Shares and Other Securities in the Conflict of Laws

Hardcover | July 10, 2003

byMaisie Ooi

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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 theinternational 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 greatestpractical 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, thesituations 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 theirresolution, 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 arisingfrom collateralization (such as perfection and recharacterization), the impact of dematerialization and immobilization on shares, and the choice of law problems posed by them.

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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 theinternational financial community that the ...

Dr Maisie Ooi was educated at the University of Malaya and the University of Oxford, and was awarded her DPhil in 2001. She is Senior Associate with the international law firm Freshfields Bruckhaus Deringer in Hong Kong.
Format:HardcoverDimensions:396 pages, 9.21 × 6.14 × 1.02 inPublished:July 10, 2003Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199256136

ISBN - 13:9780199256136

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Table of Contents

IntroductionPart I1. The present state of the common law2. Analysis of choice of law rules which have been applied to shares3. What is a share?4. 'Transfers' or 'assignments' and 'pledges' of shares5. CharacterizationPart II6. The indirect holding system7. Analysis of choice of law approaches for the indirect holding system8. Assignments and collateralization9. The effect of insolvencyPart III10. Statutory intervention11. Revised Articles 8 and 9 of the Uniform Commercial Code12. European Legislation13. Proposed Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary14. Comparison of choice of law treatments15. Reformulation of choice of law rules

Editorial Reviews

`Ooi has provided a detailed and useful analysis of the conflict of law issues for both directly held and indirectly held securities...a valuable contribution to the debate...Ooi's analysis of the appropriate choice of law rules against the background of the Convention would no doubt assist inthe consideration, implementation and interpretation of the Convention.'Asia Pacific Law Review