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.

Indoor and Outdoor Natural Radioactivity in the Vulsini Volcanic District (Central Italy): Estimation of Doses and Radiological Risks

Terrestrial radioactivity for most individual is the major contributor to the total dose and is mostly provided by 238U, 232Th and 40K radionuclides. In particular indoor radioactivity is principally due to 222Rn, a radioactive noble gas descendent of 238U, second cause of lung cancer after cigarettes smoking. Vulsini Volcanic District is a well known quaternary volcanic area located between the northern Latium and southern Tuscany (Central Italy). It is characterized by an high natural radiation background resulting from the high concentrations of 238U, 232Th and 40K in the volcanic products. In this context, subduction-related metasomatic enrichment of incompatible elements in the mantle source coupled with magma differentiation within the upper crust has given rise to U, Th and K enriched melts. Almost every ancient village and town located in this part of Italy has been built with volcanic rocks pertaining to the Vulsini Volcanic District. The radiological risk of living in this area has been estimated considering separately: a. the risk associated with buildings made of volcanic products and built on volcanic rock substrates b. the risk associated to soil characteristics. The former has been evaluated both using direct 222Rn indoor measurements and simulations of “standard rooms” built with the tuffs and lavas from the Vulsini Volcanic District investigated in this work. The latter has been carried out by using in situ measurements of 222Rn activity in the soil gases. A radon risk map for the Bolsena village has been developed using soil radon measurements integrating geological information. Data of airborne radioactivity in ambient aerosol at two elevated stations in Emilia Romagna (North Italy) under the influence of Fukushima plume have been collected, effective doses have been calculated and an extensive comparison between doses associated with artificial and natural sources in different area have been described and discussed.

L’elusione fiscale nell’IVA e l’antielusione nell’esperienza comunitaria e nazionale in Europa

La ricerca oggetto della tesi riguarda la disamina delle esperienze comunitarie e nazionali in Europa in materia di elusione IVA ed antielusione IVA, al fine di esaminare le utilizzabili esperienze in materia per la Cina che dovrebbe iniziare a prendere le giuste azioni per fronteggiare il problema della crescente diffusione dei fenomeni dell’elusione IVA, in particolare nel contesto della riforma perdurante dell’IVA cinese verso il modello moderno. A questo fine, prima la tesi ha analizzato dettagliatamente le seguenti principali questioni sulla base delle esperienze comunitarie e nazionali dei determinati Stati Membri dell’UE: la definizione dell’elusione fiscale generale (a tale proposito, più rilevanti le differenze tra elusione fiscale ed altri relativi concetti come risparmio d’imposta, evasione fiscale e simulazione e la relazione intrinseca tra elusione fiscale ed altri relativi concetti come frode alla legge ed abuso del diritto), la definizione dell’elusione IVA (a tale proposito, più rilevanti gli aspetti di particolare interesse ai fini della definizione dell’elusione IVA), i principi e metodologie dell’elusione IVA, le applicazioni delle varie misure antielusive rivolte all’elusione IVA nell’ordinamento comunitario e negli ordinamenti interni degli alcuni principali Stati Membri dell’UE (a tale proposito, più rilevanti l’applicazone del principio Halifax, quale norma antielusiva generale basata sul principio di divieto dell’abuso del diritto, e la considerazione delle altre soluzioni antielusive applicabili nell’IVA, comprese correzioni normative e clausole antielusive specifiche), gli effetti dell’antielusione IVA e i limiti entro cui l’autorità impositiva può esercitare l’antielusione IVA per la tutela degli interessi legittimi dei soggetti passivi come certezza giuridica ed autonomia contrattuale. Poi, la tesi ha avanzato le proposte relative al perfezionamento delle soluzioni antielusive IVA nell’ordinamento tributario cinese, dopo presentati i principali regimi attuali dell’IVA cinese e analizzate le situazioni attuali realtive all’elusione IVA e all’antielusione IVA nel sistema fiscale cinese.

Use of shared memory in the context of embedded multi-core processors: exploration of the technology and its limits

Modern embedded systems embrace many-core shared-memory designs. Due to constrained power and area budgets, most of them feature software-managed scratchpad memories instead of data caches to increase the data locality. It is therefore programmers’ responsibility to explicitly manage the memory transfers, and this make programming these platform cumbersome. Moreover, complex modern applications must be adequately parallelized before they can the parallel potential of the platform into actual performance. To support this, programming languages were proposed, which work at a high level of abstraction, and rely on a runtime whose cost hinders performance, especially in embedded systems, where resources and power budget are constrained. This dissertation explores the applicability of the shared-memory paradigm on modern many-core systems, focusing on the ease-of-programming. It focuses on OpenMP, the de-facto standard for shared memory programming. In a first part, the cost of algorithms for synchronization and data partitioning are analyzed, and they are adapted to modern embedded many-cores. Then, the original design of an OpenMP runtime library is presented, which supports complex forms of parallelism such as multi-level and irregular parallelism. In the second part of the thesis, the focus is on heterogeneous systems, where hardware accelerators are coupled to (many-)cores to implement key functional kernels with orders-of-magnitude of speedup and energy efficiency compared to the “pure software” version. However, three main issues rise, namely i) platform design complexity, ii) architectural scalability and iii) programmability. To tackle them, a template for a generic hardware processing unit (HWPU) is proposed, which share the memory banks with cores, and the template for a scalable architecture is shown, which integrates them through the shared-memory system. Then, a full software stack and toolchain are developed to support platform design and to let programmers exploiting the accelerators of the platform. The OpenMP frontend is extended to interact with it.

Sanctions and public enforcement of insider trading laws in Europe

The recent financial crisis triggered an increasing demand for financial regulation to counteract the potential negative economic effects of the evermore complex operations and instruments available on financial markets. As a result, insider trading regulation counts amongst the relatively recent but particularly active regulation battles in Europe and overseas. Claims for more transparency and equitable securities markets proliferate, ranging from concerns about investor protection to global market stability. The internationalization of the world’s securities market has challenged traditional notions of regulation and enforcement. Considering that insider trading is currently forbidden all over Europe, this study follows a law and economics approach in identifying how this prohibition should be enforced. More precisely, the study investigates first whether criminal law is necessary under all circumstances to enforce insider trading; second, if it should be introduced at EU level. This study provides evidence of law and economics theoretical logic underlying the legal mechanisms that guide sanctioning and public enforcement of the insider trading prohibition by identifying optimal forms, natures and types of sanctions that effectively induce insider trading deterrence. The analysis further aims to reveal the economic rationality that drives the potential need for harmonization of criminal enforcement of insider trading laws within the European environment by proceeding to a comparative analysis of the current legislations of height selected Member States. This work also assesses the European Union’s most recent initiative through a critical analysis of the proposal for a Directive on criminal sanctions for Market Abuse. Based on the conclusions drawn from its close analysis, the study takes on the challenge of analyzing whether or not the actual European public enforcement of the laws prohibiting insider trading is coherent with the theoretical law and economics recommendations, and how these enforcement practices could be improved.