Securitization and Special Purpose Vehicles in an International Setting: a Systemic View

The present work tries to display a comprehensive and comparative study of the different legal and regulatory problems involved in international securitization transactions. First, an introduction to securitization is provided, with the basic elements of the transaction, followed by the different varieties of it, including dynamic securitization and synthetic securitization structures. Together with this introduction to the intricacies of the structure, a insight into the influence of securitization in the financial and economic crisis of 2007-2009 is provided too; as well as an overview of the process of regulatory competition and cooperation that constitutes the framework for the international aspects of securitization. The next Chapter focuses on the aspects that constitute the foundations of structured finance: the inception of the vehicle, and the transfer of risks associated to the securitized assets, with particular emphasis on the validity of those elements, and how a securitization transaction could be threatened at its root. In this sense, special importance is given to the validity of the trust as an instrument of finance, to the assignment of future receivables or receivables in block, and to the importance of formalities for the validity of corporations, trusts, assignments, etc., and the interaction of such formalities contained in general corporate, trust and assignment law with those contemplated under specific securitization regulations. Then, the next Chapter (III) focuses on creditor protection aspects. As such, we provide some insights on the debate on the capital structure of the firm, and its inadequacy to assess the financial soundness problems inherent to securitization. Then, we proceed to analyze the importance of rules on creditor protection in the context of securitization. The corollary is in the rules in case of insolvency. In this sense, we divide the cases where a party involved in the transaction goes bankrupt, from those where the transaction itself collapses. Finally, we focus on the scenario where a substance over form analysis may compromise some of the elements of the structure (notably the limited liability of the sponsor, and/or the transfer of assets) by means of veil piercing, substantive consolidation, or recharacterization theories. Once these elements have been covered, the next Chapters focus on the regulatory aspects involved in the transaction. Chapter IV is more referred to “market” regulations, i.e. those concerned with information disclosure and other rules (appointment of the indenture trustee, and elaboration of a rating by a rating agency) concerning the offering of asset-backed securities to the public. Chapter V, on the other hand, focuses on “prudential” regulation of the entity entrusted with securitizing assets (the so-called Special Purpose vehicle), and other entities involved in the process. Regarding the SPV, a reference is made to licensing requirements, restriction of activities and governance structures to prevent abuses. Regarding the sponsor of the transaction, a focus is made on provisions on sound originating practices, and the servicing function. Finally, we study accounting and banking regulations, including the Basel I and Basel II Frameworks, which determine the consolidation of the SPV, and the de-recognition of the securitized asset from the originating company’s balance-sheet, as well as the posterior treatment of those assets, in particular by banks. Chapters VI-IX are concerned with liability matters. Chapter VI is an introduction to the different sources of liability. Chapter VII focuses on the liability by the SPV and its management for the information supplied to investors, the management of the asset pool, and the breach of loyalty (or fiduciary) duties. Chapter VIII rather refers to the liability of the originator as a result of such information and statements, but also as a result of inadequate and reckless originating or servicing practices. Chapter IX finally focuses on third parties entrusted with the soundness of the transaction towards the market, the so-called gatekeepers. In this respect, we make special emphasis on the liability of indenture trustees, underwriters and rating agencies. Chapters X and XI focus on the international aspects of securitization. Chapter X contains a conflicts of laws analysis of the different aspects of structured finance. In this respect, a study is made of the laws applicable to the vehicle, to the transfer of risks (either by assignment or by means of derivatives contracts), to liability issues; and a study is also made of the competent jurisdiction (and applicable law) in bankruptcy cases; as well as in cases where a substance-over-form is performed. Then, special attention is also devoted to the role of financial and securities regulations; as well as to their territorial limits, and extraterritoriality problems involved. Chapter XI supplements the prior Chapter, for it analyzes the limits to the States’ exercise of regulatory power by the personal and “market” freedoms included in the US Constitution or the EU Treaties. A reference is also made to the (still insufficient) rules from the WTO Framework, and their significance to the States’ recognition and regulation of securitization transactions.

L'attitudine alla comunicazione. Uno studio nel Corso di Laurea in Infermieristica

It is believed that the way of being and the communicative-relational skills of every individual have multifactorial origins, including the quality of primary relationships with caregivers. For some time, the need for health care professionals to possess specific communicative and interpersonal skills has been highlighted. To the degree course in Nursing, like to all other degree programs related to health, access is granted to students who have large individual differences, both in terms of personality, and in terms of relational skills. Each academic year, therefore, the people responsible for the didactic organization of every course, are faced with having to prepare a training plan capable of addressing communicative-relational aspects and, at the same time, of being adequate to the real attitudes of incoming students. Thus, the need for appropriate tools for measuring the personological and vocational traits considered specific to health professions was born. This study has a twofold objective. On one hand, it aims at selecting a battery of psychological tests to detect psychological and attitudinal patterns, to facilitate the coordinators of graduate courses in their didactic organization and planning of educational training; on the other hand, it seeks to assess the correlations between communicative-relational skills (Relational-Communicative style, according to the model of patient-centered medicine-TRS) (Mucchielli’s Test of Spontaneous Attitudes – usual kind of attitude in dual relationships), personality traits (Alexithymia), styles of attachment to parental figures (PBI), and the capability of recognizing facial emotions, in a sample of students enrolled in the first year of a degree in Nursing.

Studio di alcuni tratti del temperamento nel cane

Il temperamento può essere definito come l’attitudine che un cane esprime verso le persone e verso altri animali, la combinazione di tratti fisici e mentali, acquisiti e non, che determinano il comportamento del cane. Tale parametro delinea perciò il carattere di un individuo, inclinazioni e tendenze, eccitabilità, tristezza, rabbia e il modo caratteristico di comportarsi di un individuo, con particolare riferimento alle interazioni sociali. La presente tesi di Dottorato rappresenta uno studio su alcuni tratti del temperamento nel cane domestico elaborato in 3 progetti sperimentali. Nei primi due progetti sono state analizzate le differenze attitudinali tra alcune razze canine attraverso l’applicazione di un test di temperamento in cuccioli di 60 giorni e in cani adulti, per valutare e confrontarne il temperamento, la socialità ed identificare profili tipici di razza. Nel terzo progetto un campione di cani morsicatori di canile e di proprietà è stato confrontato con due rispettivi gruppi di controllo. Analizzando i risultati è stato possibile mettere in evidenza caratteristiche di razza omogenee nell’interazione con stimoli inanimati, nelle interazioni sociali e in relazione alla possessività e sono stati delineati profili di razza sia nei cuccioli sia negli adulti. Si sono tuttavia, osservate variabilità individuali, intra-razza e intra-cucciolata, a testimonianza dell’influenza complessa e multifattoriale delle componenti genetica e ambientale sul comportamento dei cani. Il confronto tra cani morsicatori di canile e di proprietà ha messo in luce interessanti differenze tra i soggetti in termini di reattività, socievolezza, propensione all’interazione con il proprietario o con un estraneo, comportamenti di evitamento e velocità di reazione agli stimoli presentati. Il test applicato è risultato un valido strumento per valutare il temperamento di cani dichiarati aggressivi che sono stati sottoposti a situazioni nuove e a stimoli sconosciuti per poter ottenere una migliore visione d’insieme del temperamento del soggetto.