Shares and Other Securities in the Conflict of Laws
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By: Maisie Ooi
This book examines the problems of choice of law relating to shares and other securities. It is a subject that occupied a fairly obscure corner of conflict of laws until the impetus given to it by Macmillan v Bishopsgate Investment Trust (No 3) and recent interest generated by fears within the international financial community that the conflicts problems arising from the modern system of securities holding through intermediaries threatens the system's viability. At both European and international levels, efforts have been made to legislate for certainty in an area of the greatest practical importance to the major players in the capital markets, as the value of cross-border transactions in such securities runs into billions of pounds daily.Shares and Other Securities in the Conflict of Laws is divided into two parts. Part I determines the present state of English law with respect to choice of law treatment of dealings in shares, and examines the basic rules involved. It considers the context in which the rules have evolved, the situations in which they are said to apply and have been applied, and the place of the rules in the conflicts treatment of securities transactions today. The main focus is on dealings with shares in the traditional direct holding system from which the basic rules developed.Part II considers the difficulties associated with the application and extension of the basic rules to the choice of law issues that arise in the indirect holding system, the various theories and legislative reforms (of the EU and at the Hague) that have been suggested in respect to their resolution, and the extent to which they provide a viable solution. Comparison is also made with the related law reform initiatives in the US of Revised Articles 8 and 9 of the Uniform Commercial Code. The book concludes with an examination of special choice of law concerns in insolvency and arising from collateralization (such as perfection and recharacterization), the impact of dematerialization and immobilization on shares, and the choice of law problems posed by them.
AI Overview
Title: "Shares and Other Securities in the Conflict of Laws" by Maisie Ooi
Overview: The book "Shares and Other Securities in the Conflict of Laws" by Maisie Ooi is a comprehensive examination of the complex issues arising from cross-border transactions involving shares and other securities. The book delves into the problems of choice of law, which are critical in modern financial transactions where securities are held through intermediaries, potentially threatening the system's viability.
Key Themes:
- Choice of Law Issues: The book explores the various choice of law rules applied to shares and other securities, highlighting their shortcomings and the need for clarity in cross-border transactions.
- Nature of Shares and Transfers: Ooi examines fundamental questions about the nature of a share and the process of transfers or assignments of shares, providing a detailed analysis of these critical aspects.
- Indirect Holding System: The book discusses the operation of the indirect holding system and suggests choice of law approaches for this system, which is increasingly relevant in modern financial markets.
- Legislative Treatments: Ooi reviews legislative treatments of the choice of law questions raised by shares and securities, emphasizing the need for certainty in an area of significant practical importance to major players in the capital markets.
Plot Summary: The book is divided into two parts. Part I focuses on determining the present state of English law with respect to the choice of law treatment of dealings in shares. It examines the basic rules involved, their evolution, and the contexts in which they apply. Part II delves deeper into the complexities of cross-border transactions, exploring the various conflicts problems arising from these transactions and suggesting solutions to ensure the viability of the international financial system.
Critical Reception: The book has been praised for its ability to simplify complex material and its comprehensive coverage of securities law, corporations law, and conflict of laws. Ooi's treatment of these questions is described as sophisticated and accurate, making the book remarkably successful in its field. The book's focus on resolving conflicts in a manner that ensures clarity and certainty in cross-border transactions has been particularly well-received by scholars and practitioners in the field of securities law.
Publication Details:
- Publisher: Oxford University Press
- Publication Year: 2003
- ISBN: 9780199256136
- Pages: 394 pages
- Price: £85.00 (hardcover)
Overall, "Shares and Other Securities in the Conflict of Laws" by Maisie Ooi is a seminal work that provides a detailed and insightful analysis of the complex issues surrounding cross-border transactions involving shares and other securities. Its comprehensive approach and sophisticated treatment of the subject matter make it a valuable resource for scholars and practitioners in the field of conflict of laws and securities law.