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.

Toward a peripheral view of manufacturing networks

This doctoral thesis unfolds into a collection of three distinct articles that share an interest in supply firms, or “peripheral firms”. The three studies offer a novel theoretical perspective that I call the peripheral view of manufacturing networks. Building on the relational view literature, this new perspective identifies the supplier-based theoretical standpoint to analyze and explain the antecedents of relational rents in manufacturing networks. The first article, the namesake of the dissertation, is a theoretical contribution that explains the foundations of the “peripheral view of manufacturing networks”. The second article “Framing The Strategic Peripheries: A Novel Typology of Suppliers” is an empirical study with the aim to offer an interpretation of peripheries’ characteristics and dynamics. The third article, “What is Behind Absorptive Capacity? Dispelling the Opacity of R&D” presents an example of general theory development by using data from peripheral firms.

A panchromatic view of the evolution of supermassive black holes

This PhD Thesis is devoted to the accurate analysis of the physical properties of Active Galactic Nuclei (AGN) and the AGN/host-galaxy interplay. Due to the broad-band AGN emission (from radio to hard X-rays), a multi-wavelength approach is mandatory. Our research is carried out over the COSMOS field, within the context of the XMM-Newton wide-field survey. To date, the COSMOS field is a unique area for comprehensive multi-wavelength studies, allowing us to define a large and homogeneous sample of QSOs with a well-sampled spectral coverage and to keep selection effects under control. Moreover, the broad-band information contained in the COSMOS database is well-suited for a detailed analysis of AGN SEDs, bolometric luminosities and bolometric corrections. In order to investigate the nature of both obscured (Type-2) and unobscured (Type-1) AGN, the observational approach is complemented with a theoretical modelling of the AGN/galaxy co-evolution. The X-ray to optical properties of an X-ray selected Type-1 AGN sample are discussed in the first part. The relationship between X-ray and optical/UV luminosities, parametrized by the spectral index αox, provides a first indication about the nature of the central engine powering the AGN. Since a Type-1 AGN outshines the surrounding environment, it is extremely difficult to constrain the properties of its host-galaxy. Conversely, in Type-2 AGN the host-galaxy light is the dominant component of the optical/near-IR SEDs, severely affecting the recovery of the intrinsic AGN emission. Hence a multi-component SED-fitting code is developed to disentangle the emission of the stellar populationof the galaxy from that associated with mass accretion. Bolometric corrections, luminosities, stellar masses and star-formation rates, correlated with the morphology of Type-2 AGN hosts, are presented in the second part, while the final part concerns a physically-motivated model for the evolution of spheroidal galaxies with a central SMBH. The model is able to reproduce two important stages of galaxy evolution, namely the obscured cold-phase and the subsequent quiescent hot-phase.

Novel two photon absorbers: evaluation of photophysical properties in view of biomedical applications

This thesis was focused on the investigation of the linear optical properties of novel two photon absorbers for biomedical applications. Substituted imidazole and imidazopyridine derivatives, and organic dendrimers were studied as potential fluorophores for two photon bioimaging. The results obtained showed superior luminescence properties for sulphonamido imidazole derivatives compared to other substituted imidazoles. Imidazo[1,2-a]pyridines exhibited an important dependence on the substitution pattern of their luminescence properties. Substitution at imidazole ring led to a higher fluorescence yield than the substitution at the pyridine one. Bis-imidazo[1,2-a]pyridines of Donor-Acceptor-Donor type were examined. Bis-imidazo[1,2-a]pyridines dimerized at C3 position had better luminescence properties than those dimerized at C5, displaying high emission yields and important 2PA cross sections. Phosphazene-based dendrimers with fluorene branches and cationic charges on the periphery were also examined. Due to aggregation phenomena in polar solvents, the dendrimers registered a significant loss of luminescence with respect to fluorene chromophore model. An improved design of more rigid chromophores yields enhanced luminescence properties which, connected to large 2PA cross-sections, make this compounds valuable as fluorophores in bioimaging. The photophysical study of several ketocoumarine initiators, designed for the fabrication of small dimension prostheses by two photon polymerization (2PP) was carried out. The compounds showed low emission yields, indicative of a high population of the triplet excited state, which is the active state in producing the reactive species. Their efficiency in 2PP was proved by fabrication of microstructures and their biocompatibility was tested in the collaborator’s laboratory. In the frame of the 2PA photorelease of drugs, three fluorene-based dyads have been investigated. They were designed to release the gamma-aminobutyric acid via two photon induced electron transfer. The experimental data in polar solvents showed a fast electron transfer followed by an almost equally fast back electron transfer process, which indicate a poor optimization of the system.