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.

Accretion disk winds in active galactic nuclei: an X-ray view

This Thesis focuses on the X-ray study of the inner regions of Active Galactic Nuclei, in particular on the formation of high velocity winds by the accretion disk itself. Constraining AGN winds physical parameters is of paramount importance both for understanding the physics of the accretion/ejection flow onto supermassive black holes, and for quantifying the amount of feedback between the SMBH and its environment across the cosmic time. The sources selected for the present study are BAL, mini-BAL, and NAL QSOs, known to host high-velocity winds associated to the AGN nuclear regions. Observationally, a three-fold strategy has been adopted: - substantial samples of distant sources have been analyzed through spectral, photometric, and statistical techniques, to gain insights into their mean properties as a population; - a moderately sized sample of bright sources has been studied through detailed X-ray spectral analysis, to give a first flavor of the general spectral properties of these sources, also from a temporally resolved point of view; - the best nearby candidate has been thoroughly studied using the most sophisticated spectral analysis techniques applied to a large dataset with a high S/N ratio, to understand the details of the physics of its accretion/ejection flow. There are three main channels through which this Thesis has been developed: - [Archival Studies]: the XMM-Newton public archival data has been extensively used to analyze both a large sample of distant BAL QSOs, and several individual bright sources, either BAL, mini-BAL, or NAL QSOs. - [New Observational Campaign]: I proposed and was awarded with new X-ray pointings of the mini-BAL QSOs PG 1126-041 and PG 1351+640 during the XMM-Newton AO-7 and AO-8. These produced the biggest X-ray observational campaign ever made on a mini-BAL QSO (PG 1126-041), including the longest exposure so far. Thanks to the exceptional dataset, a whealth of informations have been obtained on both the intrinsic continuum and on the complex reprocessing media that happen to be in the inner regions of this AGN. Furthermore, the temporally resolved X-ray spectral analysis field has been finally opened for mini-BAL QSOs. - [Theoretical Studies]: some issues about the connection between theories and observations of AGN accretion disk winds have been investigated, through theoretical arguments and synthetic absorption line profiles studies.

Quantifying the Economics of Medical Malpractice - A View from a Civil Law Perspective

Life is full of uncertainties. Legal rules should have a clear intention, motivation and purpose in order to diminish daily uncertainties. However, practice shows that their consequences are complex and hard to predict. For instance, tort law has the general objectives of deterring future negligent behavior and compensating the victims of someone else's negligence. Achieving these goals are particularly difficult in medical malpractice cases. To start with, when patients search for medical care they are typically sick in the first place. In case harm materializes during the treatment, it might be very hard to assess if it was due to substandard medical care or to the patient's poor health conditions. Moreover, the practice of medicine has a positive externality on the society, meaning that the design of legal rules is crucial: for instance, it should not result in physicians avoiding practicing their activity just because they are afraid of being sued even when they acted according to the standard level of care. The empirical literature on medical malpractice has been developing substantially in the past two decades, with the American case being the most studied one. Evidence from civil law tradition countries is more difficult to find. The aim of this thesis is to contribute to the empirical literature on medical malpractice, using two civil law countries as a case-study: Spain and Italy. The goal of this thesis is to investigate, in the first place, some of the consequences of having two separate sub-systems (administrative and civil) coexisting within the same legal system, which is common in civil law tradition countries with a public national health system (such as Spain, France and Portugal). When this holds, different procedures might apply depending on the type of hospital where the injury took place (essentially whether it is a public hospital or a private hospital). Therefore, a patient injured in a public hospital should file a claim in administrative courts while a patient suffering an identical medical accident should file a claim in civil courts. A natural question that the reader might pose is why should both administrative and civil courts decide medical malpractice cases? Moreover, can this specialization of courts influence how judges decide medical malpractice cases? In the past few years, there was a general concern with patient safety, which is currently on the agenda of several national governments. Some initiatives have been taken at the international level, with the aim of preventing harm to patients during treatment and care. A negligently injured patient might present a claim against the health care provider with the aim of being compensated for the economic loss and for pain and suffering. In several European countries, health care is mainly provided by a public national health system, which means that if a patient harmed in a public hospital succeeds in a claim against the hospital, public expenditures increase because the State takes part in the litigation process. This poses a problem in a context of increasing national health expenditures and public debt. In Italy, with the aim of increasing patient safety, some regions implemented a monitoring system on medical malpractice claims. However, if properly implemented, this reform shall also allow for a reduction in medical malpractice insurance costs. This thesis is organized as follows. Chapter 1 provides a review of the empirical literature on medical malpractice, where studies on outcomes and merit of claims, costs and defensive medicine are presented. Chapter 2 presents an empirical analysis of medical malpractice claims arriving to the Spanish Supreme Court. The focus is on reversal rates for civil and administrative decisions. Administrative decisions appealed by the plaintiff have the highest reversal rates. The results show a bias in lower administrative courts, which tend to focus on the State side. We provide a detailed explanation for these results, which can rely on the organization of administrative judges career. Chapter 3 assesses predictors of compensation in medical malpractice cases appealed to the Spanish Supreme Court and investigates the amount of damages attributed to patients. The results show horizontal equity between administrative and civil decisions (controlling for observable case characteristics) and vertical inequity (patients suffering more severe injuries tend to receive higher payouts). In order to execute these analyses, a database of medical malpractice decisions appealed to the Administrative and Civil Chambers of the Spanish Supreme Court from 2006 until 2009 (designated by the Spanish Supreme Court Medical Malpractice Dataset (SSCMMD)) has been created. A description of how the SSCMMD was built and of the Spanish legal system is presented as well. Chapter 4 includes an empirical investigation of the effect of a monitoring system for medical malpractice claims on insurance premiums. In Italy, some regions adopted this policy in different years, while others did not. The study uses data on insurance premiums from Italian public hospitals for the years 2001-2008. This is a significant difference as most of the studies use the insurance company as unit of analysis. Although insurance premiums have risen from 2001 to 2008, the increase was lower for regions adopting a monitoring system for medical claims. Possible implications of this system are also provided. Finally, Chapter 5 discusses the main findings, describes possible future research and concludes.

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.