In today's financial markets, investors no longer hold securities physically. Instead, securities such as shares or bonds are mostly held through intermediaries and transferred by way of book-entries on securities accounts. However, there are remarkable conceptual differences between the various jurisdictions with regard to the legal treatment of intermediated securities. It is widely agreed that this patchwork creates considerable legal risks, especially in cross-border situations. Two initiatives are in place to reduce these risks. In 2009, the UNIDROIT Convention on Substantive Rules for Intermediated Securities (the 'Geneva Securities Convention') was adopted, aimed at harmonisation on the international level. The EU Commission is also running a legislative project, to achieve harmonisation at the regional level. This book compares both initiatives and analyses their impact on the securities laws of selected European jurisdictions.
• Helps the reader understand the unique legal problems relating to intermediated securities and why various harmonisation initiatives have been started at the European and international levels • Comparative analysis of the Geneva Securities Convention and future EU legislation highlights the main objectives and provisions of both and how they interact with each other • Country reports demonstrate the impact of the Geneva Securities Convention and future EU legislation on various important jurisdictions
Contents
Part I. The Geneva Securities Convention and the Future European Legislation in Comparison: 1. The Geneva Securities Convention: objectives, history, and guiding principles Luc Thévenoz; 2. Objectives and policies underlying the harmonisation of securities law in the EU Philipp Paech; 3. Rights of the account holder relating to securities credited to its securities account Philippe Dupont; 4. The rights of the investor under the Geneva Securities Convention and the proposal of a European securities law legislation Pierre-Henri Conac; 5. The transfer of intermediated securities Luc Thévenoz; 6. The truth about shortfall of intermediated securities: perspectives under the Geneva Securities Convention, United States law, and the future EU Legislation on Securities Holding Charles Mooney; 7. The concept of integrity in intermediated holding systems Hubert de Vauplane; Part II. Impact on Securities Laws of Selected European Jurisdictions: 8. Intermediated securities under Belgian law: assessing the impact of the UNIDROIT Convention on the regulatory environment Michel Tison and Lientje Van den Steen; 9. The Geneva Securities Convention, the future European legislation and their impact on French securities laws Philippe Langlet; 10. The Geneva Securities Convention, the future European legislation and their impact on German law Ulrich Segna; 11. The Geneva Securities Convention and the Swiss intermediated securities law reform Hans Kuhn; 12. The proposed EU legislation on securities holding Habib Motani; 13. The Geneva Convention: a Spanish perspective Francisco Garcimartín; Appendix I. UNIDROIT Convention on Substantive Rules for Intermediated Securities; Appendix II. EU Securities Law Directive: compilation of the rules discussed so far by the Member States' Working Group.
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