A insolvência no contexto dos grupos de sociedades

Dissertação de mestrado em Direito dos Contratos e da Empresa

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.

An examination of the possible consolidation of African American political power through selective migration

This study examined whether African Americans could consolidate political power through a migration into a specific state or set of states in sufficient numbers to establish a voting majority within that state. In order to examine the feasibility and efficacy of this strategy, a variety of factors were reviewed, including the historical context leading to the current situation; the political benefits to be derived from the control of a state; and the population and migration patterns of African Americans. The results indicated that this strategy could succeed in providing significant substantive and symbolic political benefits to the African American community, but could also have some negative repercussions.

Role of kinin B1 and B2 receptors in memory consolidation during the aging process of mice

Under physiological conditions, elderly people present memory deficit associated with neuronal loss. This pattern is also associated with Alzheimer`s disease but, in this case, in a dramatically intensified level. Kinin receptors have been involved in neurodegeneration and increase of amyloid-beta concentration, associated with Alzheimer`s disease (AD). Considering these findings, this work evaluated the role of kinin receptors in memory consolidation during the aging process. Male C57BI/6 (wt), knock-out B1 (koB1) or B2 (koB2) mice (3, 6, 12 and 18-month-old - mo; n = 10 per group) were submitted to an acquisition session, reinforcement to learning (24 h later: test 1) and final test (7 days later: test 2), in an active avoidance apparatus, to evaluate memory. Conditioned avoidance responses (CAR, % of 50 trials) were registered. In acquisition sessions, similar CAR were obtained among age matched animals from all strains. However, a significant decrease in CAR was observed throughout the aging process (3mo: 8.8 +/- 2.3%; 6mo: 4.1 +/- 0.6%; 12mo: 2.2 +/- 0.6%, 18mo: 3.6 +/- 0.6%, P < 0.01), indicating a reduction in the learning process. In test 1, as expected, memory retention increased significantly (P < 0.05) in all 3- and 6-month-old animals as well as in 12-month-old-wt and 12-month-old-koB1 (P < 0.01), compared to the training session. However, 12-month-old-koB2 and all 18-month-old animals did not show an increase in memory retention. In test 2, 3- and 6-month-old wt and koB1 mice of all ages showed a significant improvement in memory (P < 0.05) compared to test 1. However, 12-month-old wt and koB2 mice of all ages showed no difference in memory retention. We suggest that, during the aging process, the B1 receptor could be involved in neurodegeneration and memory loss. Nevertheless, the B2 receptor is apparently acting as a neuroprotective factor. (C) 2009 Elsevier Ltd. All rights reserved.

Consolidation of elastic-plastic saturated porous media by the boundary element method

This paper presents a domain boundary element formulation for inelastic saturated porous media with rate-independent behavior for the solid skeleton. The formulation is then applied to elastic-plastic behavior for the solid. Biot`s consolidation theory, extended to include irreversible phenomena is considered and the direct boundary element technique is used for the numerical solution after time discretization by the implicit Euler backward algorithm. The associated nonlinear algebraic problem is solved by the Newton-Raphson procedure whereby the loading/unloading conditions are fully taken into account and the consistent tangent operator defined. Only domain nodes (nodes defined inside the domain) are used to represent all domain values and the corresponding integrals are computed by using an accurate sub-elementation scheme. The developments are illustrated through the Drucker-Prager elastic-plastic model for the solid skeleton and various examples are analyzed with the proposed algorithms. (c) 2008 Elsevier B.V. All rights reserved.

Effect of HMEC on the consolidation of cement pastes: Isothermal calorimetry versus oscillatory rheometry

Chemical admixtures increase the theological complexity of cement pastes owing to their chemical and physical interactions with particles, which affects cement hydration and agglomeration kinetics. Using oscillatory rheometry and isothermal calorimetry, this article shows that the cellulose ether HMEC (hydroxymethyl ethylcellulose), widely used as a viscosity modifying agent in self-compacting concretes and dry-set mortars, displayed a steric dispersant barrier effect during the first 2 h of hydration associated to a cement retarding nature, consequently reducing the setting speed. However, despite this stabilization effect, the polymer increased the cohesion strength when comparing cement particles with the same hydration degree. (C) 2009 Elsevier Ltd. All rights reserved.

The study of ternary carbides formation during SPS consolidation process in the WC-Co-steel system

Tungsten carbide has a wide range of applications, mainly cemented carbides made of WC and Co, as wear resistant materials. However, the high cost of WC-Co powders encourages the use of a substrate to manufacture a functionally graded material (FGM) tool made of WC-Co and a tool steel. These materials join the high wear resistance of the cemented carbide and the toughness of the steel. This work deals with the study interaction of the WC-Co and H13 steel to design a functionally graded material by means of spark plasma sintering (SPS). The SPS, a novel sintering technique reaching the consolidation of the powders at relatively low temperatures and short dwell times, is a promising technique in processing materials. In this study, WC, H13 steel, WC-Co, WC-H13 steel and WC-Co-H13 steel bulk samples were investigated using scanning electron microscopy and X-ray diffraction techniques to evaluate the phase transformations involved during SPS consolidation process. The W(2)C and W(3)Fe(3)C precipitation were identified after the SPS consolidation of the WC and WC-H13 steel samples, respectively. The precipitation Of W(4)Co(2)C was also identified in the WC-Co and WC-Co-H13 steel samples. The WC-H 13 steel and WC-Co-H13 steel were also evaluated after heat treatments at 1100 degrees C for 9 h, which enhanced the chemical interaction and the precipitation of W(3)Fe(3)C and W(4)Co(2)C, respectively. (C) 2009 Elsevier Ltd. All rights reserved.

