Intermediated Securities
Legal Problems and Practical Issues
By: Louise Gullifer, Jennifer Payne
About This Book
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.
AI Overview
Title: "Intermediated Securities: Legal Problems and Practical Issues"
Authors: Louise Gullifer and Jennifer Payne
Overview: The book "Intermediated Securities: Legal Problems and Practical Issues" is a collection of essays edited by Louise Gullifer and Jennifer Payne. It explores the legal and practical challenges associated with securities held through intermediaries, such as custodian banks and central securities depositories. The volume is based on presentations at an international conference on the Geneva Securities Convention, which aimed to address the complexities of intermediated securities systems.
Key Themes:
- Ownership of Securities: The book delves into the problems caused by intermediation, including issues related to the ownership of securities and the practical problems that arise from these complexities.
- Interests in Securities: It assesses the conceptual solutions to the practical problems associated with interests in securities, providing a comprehensive analysis of the legal framework.
- Legal Problems: The essays in the book critically examine the legal issues that arise when securities are held via intermediaries, including issues related to title, risk, and liability.
- Practical Issues: The volume foregrounds practical issues, providing timely and enduring insights into the operational challenges of intermediated securities systems.
Critical Reception: The book has received positive reviews for its timely and comprehensive coverage of the subject matter. Here are some excerpts from the critical reception:
- Carl S. Bjerre, Banking and Finance Law Review: "The book highlights the critical importance of the intermediated securities law, the area of the law that supports the backbone of securities markets. Given the importance of the systems for the holding of securities and the absence of comparably high-quality resources on the subject, the book is essential reading for any person interested in the area of intermediated securities".
- Marek Dubovec, International Company and Commercial Law Review: "The book is essential reading for any person interested in the area of intermediated securities. It highlights the critical importance of the intermediated securities law and provides a substantial benefit to all who work with the commercial law of securities".
Plot Summary: The book does not have a traditional narrative plot but rather a collection of essays that explore various legal and practical issues related to intermediated securities. Each essay contributes to a comprehensive understanding of the complexities involved in holding securities through intermediaries, including the legal frameworks, operational challenges, and potential solutions.
Conclusion: "Intermediated Securities: Legal Problems and Practical Issues" by Louise Gullifer and Jennifer Payne is a seminal work that provides a detailed analysis of the legal and practical challenges associated with securities held through intermediaries. The book is essential reading for anyone interested in the commercial law of securities, offering timely and enduring insights into the complexities of intermediated securities systems.