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.

The notion of equivalence and lexical cohesion in the translation of political speeches

Abstract This dissertation investigates the notion of equivalence with particular reference to lexical cohesion in the translation of political speeches. Lexical cohesion poses a particular challenge to the translators of political speeches and thus preserving lexical cohesion elements as one of the major elements of cohesion is undoubtedly crucial to their translation equivalence. We rely on Halliday’s (1994) classification of lexical cohesion which comprises: repetition, synonymy, antonymy, meronymy and hyponymy. Other traditional models of lexical cohesion are examined. We include Grammatical Parallelism for its role in creating textual semantic unity which is what cohesion is all about. The study shed light on the function of lexical cohesion elements as rhetorical device. The study also deals with lexical problems resulting from the transfer of lexical cohesion elements from the SL into the TL, which is often beset by many problems that most often result from the differences between languages. Three key issues are identified as being fundamental to equivalence and lexical cohesion in the translation of political speeches: sociosemiotic approach, register analysis, rhetoric, and poetic function. The study also investigates the lexical cohesion elements in the translation of political speeches from English into Arabic, Italian and French in relation to ideology, and its control, through bias and distortion. The findings are discussed, implications examined and topics for further research suggested.

Definition, realization and evaluation of a software reference architecture for use in space applications

A recent initiative of the European Space Agency (ESA) aims at the definition and adoption of a software reference architecture for use in on-board software of future space missions. Our PhD project placed in the context of that effort. At the outset of our work we gathered all the industrial needs relevant to ESA and all the main European space stakeholders and we were able to consolidate a set of technical high-level requirements for the fulfillment of them. The conclusion we reached from that phase confirmed that the adoption of a software reference architecture was indeed the best solution for the fulfillment of the high-level requirements. The software reference architecture we set on building rests on four constituents: (i) a component model, to design the software as a composition of individually verifiable and reusable software units; (ii) a computational model, to ensure that the architectural description of the software is statically analyzable; (iii) a programming model, to ensure that the implementation of the design entities conforms with the semantics, the assumptions and the constraints of the computational model; (iv) a conforming execution platform, to actively preserve at run time the properties asserted by static analysis. The nature, feasibility and fitness of constituents (ii), (iii) and (iv), were already proved by the author in an international project that preceded the commencement of the PhD work. The core of the PhD project was therefore centered on the design and prototype implementation of constituent (i), a component model. Our proposed component model is centered on: (i) rigorous separation of concerns, achieved with the support for design views and by careful allocation of concerns to the dedicated software entities; (ii) the support for specification and model-based analysis of extra-functional properties; (iii) the inclusion space-specific concerns.

International openness in transition countries: further evidence on foreign direct investment

The thesis focuses on the process of international openness of Transition Countries. This study provides a theoretical analysis based on reference literature, and an empirical analysis which is aimed at estimating some main effects of Foreign Direct Investment. Transition has represented a highly complex phenomenon, characterized by several aspects, whose interaction has shaped the developmental path of each country involved. Although the thesis focuses on economic issues it is outstanding to underline that Transition implies political, institutional, and even social deep changes, which must be taken into consideration in the general overview of the contex. The empirical part has been developed along two different ways: a country analysis and a firm analysis, thus allowing to widen the study and delve deeper into the use of econometric instruments. More specifically, in the first empirical stage both static (Fixed Effects) and dynamic (LSDV Corrected) methodologies have been implemented, whereas in the second stage the Cox Proportional Function has been chosen in order to handle with censored data.

Adaptive Neural Translation for Enterprises (ANTE). La traduzione automatica neurale a sostegno delle imprese emiliano-romagnole

Il progetto ANTE riguarda i nuovi sistemi di traduzione automatica (TA) e la loro applicazione nel mondo delle imprese. Lo studio prende spunto dai recenti sviluppi legati all’intelligenza artificiale e ai Big Data che negli ultimi anni hanno permesso alla TA di raggiungere livelli qualitativi molto elevati, al punto tale da essere impiegata da grandi multinazionali per raggiungere nuove quote di mercato. La TA può rispondere positivamente anche ai bisogni delle imprese di piccole dimensioni e a basso tenore tecnologico, migliorando la qualità delle comunicazioni multilingue attraverso delle traduzioni in tempi brevi e a costi contenuti. Lo studio si propone quindi di contribuire al rafforzamento della competitività internazionale delle piccole e medie imprese (PMI) emiliano- romagnole, migliorando la loro capacità di comunicazione in una o più lingue straniere attraverso l’introduzione e l’utilizzo efficace e consapevole di soluzioni ICT di ultima generazione e fornire, così, nuove opportunità di internazionalizzazione.