Official Commentary on the UNIDROIT Convention on Substantive Rules for Intermediated Securities

Hideki Kanda, Charles Mooney, Luc Thevenoz, Stephane Beraud, and Thomas Keijser

The only official commentary on the Geneva Securities Convention written by contributors to the treaty
Provides interpretation on measures in the treaty with reference to discussion and negotiation between the participating states
Clearly explains the aims of each provision, its genesis, and practical application by way of examples
Article-by-article structure produces precise and easy-to-access technical advice on each provision of the treaty

Official Commentary on the UNIDROIT Convention on Substantive Rules for Intermediated Securities

Hideki Kanda, Charles Mooney, Luc Thevenoz, Stephane Beraud, and Thomas Keijser

Description

This authoritative guide to the Geneva Securities Convention is the first and only UNIDROIT backed analysis of the content of the international treaty. It streamlines the otherwise complicated and numerous transactions of intermediated securities providing easy access for practitioners and scholars in the field. The Commentary is written by participants to the negotiations and discussions which resulted in the final version of the treaty.

The Geneva Securities Convention was developed as a result of the change in the way that securities are held and highlights the position of intermediated securities at the core of the international financial system. The Convention includes key provisions for governing intermediated securities designed to harmonise domestic law and clarify points of difficulty. The general introduction to the commentary sets out the reasons for developing the Convention and the principal concepts underlying its development. The main part of the commentary follows the structure of the Convention and is arranged on an article-by-article basis. The treatment of each article is subdivided into three main parts: An introduction explaining the main goal of that article; a section setting out the genesis of the provision during intergovernmental negotiation; and a part discussing in depth the application of the provision with reference to practical examples.

The Convention is a highly complex instrument and the commentary provides much-needed guidance to the application and interpretation of its provisions. This is a must-have reference for lawyers and scholars interested in financial law, as well as securities intermediaries, clearing houses, banks and government officials.

Official Commentary on the UNIDROIT Convention on Substantive Rules for Intermediated Securities

Hideki Kanda, Charles Mooney, Luc Thevenoz, Stephane Beraud, and Thomas Keijser

1: Definitions, sphere of application and interpretation
2: Rights of the account holder
3: Transfer of intermediated securities
4: Integrity of the intermediated holding system
5: Special provisions in relation to collateral transactions
6: Transitional provision
7: Final provisions
Annex 1: English and French texts of the UNIDROIT Convention on Substantive Rules for Intermediated Securities, in two columns
Annex 2: Final Act of the first session of the Diplomatic Conference
Annex 3: Final Act of the final session of the Diplomatic Conference

Official Commentary on the UNIDROIT Convention on Substantive Rules for Intermediated Securities

Hideki Kanda, Charles Mooney, Luc Thevenoz, Stephane Beraud, and Thomas Keijser

Author Information

Hideki Kanda, Professor of Law, University of Tokyo, Charles Mooney, Professor of Law, University of Pennsylvania, Luc Thevenoz, Professor of Law, University of Geneva, Stephane Beraud, Head of the European and Financial Markets Law Division, Legal Services, Banque de France, and Thomas Keijser, Senior Officer/Consultant, UNIDROIT

Hideki Kanda is Professor of Law at the University of Tokyo. His main areas of specialisation include commercial law, corporate law, banking regulation and securities regulation. He negotiated the Geneva Securities Convention on behalf of Japan and was elected Chairman of the Drafting Committee. In that capacity he has coordinated the work on the Official Commentary on the Geneva Securities Convention. Kanda has published widely, in Japan and internationally, in the areas of commercial law, corporate law, banking regulation and securities regulation. He is also a member of the Financial Council at the Financial Services Agency of Japan. With respect to publications by Oxford University Press, Kanda is co-author of The Anatomy of Corporate Law (1st edn, 2004; 2nd edn, 2009) and co-editor of Comparative Corporate Governance: The State of the Art and Emerging Research (1998).

Charles Mooney Jr is a leading legal US scholar in the fields of commercial law and bankruptcy law. He is the Charles A. Heimbold, Jr Professor of Law at Pennsylvania University School of Law. He served as US Delegate at the Diplomatic Conference for the Cape Town Convention on International Interests in Mobile Equipment and the Aircraft Protocol thereto and at the Diplomatic Conference for the Geneva Securities Convention, where he was a member of the Drafting Committee. Mooney also served as a Co-Reporter for the Drafting Committee for the Revision of UCC Article 9 (Secured Transactions), as the ABA Liaison-Advisor to the Permanent Editorial Board for the UCC, and as a member of Council and Chair of the Committee on UCC of the ABA Business Law Section.

Luc Thévenoz is Professor of Law at the University of Geneva, Switzerland, and the director of its Centre for Banking and Financial Law. His areas of expertise are the law of contracts, trusts and fiduciaries, banking, capital markets and financial services. He has published extensively. His book Trusts in Switzerland (Zurich, 2001) was the foundation for Switzerland ratifying the Hague Convention on Trusts. Among several other books, he is co-editor of the leading commentary on the Federal Intermediated Securities Act (Stämpfli, 2010) and of the Commentaire romand du Code des obligations (2d edn, Helbing & Lichtenhahn, 2012). Thévenoz negotiated the Geneva Securities Convention on behalf of Switzerland and was a member of the Drafting Committee. He is the chairman of the Swiss Takeover Board and served from 2001 to 2007 as commissioner of the Federal Banking Commission.

Stéphane Béraud is currently Head of the European and Financial Markets Law Division within the Legal Services of the Banque de France. He graduated from the Paris Institute for Political Studies ( "SciencesPo ") and from the Paris II-Assas University with a specialisation in international law and European law. He joined the Banque de France in 1994, serving as "securities expert " in charge of custody services offered to institutional clients of the central bank. In 2001, he joined the Legal Services of the Banque de France, serving as legal counsel in the field of financial law. He was involved in the negotiations of the Geneva Securities Convention as Deputy Head of the French delegation from the first meeting of the Unidroit Committee of Governmental Experts in May 2005.

Thomas Keijser wrote parts of and edited the Official Commentary on behalf of the Unidroit Secretariat. He worked in the Russian Federation as the legal expert on a project for the European Union. He also worked at De Nederlandsche Bank and Clifford Chance before joining the Law Faculty of the Radboud University Nijmegen, where he lectured and obtained a doctoral degree in law. Keijser has published extensively in the areas of financial, civil and insolvency law as well as on Russian literature. Since 2007, he has worked for Unidroit as the person responsible for the Geneva Securities Convention, in which capacity he serviced the Committee of Governmental Experts and the diplomatic Conference. He co-organised and spoke at several seminars and colloquia on the Geneva Securities Convention in Costa Rica, Italy, the Netherlands, Nigeria and Ukraine. Since 2009, he has also worked as an advocaat in the Netherlands.