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.

Burnout and work engagement among teachers: an application of the job demands-resources model

The present dissertation focuses on burnout and work engagement among teachers, with especial focus on the Job-Demands Resources Model: Chapter 1 focuses on teacher burnout. It aims to investigate the role of efficacy beliefs using negatively worded inefficacy items instead of positive ones and to establish whether depersonalization and cynism can be considered two different dimensions of the teacher burnout syndrome. Chapter 2 investigates the factorial validity of the instruments used to measure work engagement (i.e. Utrecht Work Engagement Scale, UWES-17 and UWES-9). Moreover, because the current study is partly longitudinal in nature, also the stability across time of engagement can be investigated. Finally, based on cluster-analyses, two groups that differ in levels of engagement are compared as far as their job- and personal resources (i.e. possibilities for personal development, work-life balance, and self-efficacy), positive organizational attitudes and behaviours (i.e., job satisfaction and organizational citizenship behaviour) and perceived health are concerned. Chapter 3 tests the JD-R model in a longitudinal way, by integrating also the role of personal resources (i.e. self-efficacy). This chapter seeks answers to questions on what are the most important job demands, job and personal resources contributing to discriminate burned-out teachers from non-burned-out teachers, as well as engaged teachers from non-engaged teachers. Chapter 4 uses a diary study to extend knowledge about the dynamic nature of the JD-R model by considering between- and within-person variations with regard to both motivational and health impairment processes.

Work and Family: a complex interplay. An Italian application of the DISC Model on health care workers

The present thesis investigates the issue of work-family conflict and facilitation in a sanitarian contest, using the DISC Model (De Jonge and Dormann, 2003, 2006). The general aim has been declined in two empirical studies reported in this dissertation chapters. Chapter 1 reporting the psychometric properties of the Demand-Induced Strain Compensation Questionnaire. Although the empirical evidence on the DISC Model has received a fair amount of attention in literature both for the theoretical principles and for the instrument developed to display them (DISQ; De Jonge, Dormann, Van Vegchel, Von Nordheim, Dollard, Cotton and Van den Tooren, 2007) there are no studies based solely on psychometric investigation of the instrument. In addition, no previous studies have ever used the DISC as a model or measurement instrument in an Italian context. Thus the first chapter of the present dissertation was based on psychometric investigation of the DISQ. Chapter 2 reporting a longitudinal study contribution. The purpose was to examine, using the DISC model, the relationship between emotional job characteristics, work-family interface and emotional exhaustion among a health care population. We started testing the Triple Match Principle of the DISC Model using solely the emotional dimension of the strain-stress process (i.e. emotional demands, emotional resources and emotional exhaustion). Then we investigated the mediator role played by w-f conflict and w-f facilitation in relation to emotional job characteristics and emotional exhaustion. Finally we compared the mediator model across workers involved in chronic illness home demands and workers who are not involved. Finally, a general conclusion, integrated and discussed the main findings of the studies reported in this dissertation.