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Secured Transactions Law Reform In Japan: Japan Business Credit Project Assessment Of Interviews And Tentative Policy Proposals, Megumi Hara, Kumiko Koens, Charles W. Mooney Jr.

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This article summarizes key findings from the Japan Business Credit Project (JBCP), which involved more than 30 semi-structured interviews conducted in Japan from 2016 through 2018. It was inspired by important and previously unexplored questions concerning secured financing of movables (business equipment and inventory) and claims (receivables)—“asset-based lending” or “ABL.” Why is the use of ABL in Japan so limited? What are the principal obstacles and disincentives to the use of ABL in Japan? The interviews were primarily with staff of banks, but also included those of government officials and regulators, academics, and law practitioners. The article proposes reforms of …

Law Library Blog (October 2021): Legal Beagle's Blog Archive, Roger Williams University School Of Law

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Commercial Law Intersections, Giuliano Castellano, Andrea Tosato

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Commercial law is not a single, monolithic entity. It has grown into a dense thicket of subject-specific branches that govern a broad range of transactions and corporate actions. When one of these events falls concurrently within the purview of two or more of these commercial law branches - such as corporate law, intellectual property law, secured transactions law, conduct and prudential regulation - an overlap materializes. We refer to this legal phenomenon as a commercial law intersection (CLI). Some notable examples of transactions that feature CLIs include bank loans secured by shares, supply chain financing arrangements, patent cross-licensing, and blockchain-based …

Security Interests In Book-Entry Securities In Japan: Should Japanese Law Embrace Perfection By Control Agreement And Security Interests In Securities Accounts?, Kumiko Koens, Charles W. Mooney Jr.

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The paper proposes two significant modifications of Japan’s Act on Transfer of Bonds, Shares, etc. (BETA). First, it suggests the control agreement method of transferring an interest in securities that is effective against third parties. Under the BETA, the creation of an effective interest in book-entry securities requires book entries in the securities accounts of the transferor and the transferee. Under the control agreement approach, the transferor, transferee, and the transferor’s securities intermediary would agree that (i) the intermediary would act on the instructions of the transferee with respect to securities credited to the transferor’s securities account or (ii) the …

What Makes Asset Securitization "Inefficient"?, Kenji Yamazaki

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Despite the damage caused by the recent Enron scandal , the asset securitization market has been vibrant and has become a popular financing alternative . A number of academics emphasize its merits and suggest that it is a more favorable way of financing, and Congress’s proposal to make sales of asset in securitization immune from characterization as secured transactions under the Bankruptcy Reform Act of 2001 (the “Reform Act”) almost materialized when the Enron scandal hit the scene. Conversely, there have been accusations that securitization is not a legitimate way of financing because, for example, it fosters fraudulent transactions.

Why …