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  • 1.

    What legislation governs securitisation in your jurisdiction? Has your jurisdiction enacted a specific securitisation law?

  • 2.

    Does your jurisdiction define which types of transactions constitute securitisations?

  • 3.

    How large is the market for securitisations in your jurisdiction?

  • 4.

    Which body has responsibility for the regulation of securitisation?

  • 5.

    Must originators, servicers or issuers be licensed?

  • 6.

    What will the regulator consider before granting, refusing or withdrawing authorisation?

  • 7.

    What sanctions can the regulator impose?

  • 8.

    What are the public disclosure requirements for issuance of a securitisation?

  • 9.

    What are the ongoing public disclosure requirements following a securitisation issuance?

  • 10.

    Outside licensing considerations, are there any restrictions on which entities can be originators?

  • 11.

    What types of receivables or other assets can be securitised?

  • 12.

    Are there any limitations on the classes of investors that can participate in an offering in a securitisation transaction?

  • 13.

    Who may act as custodian, account bank and portfolio administrator or servicer for the securitised assets and the securities?

  • 14.

    Are there any special considerations for securitisations involving receivables with a public-sector element?

  • 15.

    Which forms can special purpose vehicles take in a securitisation transaction?

  • 16.

    What is involved in forming the different types of SPVs in your jurisdiction?

  • 17.

    Is it possible to stipulate which jurisdiction’s law applies to the assignment of receivables to the SPV?

  • 18.

    May an SPV acquire new assets or transfer its assets after issuance of its securities? Under what conditions?

  • 19.

    What are the registration requirements for a securitisation?

  • 20.

    Must obligors be informed of the securitisation? How is notification effected?

  • 21.

    What confidentiality and data protection measures are required to protect obligors in a securitisation? Is waiver of confidentiality possible?

  • 22.

    Are there any rules regulating the relationship between credit rating agencies and issuers? What factors do ratings agencies focus on when rating securitised issuances?

  • 23.

    What are the chief duties of directors and officers of SPVs? Must they be independent of the originator and owner of the SPV?

  • 24.

    Are there regulations requiring originators and arrangers to retain some exposure to risk in a securitisation?

  • 25.

    What types of collateral/security are typically granted to investors in a securitisation in your jurisdiction?

  • 26.

    How is the interest of investors in a securitisation in the underlying security perfected in your jurisdiction?

  • 27.

    How do investors enforce their security interest?

  • 28.

    Is commingling risk relating to collections an issue in your jurisdiction?

  • 29.

    What are the primary tax considerations for originators in your jurisdiction?

  • 30.

    What are the primary tax considerations for issuers in your jurisdiction? What structures are used to avoid entity-level taxation of issuers?

  • 31.

    What are the primary tax considerations for investors?

  • 32.

    How are SPVs made bankruptcy-remote?

  • 33.

    What factors would a court in your jurisdiction consider in making a determination of true sale of the underlying assets to the SPV (eg, absence of recourse for credit losses, arm’s length)?

  • 34.

    What are the factors that a bankruptcy court would consider in deciding to consolidate the assets and liabilities of the originator and the SPV in your jurisdiction?

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Nagashima Ohno & Tsunematsu is the first integrated full-service law firm in Japan and one of the foremost providers of international and commercial legal services based in Tokyo. The firm’s

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