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.

Middleware for quality-based context distribution in mobile systems

The continuous advancements and enhancements of wireless systems are enabling new compelling scenarios where mobile services can adapt according to the current execution context, represented by the computational resources available at the local device, current physical location, people in physical proximity, and so forth. Such services called context-aware require the timely delivery of all relevant information describing the current context, and that introduces several unsolved complexities, spanning from low-level context data transmission up to context data storage and replication into the mobile system. In addition, to ensure correct and scalable context provisioning, it is crucial to integrate and interoperate with different wireless technologies (WiFi, Bluetooth, etc.) and modes (infrastructure-based and ad-hoc), and to use decentralized solutions to store and replicate context data on mobile devices. These challenges call for novel middleware solutions, here called Context Data Distribution Infrastructures (CDDIs), capable of delivering relevant context data to mobile devices, while hiding all the issues introduced by data distribution in heterogeneous and large-scale mobile settings. This dissertation thoroughly analyzes CDDIs for mobile systems, with the main goal of achieving a holistic approach to the design of such type of middleware solutions. We discuss the main functions needed by context data distribution in large mobile systems, and we claim the precise definition and clean respect of quality-based contracts between context consumers and CDDI to reconfigure main middleware components at runtime. We present the design and the implementation of our proposals, both in simulation-based and in real-world scenarios, along with an extensive evaluation that confirms the technical soundness of proposed CDDI solutions. Finally, we consider three highly heterogeneous scenarios, namely disaster areas, smart campuses, and smart cities, to better remark the wide technical validity of our analysis and solutions under different network deployments and quality constraints.

Qualifica a Vibrazioni di Componenti Meccanici: Studio e Verifica di una Procedura di Test Tailoring.

I test di qualifica a vibrazioni vengono usati in fase di progettazione di un componente per verificarne la resistenza meccanica alle sollecitazioni dinamiche (di natura vibratoria) applicate durante la sua vita utile. La durata delle vibrazioni applicate al componente durante la sua vita utile (migliaia di ore) deve essere ridotta al fine di realizzare test fattibili in laboratorio, condotti in genere utilizzando uno shaker elettrodinamico. L’idea è quella di aumentare l’intensità delle vibrazioni riducendone la durata. Esistono diverse procedure di Test Tailoring che tramite un metodo di sintesi definiscono un profilo vibratorio da applicare in laboratorio a partire dalle reali vibrazioni applicate al componente: una delle metodologie più comuni si basa sull’equivalenza del danno a fatica prodotto dalle reali vibrazioni e dalle vibrazioni sintetizzate. Questo approccio è piuttosto diffuso tuttavia all’autore non risulta presente nessun riferimento in letteratura che ne certifichi la validità tramite evidenza sperimentalmente. L’obiettivo dell’attività di ricerca è stato di verificare la validità del metodo tramite una campagna sperimentale condotta su opportuni provini. Il metodo viene inizialmente usato per sintetizzare un profilo vibratorio (random stazionario) avente la stessa durata di un profilo vibratorio non stazionario acquisito in condizioni reali. Il danno a fatica prodotto dalla vibrazione sintetizzata è stato confrontato con quello della vibrazione reale in termini di tempo di rottura dei provini. I risultati mostrano che il danno prodotto dalla vibrazione sintetizzata è sovrastimato, quindi l’equivalenza non è rispettata. Sono stati individuati alcuni punti critici e sono state proposte alcune modifiche al metodo per rendere la teoria più robusta. Il metodo è stato verificato con altri test e i risultati confermano la validità del metodo a condizione che i punti critici individuati siano correttamente analizzati.

A journey through the capital structure of the banking sector: Empirical evidence for Europe from 2008 to 2012

Systemic risk is the protagonist of the recent financial crisis. This thesis proposes a definition and a propagation mechanism for systemic risk. Risk management has a direct linkage with capital management, when addressing the question that the risk handled by a financial institution is compatible with the amount of equity available. This thesis proposes a risk management of liquid market variables, which compose the assets of a bank, based on the statistical tool of PCA. The principal component analysis will define the PCR, or Principal Components of Risk. Such definition of Risk will be adopted to test if the risk represented by PCR is explanatory of the movements of equity and/or debt for the banks included in the in the index Itraxx financial senior: the results of these regressions will be compared with a formal Capital Adequacy test in order to assess the financial soundness of the main financial European institutions.

Sustainable pavements for rural scenarios: laboratory and in-situ characterization of recycled materials and innovative construction solutions

Growing need for infrastructure has led to expanding research on advances in road pavement materials. Finding solutions that are sustainable, environmentally friendly and cost-efficient is a priority. Focusing such efforts on low-traffic and rural roads can contribute with a significant progress in the vital circulatory system of transport for rural and agricultural areas. An important alternative material for pavement construction is recycled aggregates from solid wastes, including waste from civil engineering activities, mainly construction and demolition. A literature review on studies is made; it is performed a planned set of laboratory testing procedures aimed to fully characterize and assess the potential in-situ mechanical performance and chemical impact. Furthermore, monitoring the full-scale response of the selected materials in a real field construction site, including the production, laying and compaction operations. Moreover, a novel single-phase solution for the construction of semi-flexible paving layers to be used as alternative material to common concrete and bituminous layers is experimented and introduced, aiming the production and laying of a single-phase laid material instead of a traditional two phases grouted macadam. Finally, on a parallel research work for farming pavements, the possible use of common geotechnical anti-erosive products for the improvement of soil bearing capacity of paddock areas in cattle husbandries of bio-farms is evaluated. this thesis has clearly demonstrated the feasibility of using the sustainable recycled aggregates for low-traffic rural roads and the pavements of farming and agriculture areas. The pavement layers constructed with recycled aggregates provided satisfying performance under heavy traffic conditions in experimental pavements. This, together with the fact that these aggregates can be available in most areas and in large quantities, provides great impetus towards shifting from traditional materials to more sustainable alternatives. The chemical and environmental stability of these materials proves their soundness to be utilized in farming environments.