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.

Letteratura postmoderna e comunicazione pubblicitaria, problemi teorici e analisi testuali

Premise: In the literary works of our anthropological and cultural imagination, the various languages and the different discursive practices are not necessarily quoted, expressly alluded to or declared through clear expressive mechanisms; instead, they rather constitute a substratum, a background, now consolidated, which with irony and intertextuality shines through the thematic and formal elements of each text. The various contaminations, hybridizations and promptings that we find in the expressive forms, the rhetorical procedures and the linguistic and thematic choices of post-modern literary texts are shaped as fluid and familiar categories. Exchanges and passages are no longer only allowed but also inevitable; the post-modern imagination is made up of an agglomeration of discourses that are no longer really separable, built up from texts that blend and quote one another, composing, each with its own specificities, the great family of the cultural products of our social scenario. A literary work, therefore, is not only a whole phenomenon, delimited hic et nunc by a beginning and an ending, but is a fragment of that complex, dense and boundless network that is given by the continual interrelations between human forms of communication and symbolization. The research hypothesis: A vision is delineated of comparative literature as a discipline attentive to the social contexts in which texts take shape and move and to the media-type consistency that literary phenomena inevitably take on. Hence literature is seen as an open systematicity that chooses to be contaminated by other languages and other discursive practices of an imagination that is more than ever polymorphic and irregular. Inside this interpretative framework the aim is to focus the analysis on the relationship that postmodern literature establishes with advertising discourse. On one side post-modern literature is inserted in the world of communication, loudly asserting the blending and reciprocal contamination of literary modes with media ones, absorbing their languages and signification practices, translating them now into thematic nuclei, motifs and sub-motifs and now into formal expedients and new narrative choices; on the other side advertising is chosen as a signification practice of the media universe, which since the 1960s has actively contributed to shaping the dynamics of our socio-cultural scenarios, in terms which are just as important as those of other discursive practices. Advertising has always been a form of communication and symbolization that draws on the collective imagination – myths, actors and values – turning them into specific narrative programs for its own texts. Hence the aim is to interpret and analyze this relationship both from a strictly thematic perspective – and therefore trying to understand what literature speaks about when it speaks about advertising, and seeking advertising quotations in post-modern fiction – and from a formal perspective, with a search for parallels and discordances between the rhetorical procedures, the languages and the verifiable stylistic choices in the texts of the two different signification practices. The analysis method chosen, for the purpose of constructive multiplication of the perspectives, aims to approach the analytical processes of semiotics, applying, when possible, the instruments of the latter, in order to highlight the thematic and formal relationships between literature and advertising. The corpus: The corpus of the literary texts is made up of various novels and, although attention is focused on the post-modern period, there will also be ineludible quotations from essential authors that with their works prompted various reflections: H. De Balzac, Zola, Fitzgerald, Joyce, Calvino, etc… However, the analysis focuses the corpus on three authors: Don DeLillo, Martin Amis and Aldo Nove, and in particular the followings novels: “Americana” (1971) and “Underworld” (1999) by Don DeLillo, “Money” (1984) by Martin Amis and “Woobinda and other stories without a happy ending” (1996) and “Superwoobinda” (1998) by Aldo Nove. The corpus selection is restricted to these novels for two fundamental reasons: 1. assuming parameters of spatio-temporal evaluation, the texts are representative of different socio-cultural contexts and collective imaginations (from the masterly glimpses of American life by DeLillo, to the examples of contemporary Italian life by Nove, down to the English imagination of Amis) and of different historical moments (the 1970s of DeLillo’s Americana, the 1980s of Amis, down to the 1990s of Nove, decades often used as criteria of division of postmodernism into phases); 2. adopting a perspective of strictly thematic analysis, as mentioned in the research hypothesis, the variations and the constants in the novels (thematic nuclei, topoi, images and narrative developments) frequently speak of advertising and inside the narrative plot they affirm various expressions and realizations of it: value ones, thematic ones, textual ones, urban ones, etc… In these novels the themes and the processes of signification of advertising discourse pervade time, space and the relationships that the narrator character builds around him. We are looking at “particle-characters” whose endless facets attest the influence and contamination of advertising in a large part of the narrative developments of the plot: on everyday life, on the processes of acquisition and encoding of the reality, on ideological and cultural baggage, on the relationships and interchanges with the other characters, etc… Often the characters are victims of the implacable consequentiality of the advertising mechanism, since the latter gets the upper hand over the usual processes of communication, which are overwhelmed by it, wittingly or unwittingly (for example: disturbing openings in which the protagonist kills his or her parents on the basis of a spot, former advertisers that live life codifying it through the commercial mechanisms of products, sons and daughters of advertisers that as children instead of playing outside for whole nights saw tapes of spots.) Hence the analysis arises from the text and aims to show how much the developments and the narrative plots of the novels encode, elaborate and recount the myths, the values and the narrative programs of advertising discourse, transforming them into novel components in their own right. And also starting from the text a socio-cultural reference context is delineated, a collective imagination that is different, now geographically, now historically, and from comparison between them the aim is to deduce the constants, the similarities and the variations in the relationship between literature and advertising.

Institutional Processes and Discursive Strategies: Rhetoric and Vocabulary Analysis of CSR and Sustainability

The candidate tackled an important issue in contemporary management: the role of CSR and Sustainability. The research proposal focused on a longitudinal and inductive research, directed to specify the evolution of CSR and contribute to the new institutional theory, in particular institutional work framework, and to the relation between institutions and discourse analysis. The documental analysis covers all the evolution of CSR, focusing also on a number of important networks and associations. Some of the methodologies employed in the thesis have been employed as a consequence of data analysis, in a truly inductive research process. The thesis is composed by two section. The first section mainly describes the research process and the analyses results. The candidates employed several research methods: a longitudinal content analysis of documents, a vocabulary research with statistical metrics as cluster analysis and factor analysis, a rhetorical analysis of justifications. The second section puts in relation the analysis results with theoretical frameworks and contributions. The candidate confronted with several frameworks: Actor-Network-Theory, Institutional work and Boundary Work, Institutional Logic. Chapters are focused on different issues: a historical reconstruction of CSR; a reflection about symbolic adoption of recurrent labels; two case studies of Italian networks, in order to confront institutional and boundary works; a theoretical model of institutional change based on contradiction and institutional complexity; the application of the model to CSR and Sustainability, proposing Sustainability as a possible institutional logic.