The Choice-of-law Rules of Prospectus Liability in Cross-border Securities Offering

2020 ◽  
Vol 26 (1) ◽  
pp. 401-466
Author(s):  
Jong Hyeok Lee
Keyword(s):  
Choice Of Law ◽  
Cross Border ◽  
Prospectus Liability

scholarly journals A NEW SOLUTION CONCERNING CHOICE-OF-LAW FOR THE ASSIGNMENT OF DEBTS

2021 ◽  
Vol 70 (3) ◽  
pp. 665-696
Author(s):  
Alison Xu
Keyword(s):  
International Law ◽  
Analytical Framework ◽  
Use Value ◽  
Private International Law ◽  
Choice Of Law ◽  
Cross Border ◽  
Exchange Value

AbstractThis article explores a solution to the choice-of-law issues concerning both voluntary and involuntary assignments arising in a domestic forum. The focus is on English private international law rules relating to cross-border assignments. A distinction is made between primary and extended parties as the foundation for choice-of-law analysis. Drawing on insights from the distinction of the use value and exchange value of debts found in economics, this article proposes a new analytical framework for choice-of-law based on a modified choice-of-law theory of interest-analysis.

IX Conclusion

2020 ◽  
Author(s):  
Geva Benjamin ◽  
Peari Sagi
Keyword(s):  
The Internet ◽  
International Commerce ◽  
Choice Of Law ◽  
Contemporary World ◽  
Cross Border ◽  
Significant Difference

This concluding chapter explains that the harmonization of the choice-of-law rules of negotiable instruments is highly desirable. The fact that the book's comparative findings have revealed a significant difference between the substantive laws of various systems underlies the contemporary significance of the choice-of-law question for negotiable instruments law. Harmonization would lead to more justice and fairness between the litigating parties, enhance the value of predictability, and promote international commerce and business. Moreover, in the contemporary world of increasing mobility of goods, international commerce, cross-border dealings, and the Internet, cases involving ‘international negotiable instruments’ law will only grow.

31 Spain

2018 ◽  
Author(s):  
Herrera Antonio
Keyword(s):  
Royal Decree ◽  
Choice Of Law ◽  
Cross Border ◽  
Spanish Law ◽  
Assignment Of Credit ◽  
The Law ◽  
Financial Transactions

This chapter discusses the law of set-off in Spain. Under Spanish law, set-off represents a means of extinguishing an obligation between a debtor and a creditor. Set-off occurs mainly as a form of payment rather than a guarantee. The chapter first considers set-off between solvent parties, focusing on the requirements of statutory set-off, set-off in case of assignment of credit rights, and set-off as a mechanism for creating security interests. It then examines set-off against insolvent parties, with emphasis on the scope of the prohibition set out in Article 58 of the Insolvency Act regarding set-off against an insolvent debtor and whether there are exceptions to this prohibition. The chapter also analyses set-off in financial transactions subject to Royal Decree Law 5/2005, along with cross-border situations relating to set-off against insolvent parties and choice of law with respect to set-off between solvent parties.

3 Australia

2018 ◽  
Author(s):  
Paterson Ian
Keyword(s):  
Credit Risk ◽  
Payment Systems ◽  
Choice Of Law ◽  
Cross Border ◽  
The Law

This chapter discusses the law of set-off and netting in Australia as well as the key restrictions on the availability of set-off under Australian law. In Australia, set-off and netting arrangements are often used as a means of reducing operational and credit risk. In the context of reducing credit risk involving financial rights and obligations (for example, deposits and loans), set-off and netting arrangements depend on one or more of: contract, section 553C of the Corporations Act 2001, and the Payment Systems and Netting Act 1998 (Netting Act). The chapter first considers set-off between solvent parties and set-off against insolvent parties before explaining set-off under section 553C of the Corporations Act. It also examines issues that may arise in cross-border transactions under Australian law with respect to the availability of set-off in section D of the Corporations Act, with emphasis on the choice of law and set-off in insolvency.

Set-Off Law and Practice

2018 ◽  
Keyword(s):  
Financial Sector ◽  
Legal Analysis ◽  
Choice Of Law ◽  
Banking And Finance ◽  
The Third ◽  
Cross Border ◽  
New Material ◽  
The Law ◽  
Financial Firm

The third edition of this guide covers the application and practice of the law of set-off in over thirty jurisdictions spanning Europe, Asia and the Americas. Each chapter explains the principles of the law of set-off in the jurisdiction concerned, and provides a comparative guide for banking and finance lawyers wishing to establish the pitfalls of set-off in a foreign jurisdiction. Every chapter has been updated to contain new material specifically devoted to cross-border aspects, including analysis of choice of law issues. Fully updated legal analysis is also provided, with an emphasis on how set-off may be used as security and the application of insolvency set-off: taking into account new legal developments in the various jurisdictions and reflecting recent changes to legislation in the financial sector relating to bank and other financial firm resolution.

Cross-border Insolvency

2017 ◽  
Author(s):  
Hamish Anderson
Keyword(s):  
International Law ◽  
Private International Law ◽  
Insolvency Law ◽  
Choice Of Law ◽  
Cross Border ◽  
General Law ◽  
Insolvency Proceedings

In the practice of insolvency law, the usual challenge is to work out the answer to a problem as a matter of general law and then to factor in the consequences of one or more of the parties being insolvent. In cross-border insolvency cases, this exercise can be made considerably more complicated by choice of law issues. Ultimately, cross-border insolvency questions are all questions of private international law which are determined in accordance with specific rules where applicable or otherwise in accordance with general principles. The aims are to recognize properly grounded foreign insolvency proceedings, to act in aid of them where appropriate, to ensure that English proceedings will achieve extra-territorial recognition where necessary, and thereby to achieve fairness for all creditors everywhere by avoiding conflicts and confusions between jurisdictions.

Part III Prospectus Liability and Litigation, 19 Prospectus Liability: Competent Courts of Jurisdiction and Applicable Law

2020 ◽  
Author(s):  
Gargantini Matteo
Keyword(s):  
Legal Framework ◽  
Eu Law ◽  
Applicable Law ◽  
Cross Border ◽  
Prospectus Liability

This chapter addresses the European legal framework for cross-border disputes arising from alleged violations of prospectus rules. It deals with the identification of both jurisdiction and applicable law in cases where litigation involves transnational elements, so that a conflict may occur about who is the judge having jurisdiction and what law is this judge bound to apply. Crucial in both respects are, in the first place, the connecting factors to which EU law refers to and, in the second place, the rules concerning issuers' and investors' ability to deviate from such rules. The chapter asserts that the importance of these rules can hardly be overestimated. However, not all courts are equal, and neither are national laws, and the chapter shows these differences affect the topic at hand.

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