1.

Legal and regulatory framework

1.1

Which laws typically govern securitisations in your jurisdiction?

1.2

Which bodies are responsible for regulating securitisations in your jurisdiction? What powers do they have?

1.3

What is the regulators’ general approach in regulating securitisations?

1.4

What role, if any, does the central bank play in the securitisation market in your jurisdiction?

2.

Market and motivations

2.1

How sophisticated is the securitisation market in your jurisdiction and how has it evolved thus far?

2.2

In which industry sectors, if any, is securitisation most common in your jurisdiction? What major securitisations have been effected thus far?

2.3

What are the benefits of securitisation, for both originators and investors?

2.4

What are the risks of securitisation, for both originators and investors?

2.5

Is there a developed covered bond market in your jurisdiction and how does it compare and compete with securitisation as means of disintermediation and recycling bank capital?

2.6

To what extent does the government intervene as a state actor in securitisation (eg, by guaranteeing certain securitised assets, providing credit enhancement to impact transactions or sponsoring public bodies to act as originator of or investor in asset-backed securities issues)?

3.

Structures

3.1

What securitisation structures are most commonly used in your jurisdiction?

3.2

What is the split between ‘term’ and asset-backed commercial paper transactions?

3.3

What are the advantages and disadvantages of these different types of structures?

3.4

What other factors should originators consider when deciding on a structure?

4.

Eligibility

4.1

What requirements and restrictions apply to prospective originators in your jurisdiction?

4.2

What requirements and restrictions apply to prospective investors in your jurisdiction and how are retail and wholesale/professional investors distinguished?

4.3

What requirements and restrictions apply to custodians and servicers in your jurisdiction?

4.4

What classes of receivables and other assets may be securitised in your jurisdiction? What requirements and restrictions apply in this regard?

4.5

What measures, if any, have been taken in your jurisdiction to promote investor involvement in securitisations?

5.

Special purpose vehicles

5.1

What forms do special purpose vehicles (SPVs) typically take in your jurisdiction and how are they established?

5.2

Are SPVs typically established locally or offshore? What are the benefits and risks of each?

5.3

How is the SPV typically owned?

5.4

What requirements and restrictions apply to SPVs in your jurisdiction?

5.5

What requirements and restrictions apply to the directors of the SPV? What are their primary duties?

5.6

What measures can be implemented to ensure, as far as possible, the insolvency remoteness of the SPV?

5.7

If the originator becomes insolvent, is there a risk that the assets of the SPV may be consolidated with its own by the courts? If so, how can this be mitigated?

6.

Transfer of receivables

6.1

Can the transfer of receivables to the SPV be governed by laws other than your local law? If so, what laws are typically chosen?

6.2

What local law requirements (documentary and procedural) are required to ensure that foreign law documents are recognised and enforceable locally?

6.3

How does the transfer of receivables from the originator to the SPV typically take place? What are the formal, documentary and procedural requirements for perfecting the transfer?

6.4

What other requirements and restrictions apply to the transfer of receivables?

6.5

Is there a doctrine under which a transaction describing itself as a sale can be recharacterised by the courts as a financing secured by assets which are the subject of the purported transfer? How can the application of this doctrine be overcome?

6.6

If the originator becomes insolvent, is there a risk that the transfer of receivables may be unwound? If so, how can this be mitigated?

7.

Security

7.1

What types of security interests can be taken over the assets of the SPV in your jurisdiction? Which are most commonly used?

7.2

What are the formal, documentary and procedural requirements for perfecting a security interest?

7.3

What charges, fees or taxes arise from the perfection of a security interest?

7.4

What other considerations should be borne in mind when perfecting a security interest in your jurisdiction?

7.5

What are the respective obligations and liabilities of the parties under the security interest?

7.6

In the event of default, what options are available to enforce the security interest? Is self-help available in your jurisdiction or must enforcement action go through the courts? Are there insolvency regimes such as conservatorship or examinership that impose an automatic stay on the exercise of self-help remedies?

7.7

Will local courts recognise a foreign court judgment in favour of an investor?

7.8

If the servicer becomes insolvent, will an enduring power of attorney/mandate granted by the servicer in favour of the secured parties be recognised and enforceable post-insolvency of the servicer?

7.9

Do limited recourse, non-petition and subordination provisions bind creditors of SPVs in your jurisdiction and what are the applicable qualifications?

8.

Registration and disclosure

8.1

What public disclosure and reporting requirements apply to securitisations in your jurisdiction?

8.2

What registration requirements, if any, apply to securitisations in your jurisdiction?

8.3

Is there any requirement to notify obligors of a securitisation? If so, how is this effected?

9.

Credit rating agencies

9.1

What requirements and restrictions apply to credit ratings agencies in your jurisdiction? Are there specific provisions that regulate their relationship with issuers?

9.2

What are the main factors that rating agencies consider when rating the securities of the issuer?

10.

Taxation

10.1

What tax considerations should be borne in mind from the perspective of the originator? What strategies, if any, are available to mitigate them?

10.2

What tax considerations should be borne in mind from the perspective of the issuer? What strategies, if any, are available to mitigate them?

10.3

What tax considerations should be borne in mind from the perspective of investors? What strategies, if any, are available to mitigate them?

11.

Trends and predictions

12.

Tips and traps

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