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.

Design, implementation and evaluation of a virtual laboratory for Computer Engineering Education

Broad consensus has been reached within the Education and Cognitive Psychology research communities on the need to center the learning process on experimentation and concrete application of knowledge, rather than on a bare transfer of notions. Several advantages arise from this educational approach, ranging from the reinforce of students learning, to the increased opportunity for a student to gain greater insight into the studied topics, up to the possibility for learners to acquire practical skills and long-lasting proficiency. This is especially true in Engineering education, where integrating conceptual knowledge and practical skills assumes a strategic importance. In this scenario, learners are called to play a primary role. They are actively involved in the construction of their own knowledge, instead of passively receiving it. As a result, traditional, teacher-centered learning environments should be replaced by novel learner-centered solutions. Information and Communication Technologies enable the development of innovative solutions that provide suitable answers to the need for the availability of experimentation supports in educational context. Virtual Laboratories, Adaptive Web-Based Educational Systems and Computer-Supported Collaborative Learning environments can significantly foster different learner-centered instructional strategies, offering the opportunity to enhance personalization, individualization and cooperation. More specifically, they allow students to explore different kinds of materials, to access and compare several information sources, to face real or realistic problems and to work on authentic and multi-facet case studies. In addition, they encourage cooperation among peers and provide support through coached and scaffolded activities aimed at fostering reflection and meta-cognitive reasoning. This dissertation will guide readers within this research field, presenting both the theoretical and applicative results of a research aimed at designing an open, flexible, learner-centered virtual lab for supporting students in learning Information Security.

Reexamining the Role of Incarceration and Stigma in Criminal Law

One of the ways by which the legal system has responded to different sets of problems is the blurring of the traditional boundaries of criminal law, both procedural and substantive. This study aims to explore under what conditions does this trend lead to the improvement of society's welfare by focusing on two distinguishing sanctions in criminal law, incarceration and social stigma. In analyzing how incarceration affects the incentive to an individual to violate a legal standard, we considered the crucial role of the time constraint. This aspect has not been fully explored in the literature on law and economics, especially with respect to the analysis of the beneficiality of imposing either a fine or a prison term. We observed that that when individuals are heterogeneous with respect to wealth and wage income, and when the level of activity can be considered a normal good, only the middle wage and middle income groups can be adequately deterred by a fixed fines alone regime. The existing literature only considers the case of the very poor, deemed as judgment proof. However, since imprisonment is a socially costly way to deprive individuals of their time, other alternatives may be sought such as the imposition of discriminatory monetary fine, partial incapacitation and other alternative sanctions. According to traditional legal theory, the reason why criminal law is obeyed is not mainly due to the monetary sanctions but to the stigma arising from the community’s moral condemnation that accompanies conviction or merely suspicion. However, it is not sufficiently clear whether social stigma always accompanies a criminal conviction. We addressed this issue by identifying the circumstances wherein a criminal conviction carries an additional social stigma. Our results show that social stigma is seen to accompany a conviction under the following conditions: first, when the law coincides with the society's social norms; and second, when the prohibited act provides information on an unobservable attribute or trait of an individual -- crucial in establishing or maintaining social relationships beyond mere economic relationships. Thus, even if the social planner does not impose the social sanction directly, the impact of social stigma can still be influenced by the probability of conviction and the level of the monetary fine imposed as well as the varying degree of correlation between the legal standard violated and the social traits or attributes of the individual. In this respect, criminal law serves as an institution that facilitates cognitive efficiency in the process of imposing the social sanction to the extent that the rest of society is boundedly rational and use judgment heuristics. Paradoxically, using criminal law in order to invoke stigma for the violation of a legal standard may also serve to undermine its strength. To sum, the results of our analysis reveal that the scope of criminal law is narrow both for the purposes of deterrence and cognitive efficiency. While there are certain conditions where the enforcement of criminal law may lead to an increase in social welfare, particularly with respect to incarceration and stigma, we have also identified the channels through which they could affect behavior. Since such mechanisms can be replicated in less costly ways, society should first try or seek to employ these legal institutions before turning to criminal law as a last resort.

Birth, Development and Progressive Institutionalization of the Ombudsman in the Russian Legal and Political System

One of the current trends in governance and legal development in Russia is aimed at establishing a modern, efficient and internationally harmonised system of safeguards of human rights and civil liberties. A fairly recent addition to this system has been the institution of ombudsman as a public authority specialised in promoting and protecting human rights and civil liberties. The introduction of this institution as well as its formalisation at the constitutional and legislative levels has been increasingly relevant and important, as it raises the dealings between the state and the individual to a new level. As an independent public institution resolving conflicts between citizens and government authorities, the ombudsman makes steps, within the scope of his jurisdiction, to restitute individual rights, and helps to enhance the reputation of government. The present work describes and assesses the birth, development and institutionalization process of the Ombudsman Office in the Russian Federation, at federal and regional levels, with a particular emphasis on the role of international references and cooperation for institution building. Ombudsmen have done a magnificent job in demonstrating value with the resolution of individual and systemic complaints; subsequent improvements to government; and economic savings by mitigating litigation costs.

