Legal Supervision Of Two-tier SPV Asset Securitization

Originated from the issuance of beneficial special asset management plan of Haiyin share trust in 2014,the "trust + special plan" model under the two-tier SPV is the product of the intersection of enterprise asset securitization and beneficial right of trust,and is a financial innovation based on China's special business environment and separate supervision system.This kind of innovation not only meets the demand of financial intermediary to become bigger and stronger,but also meets the financing demand of special enterprises,and solves the problems that enterprises are faced with in asset securitization,such as the difficulty in specifying assets,the instability of asset cash flow,and the non-transferable or restricted assets.As regulatory arbitrage,two-tier SPV assets securitization uses supervised respectively under the different regulatory standards,with the aid of the beneficial right of the trust as the first-tier of SPV structure as a qualified asset base,at the same time to solve the problem of the underlying asset is difficult to specialization,the issue of asset securitization conditions by the enterprise asset transfer into the underlying assets mortgage,the essence of which is to return to the main body of the credit guarantee financing.The two-tier SPV asset securitization combines the securities market and the trust market,reflecting the advantages brought by the mixed operation of financial institutions and the lack of supervision in the separate supervision of asset securitization.In such a state of lack of supervision,there exist such problems as value function deviation,information asymmetry between investors and financing enterprises,investors' investment returns are easy to be damaged,and how to coordinate the division of labor between the two SPVS when they act as agents.While carrying out legal supervision on the two-tier SPV asset securitization,regulators are faced with the dilemma that there are few regulatory experience to draw lessons from and the existing regulatory framework is difficult to deal with.Therefore,we should innovate the way of supervision,establish the overall supervision thinking and strengthen the supervision coordination.As for specific regulatory measures,feasible suggestions can be provided for the supervision of two-tier SPV asset securitization from the perspectives of "penetrating" regulation,comprehensive information disclosure,and standardizing capital flow and agency behavior.