Subjects:

Conflict of Laws, Company Law

Contents:

Introduction

PART I

1. The present state of the common law

2. Analysis of choice of law rules which have been applied to shares

3. What is a share?

4. 'Transfers' or 'assignments' and 'pledges' of shares

5. Characterization

PART II

6. The indirect holding system

7. Analysis of choice of law approaches for the indirect holding system

8. Assignments and collateralization

9. The effect of insolvency

PART III

10. Statutory intervention

11. Revised Articles 8 and 9 of the Uniform Commercial Code

12. European Legislation

13. Proposed Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary

14. Comparison of choice of law treatments

15. Reformulation of choice of law rules

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.