Architectures for Context Aware Services in Smart Environments

This thesis deals with Context Aware Services, Smart Environments, Context Management and solutions for Devices and Service Interoperability. Multi-vendor devices offer an increasing number of services and end-user applications that base their value on the ability to exploit the information originating from the surrounding environment by means of an increasing number of embedded sensors, e.g. GPS, compass, RFID readers, cameras and so on. However, usually such devices are not able to exchange information because of the lack of a shared data storage and common information exchange methods. A large number of standards and domain specific building blocks are available and are heavily used in today's products. However, the use of these solutions based on ready-to-use modules is not without problems. The integration and cooperation of different kinds of modules can be daunting because of growing complexity and dependency. In this scenarios it might be interesting to have an infrastructure that makes the coexistence of multi-vendor devices easy, while enabling low cost development and smooth access to services. This sort of technologies glue should reduce both software and hardware integration costs by removing the trouble of interoperability. The result should also lead to faster and simplified design, development and, deployment of cross-domain applications. This thesis is mainly focused on SW architectures supporting context aware service providers especially on the following subjects: - user preferences service adaptation - context management - content management - information interoperability - multivendor device interoperability - communication and connectivity interoperability Experimental activities were carried out in several domains including Cultural Heritage, indoor and personal smart spaces – all of which are considered significant test-beds in Context Aware Computing. The work evolved within european and national projects: on the europen side, I carried out my research activity within EPOCH, the FP6 Network of Excellence on “Processing Open Cultural Heritage” and within SOFIA, a project of the ARTEMIS JU on embedded systems. I worked in cooperation with several international establishments, including the University of Kent, VTT (the Technical Reserarch Center of Finland) and Eurotech. On the national side I contributed to a one-to-one research contract between ARCES and Telecom Italia. The first part of the thesis is focused on problem statement and related work and addresses interoperability issues and related architecture components. The second part is focused on specific architectures and frameworks: - MobiComp: a context management framework that I used in cultural heritage applications - CAB: a context, preference and profile based application broker which I designed within EPOCH Network of Excellence - M3: "Semantic Web based" information sharing infrastructure for smart spaces designed by Nokia within the European project SOFIA - NoTa: a service and transport independent connectivity framework - OSGi: the well known Java based service support framework The final section is dedicated to the middleware, the tools and, the SW agents developed during my Doctorate time to support context-aware services in smart environments.

La trasformazione dei processi legislativi nella società dell'informazione: dall'e-Legislation all'e-Parliament

The transformation of legislative processes in the Information society: from eLegislation to eParliament This research analyzes, by means of an interdisciplinary and comparative approach, the transformation of legislative processes produced by the introduction of new ICT technologies. The use of ICT in support of parliamentary activities is concerned with efficiency of parliamentary process and aims at more transparent procedures, improved access to documents, social participation and cooperation among institutions. With ICT Parliaments are now able to improve their efficiency and optimize their business; they can advance the dialogue with their citizen both, through the real access and the effective availability of information and, through new way of participation in the democratic process. Finally, sharing information, know-out, best practices and other records, Parliaments will be able to develop new information and knowledge and to strengthen the role and power of Institutions. Only through a global vision of the full process, re-thinking and develop rules and uniform standard and so implementing the new opportunities carrying out by ICT, it will be possible to put in practice concrete eParliament results. The Research goals are at least three: 1. To Analysed the legislative process and the ICT opportunities to understand the impact of the latter on the former. In particular to check up the problems that ICT can raise in relation of the constitutional principles ensuring the process itself. 2. To realized an abstract model representing the legislative process regardless of the form of government, chambers composition, legal system, etc. 3. To suggest standard, structural, linguistic and ontological, able to implement the new opportunities of sharing, cooperation and reuse among the many and various stakeholders of the democratic/legislative view.

Capitale sociale e sistema del valore: Il caso del pesce azzurro in Puglia

The aim of my project is to find operational strategies for increasing the commercial exploitation of fish in Apulia region and to acquire a thorough knowledge of several important aspects of this system order to propose concrete, suitable and appropriate development tools. The plan is to analyze the impact that the socio-economic context has on blue fish systems of fishing and marketing in the various maritime regions. The sector of fishery is typified by a settled downward trend due to both communitarian policies driving towards a reduction of the fishery effort and to reduction of fishing resources. In the same time in Italy a increasing of costs (expecially fuel) and a reduction of market prices, because of the increasing of imports, are observed. Although a big part of Italian fishing fleet is to be referred to Apulia region, this dynamics are worsen, here, also because of market inefficiency and lack of integration and cooperation among fishermen. In this first part of my work I have investigated two areas that are relevant for regional fishery. On a first step I have evaluated fish amount for each kind of dealer working in each one of the two areas than, according to Porter's value chain analysis theory. Than i have applied the approach of value system to evaluate the value chains of the firm's supplier, the firm of fishery itself, and the firms distribution channels. Distribution of value has been resulted different but very unfavorable to fisherman in both investigated areas. The second step of my study has been the evaluation of the social capital value in both areas, defining the networks of fishery consistence and number of their mutual relationship. Results lay stress on a relation to an higher social capital value and a distribution of value system more profitable for fishermen.