EVALUATION OF CENTRIFUGED OSTEOGENIC BONE MARROW IN FRACTURE CONSOLIDATION IN RABBITS

Objective The purpose of this study was to evaluate the efficacy of a centrifuged osteogenic bone marrow aspirate to stimulate healing in rabbit fibular osteotomies Methods Ten white New Zealand rabbits were used A transverse medial diaphyseal fibular osteotomy was performed on the right fibula where an absorbable collagen sponge embedded in osteogenic centrifuged bone marrow aspirate obtained from the ipsilateral iliac bone was inserted The left fibula was used as the control group where the collagen absorbable sponge was inserted without the osteogenic centrifuged aspirate The rabbits were sacrificed four weeks after surgery to evaluate bone callus formation Analyses of results were performed with DEXA bone densitometry to evaluate callus mineral mass multislice computed tomography to evaluate callus volume and histomorphometry to evaluate the relative rate of tissue formation Results The employment of centrifuged osteogenic bone marrow aspirate resulted in a 40 3% increase of callus bone mineral mass and increased relative quantity of bone tissue formation by 9 4% without a significant increase in the relative quantities of cartilage fibrous tissue or in callus volume Conclusions This study shows that the centrifuged osteogenic bone marrow aspirate was able to improve the healing of experimental fibular osteotomies in rabbits

Cost of malaria control in China: Henan's consolidation programme from community and government perspectives

Objective To assist with strategic planning for the eradication,of malaria in Henan Province, China, which reached the consolidation phase of malaria control in 1992, when only 318 malaria cases were reported, Methods We conducted a prospective two-year study of the costs for Henan's malaria control programme. We used a cost model that could also be applied to other malaria programmes in-mainland China, and analysed the cost of the three components of Henan's malaria programme. suspected malaria case management,, vector surveillance,,and population blood surveys. Primary cost data were collected from the government, and data on suspected malaria patient's were collected in two malaria counties (population 2 093 100). We enlisted the help of 260 village doctors. in six-townships or former communities (population 247 762), and studied all 12 315 reported cases of suspected malaria in catchment areas in 1994 and 1995. Findings The average-annual government investment in malaria control was estimated to be US$ 111 516 (case-management 59%; active blood surveys 25%;vector surveillance 12%; and contingencies and special projects 4%). The average cost (direct and indirect) for-patients seeking-treatment for suspected malaria was US$ 3.48, equivalent,to 10 days' income for rural residents. Each suspected malaria case cost the government an, average of US$ 0.78. Conclusion Further cuts in government funding will increase future costs, when epidemic malaria returns; investment in malaria control should therefore continue at least at current levels,of US$ 0.03 per person a risk.

Reciprocal changes in forebrain contents of glycogen and of glutamate/glutamine during early memory consolidation in the day-old chick

Passive avoidance learning is with advantage studied in day-old chicks trained to distinguish between beads of two different colors, of which one at training was associated with aversive taste. During the first 30-min post-training, two periods of glutamate release occur in the forebrain. One period is immediately after the aversive experience, when glutamate release is confined to the left hemisphere. A second release, 30 min later, may be bilateral, perhaps with preponderance of the right hemisphere. The present study showed increased pool sizes of glutamate and glutamine, specifically in the left hemisphere, at the time when the first glutamate release occurs, indicating de novo synthesis of glutamate/glutamine from glucose or glycogen, which are the only possible substrates. Behavioral evidence that memory is extinguished by intracranial administration at this time of iodoacetate, an inhibitor of glycolysis and glycogenolysis, and that the extinction of memory is counteracted by injection of glutamine, supports this concept. A decrease in forebrain glycogen of similar magnitude and coinciding with the increase in glutamate and glutamine suggests that glycogen rather than glucose is the main source of newly synthesized glutamate/glutamine. The second activation of glutamatergic activity 30 min after training, when memory is consolidated into stable, long-term memory, is associated with a bilateral increase in pool size of glutamate/glutamine. No glycogenolysis was observed at this time, but again there is a temporal correlation with sensitivity to inhibition by iodoacetate and rescue by glutamine, indicating the importance of de novo synthesis of glutamate/glutamine from glucose or glycogen. (C) 2003 Elsevier B.V All rights reserved.

The importance of quality in the consolidation of textile in Minho

The textile industry has a long tradition in Portugal and it is one of the most important sectors, despite the current economic crisis. It has always assumed a prominent role in terms of employment and a relevant position within the Portuguese economy. The lack of quality and the lower prices that other countries offer causes the loss of clients. Quality is a main tool to survive nowadays in the textile sector. To undertake our analysis, we made use of an existing database where 55 firms belonged to the textile industry, namely to the manufacturing sector. A new survey was created based on the original survey and was sent to 5 firms. Besides the survey, we also sent a few questions to the firms in order to retract more information about the actually situation in our country, concerning the textile industry. Several tables, graphs and pie charts were made to help shed light on our findings. This research was conducted in order to determine the importance of quality in the consolidation of textile firms in the north of Portugal. Most firms in our sample feel that quality improvement, business benefits, mobilizing employees’ knowledge and business image were important and that competition is very intense and is mainly by price and not by differentiation of product or service. The quality program has contributed to improve their competitive position and the improvement of their overall performance. The majority of the firms in our sample undertake TQM measures for quality purposes to meet customer expectations and prevent errors. Of all firms surveyed, the quality is certainly very important for its survival.

Merger between Zon Multimedia and Sonaecom: Revisiting the consolidation scenario

A Work Project, presented as part of the requirements for the Award of a Masters Degree in Finance from the NOVA – School of Business and Economics