrument can be transferred.And from the above analysis,the transfer of behavior and there is no legal obstacles.In practice,in order to avoid the risk of the legitimacy of the transfer of the bill,we choose the mode of transfer of the right of profit,but the drawback of the right of the proceeds of the bill as the operation mode of the transfer of the underlying asset is that the asset can not be sold in real terms.The fundamental reason is that the transfer of the proceeds of the bill rather than the bill itself,but created out of the rights based on the rights of the proceeds of the instrument.If the endorsement of the instrument is transferred directly to the SPV,then the only subject of the proceeds of the instrument is the SPV,the instrument is completely divorced from the control of the original owner,risk isolation,bankruptcy isolation can be achieved.But this is based on the fact that the direct endorsement of the instrument is transferred to the SPV's legitimate risk completely eliminated.Since the transfer of the proceeds does not make the SPV and the investors who purchase the securitized products enjoy and bear the benefits of the instrument independently,the pledge of the bill becomes an important way to ensure that the investor realizes the right of profit.In the structure of asset securitization,the guarantee form of the pledge is set up to ensure that the original entrants and the proceeds are independent of each other and the risk is isolated.In the secualization of the instrument-based asset,the question of the legality of the transfer of the bill,that is,whether the transfer of the notes to the SPV is in conflict with the provisions of Article 10 of the Notes Act is a topic Of controversy in practice.This paper argues that the transfer of the notes to the SPV is a legitimate flow of funds between the holder and the SPV.It has a legitimate basis for trading background.As long as the consideration is paid and the consideration The practice of in the the above analysis,the transfer of the behavior and there is no legal barriers.In practice,in order to avoid the risk of the legitimacy of the transfer of the bill,we choose the Mode of the transfer of the right of profit,but the drawback of the right of the proceeds of the bill as the operation mode of the transfer of the underlying asset is that the asset can not be sold in real terms.The fundamental reason is that the T Ransfer of the proceeds of the bill than the bill itself,but created out of the rights based on the rights of the proceeds of the instrument.If the endorsement of the instrument is copies directly to the SPV,then the only subject of the proceeds Of the instrument is the SPD,the instrument is completely divorced from the control of the original owner,risk isolation,bankruptcy isolation can be achieved.But this is based on the fact that the direct endorsement of the instrument is transferred to the SPV's legitimate risk Since the transfer of the proceeds does not make the SPV and the shareholders who purchase the securitized products enjoy and bear the benefits of the instrument independently,the pledge of the bill becomes an important way to ensure that the investor realizes the right of Profit in the structure of asset securitization,the guarantee form of the pledge is set up to ensure that the original entrants and the proceeds are independent Of each other and the risk is isolated.This paper not only analyzes the main trading patterns and legal dilemmas of the paper assets as the basic assets of securitization,but also analyzes and discusses the problems such as the nature of the beneficiaries,the conditions of transfer and the factors of entry into force.In the analysis of the mode of operation,the paper analyzes the legal relationship between the subjects in the transaction structure.For the legal dilemma,the author puts forward the viewpoint and method to solve the non-problem,and can promote the further improvement of the existing process of asset securitization in China.