Functional Research Of Japan's Special Purpose Companies

Special purpose vehicle is a system characteristic of asset securitization.The whole process of asset securitization is based on the special purpose vehicle,which is an independent legal subject.On the one hand,the special purpose vehicle receives and holds specific assets from the original equity holders to ensure the risk isolation between the specific assets and the original equity holders;on the other hand,it issues asset-backed securities on the basis of the specific assets,raises funds from investors,and opens up asset securitization The capital chain.It can be said that the special purpose vehicle plays a key role in asset securitization,which is crucial to the success of securitization.Japan is the first country in Asia to legislate on special purpose vehicle,and specially constructs the special purpose company as a company type special purpose vehicle for asset securitization practice.This system not only promotes the development of asset securitization in Japan,but also has a profound impact on the legislation of asset securitization in neighboring countries and regions.But for a long time,China has been seeking institutional supply from the United States in the field of asset securitization,which is unfamiliar with the practice of asset securitization in Japan and other civil law countries,which is not conducive to the development and improvement of asset securitization theory in China.In addition,Japan,as a civil law country,is close to China's legal system and institutional environment.To study its special purpose company system in the field of asset securitization can not only deepen China's understanding and understanding of asset securitization legislation in civil law countries,but also broaden our vision and provide appropriate reference for China to improve the relevant system of special purpose carrier.Therefore,this paper will discuss the system content and operation mode of Japan's SPV,especially focus on the three functions of Japan's SPV in Japan's asset securitization.The paper is divided into five chapters.The first chapter of the paper expounds the legal structure of Japanese special purpose company and the basic operation process of participating in assetsecuritization.As a special association legal person based on the asset liquidity law,Japan's special purpose company serves the purpose of asset securitization,and its organizational form and structure are different from those of ordinary companies.In the process of asset securitization,Japan's special-purpose companies raise the funds needed for asset securitization by means of raising preferred capital contribution and issuing specific corporate bonds,and as an independent subject,they directly purchase and hold specific assets,connecting the asset side and the fund side.In addition,unlike other types of special-purpose vehicles,Japan's special-purpose companies also need to make asset liquidity plans and carry out business declaration for asset securitization.The second chapter mainly discusses the bankruptcy isolation function of Japan's special purpose company in asset securitization from two aspects: the independence of Japan's special purpose company and the prevention of bankruptcy risk.The independence of Japan's SPV embodies "formal independence" and "substantial independence".With the help of the independent legal person status and the shareholding structure independent of the sponsors,the risks of the sponsors are isolated as far as possible to ensure that Japan's SPV independently holds specific assets.The prevention of bankruptcy risk is embodied in the prevention of "real sale",active bankruptcy risk and passive bankruptcy risk.At the same time,this chapter also summarizes the characteristics of bankruptcy isolation function of Japan's special purpose company.The third chapter expounds the function of issuing securities of Japanese special purpose company.Securities issuance is a specific function of a specific target company.Through securities issuance,the capital chain from investors to sponsors can be opened,and the basic transaction structure of asset securitization can be formed.This chapter focuses on the process and characteristics of the issuance of preferred investment securities and specific corporate bonds by Japan's special purpose companies.The fourth chapter discusses the investor protection function of Japanese special purpose company.The concept of investor protection runs through the whole process of Japan's special-purpose company,and the system of Japan's special-purpose company is also relatively perfect to protect investors,forming an investor protection mechanism based on the platform of special-purpose company.Under the guidance of asset mobility plan,the system emphasizes the supervision and protection of specific assets by the internal governance of specific purpose company,supplemented by administrative supervision and criminal sanctions.This chapter discusses the realization of investor protection function of Japan's special purpose company from four aspects: asset liquidity plan,internal governance structure,administrative supervision and accountability.The fifth chapter expounds the enlightenment and thinking of Japan's special purpose company system to China.China can learn from the experience of Japan's special purpose company,make clear the nature of special purpose vehicle through legislation,strengthen the protection of investors with special purpose vehicle,and consider to add a company type special purpose vehicle similar to Japan's specialpurpose vehicle according to the needs.In addition,in the process of learning from the legal system of the special purpose carrier outside the country,we also need to combine the characteristics of the legal system of our country to reform the special purpose carrier system suitable for the national conditions.