Globally, there has been a shift from securities being held directly by an investor, to a situation in which many securities are held via an intermediary. The existence of one or more intermediaries between the investor and the issuer has a potentially significant impact on the rights of the investor, the role and obligations of the issuer, and on the position and responsibilities of the intermediary. However, different jurisdictions have dealt with the issues arising from intermediation in a variety of ways. In the UK, for example, the concept of a trust is used to explain the different rights and obligations which arise in this scenario, whereas in the US the issues have been addressed by legislation, in the form of UCC Article 8. This variety is problematic, given that it is possible for an investor to hold securities in a number of different jurisdictions. A new UNIDROIT Convention on the issue of Intermediated Securities, the Geneva Securities Convention 2009, aims to create a common framework for dealing with these issues.
This collection of essays explores the issues that arise when securities are held via an intermediary, and in particular assesses the solutions put forward by the new Convention on this issue. It will be essential reading for practitioners and academics.
Louise Gullifer is Professor of Commercial Law at the University of Oxford and a Fellow and Tutor of Harris Manchester College, Oxford. Jennifer Payne is Professor of Corporate Finance Law at the University of Oxford, and a Fellow and Tutor of Merton College, Oxford.
1. Ownership of Securities: The Problems Caused by Intermediation Louise Gullifer 2. Interests in Securities: Practical Problems and Conceptual Solutions Ben MacFarlane and Robert Stevens 3. Intermediated Securities: Issues arising from Insolvency Gabriel Moss, QC 4. Core Issues under the UNIDROIT (Geneva) Convention on Intermediated Securities: Views from the United States and Japan Charles W Mooney, Jr and Hideki Kanda 5. The Legal Nature of Securities: Inspirations from Comparative Law Eva Micheler 6. Reuse of Financial Collateral Revisited Erica Johansson 7. Taking Security over Intermediated Securities: Chapter V of the UNIDROIT (Geneva) Convention on Intermediated Securities Antony Zacaroli, QC 8. Intermediated Securities and the Right to Vote in the UK Jennifer Payne 9. Intermediated Securities: The Choice of a Choice of Law Rule Maisie Ooi 10. Remarks on the Geneva Securities Convention's Development and its Future Herbert Kronke 11. Intermediated Securities: Views from Europe Habib Motani, Karin Wallin-Norman and Teun Struycken Appendix: UNIDROIT Convention on Substantive Rules for Intermediated Securities: the Geneva Securities Convention 2009