Assignment of claims

The European Commission proposes to harmonise conflict of laws rules on the third-party effects of assignment of claims

When claims are assigned across borders, it's not always easy for investors, credit providers and other market participants to know which national law applies to determine who owns the assigned claims. Different national rules about the third-party (or ownership) effects of assignments of claims complicate the use of claims as collateral and make it difficult for investors to price the risk of debt investments.

Removing legal uncertainties about the ownership of claims after they have been assigned on a cross-border basis is important for the assignor and the assignee of the claims. However, it is also essential for market participants who are not party to the assignment but who interact with any of the parties and need certainty about who has legal title over the assigned claims.

Commission initiatives

The  Action plan on building a capital markets union , adopted by the Commission in September 2015, envisaged targeted action on securities ownership rules and third-party effects of assignments of claims.

In order to consult all interested parties, in February 2017 the Commission published an  inception impact assessment  providing an overview of the problems to be addressed and the possible solutions.

In April 2017, the Commission launched a public consultation ( consultation on conflict of laws rules for third party effects of transactions in securities and claims ) and established an Expert group on conflict of laws regarding securities and claims. The members of the Expert group assisted the Commission by providing specialist advice on private international law and financial markets as a sound basis for policymaking.

On 12 March 2018, the Commission proposed the adoption of common conflict of laws rules on the third-party effects of assignments of claims . The proposal provides that, as a rule, the law of the country where the assignor has its habitual residence will govern the third-party effects of the assignment of claims. As an exception, the law of the assigned claim will govern the third-party effects of the assignment of specific claims. By introducing legal certainty, the new rules will promote cross-border investment, enhance access to credit and contribute to market integration. The proposal, which deals with the law applicable to the ownership questions of assignments of claims, complements the rules in the Rome I Regulation , which deal with the law applicable to the contractual questions of assignments of claims.

Previous work in relation to claims

The question of the third-party effects of assignments of claims was raised when the  Rome Convention  was being transformed into the Rome I Regulation ( Regulation (EC) No 593/2008 ). The Rome I Regulation did not address the issue, but required the Commission to prepare a report on the matter. To that effect, the Commission asked the British Institute of International and Comparative Law (BIICL) to carry out a study and the Commission presented its report in September 2016

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Issue Cover

Article Contents

  • Introduction
  • I. The importance of a coordinated approach
  • II. Scope of application
  • III. Matters covered
  • IV. Applicable law: main rule
  • V. Applicable law: special rule for the assignment of claims arising from deposit accounts and financial instruments
  • VI. Applicable law: special rule for the assignment of claims in securitization transactions
  • VII. Applicable law: special rule for assignments of claims with respect to which the matters governed may be referred to more than one law
  • VIII. Public policy and mandatory rules
  • IX. Conclusions
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The law applicable to third-party effects of assignments of claims: the UN Convention and the EU Commission Proposal compared

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Spyridon V Bazinas, The law applicable to third-party effects of assignments of claims: the UN Convention and the EU Commission Proposal compared, Uniform Law Review , Volume 24, Issue 4, December 2019, Pages 609–632, https://doi.org/10.1093/ulr/unz032

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In October 2019, the U.S. ratified the United Nations Convention on the Assignment of Receivables in International Trade (the “Convention”) by the US, thus creating a new impetus for the broad adoption and entry into force of the Convention and with that for the facilitation of international receivables finance. In March 2018, the E.U. Commission issued a Proposal for a Regulation of the European Parliament and of the Council on the law applicable to the third-party effects of assignments of claims (the “Commission Proposal” or “Proposal”). The Commission Proposal includes a first draft of the proposed Regulation (the “draft Regulation”). An alignment of the main rule of the draft Regulation with the equivalent rule in the Convention could result in an internationally uniform conflict-of-laws rule on this matter, which would remove the legal divergences existing among legal systems and reduce the uncertainty as to the law applicable to the third-party effects of assignments of claims. The purpose of this article is to compare the relevant rules of the Convention and the draft Regulation, determine whether this coordinated approach is achieved and, if not, make suggestions as to how it can be achieved to the benefit of all parties involved in international receivables finance.

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GEDIP

Council Amends Commission Proposal on the Law applicable to the Third-Party Effects of Assignments of Claims (F. Garcimartin)

On 7 June 2021, the Council of the EU approved its general approach on the proposal for a regulation on the law applicable to the third-party effects of assignments of claims (“the Council General Approach” or “the proposal”). The text adopted by the Council has introduced some important amendments to the Commission’s Proposal of 12 March 2018 (COM (2018) 96 final).

Scope of application

The proposal lays down universal conflict of laws rules on the law applicable to the third-party effects of voluntarily assignments of claims and contractual subrogation (articles 1-3). The term ‘ claims’ is very broad and includes monetary and non-monetary, contractual and non-contractual, existing and future obligations (article 2(d) and recital 16i).

Regarding its material scope of application, the main amendments introduced by the Council concern financial instruments, crypto-assets and secured claims.

The General Approach has (presumably) clarified and broadened the exclusion of financial instruments and securities . The proposal now distinguishes between (i) financial instruments as such, (ii) and claims arising from these instruments . The transfer or assignment, including by way of security, of all these instruments as such is excluded from the scope of application of the proposal (see article 1.1a, recital 16a). Furthermore, the Council General Approach also clarifies that it does not apply to the assignment of claims arising from transferable securities , units in collective investment undertakings and money-market instruments, even if they are assigned in immaterial form, which is legally possible is certain jurisdictions (see article 1.2 (g) and (h), and recitals 16,16a,16b, 16c, and 16d). Conversely, the proposal applies to claims deriving from financials instruments other than transferable securities, money-market instruments and units in collective investment undertakings (see article 4.2). Therefore, it does not apply to the transfer of a swap (a contract) or an option, but it does apply to the assignment of the payment netting amounts or the close-out netting amount arising from such a swap or the cash settlement amount that may arise from the exercise of the option (see recital 27 and for emission allowances recital 16f).  

The Council General Approach has also excluded the transfer of crypto-assets , irrespective of whether they qualify as financial instruments or not (see article 1.1ab, recital 16a in fine ). But it does apply to claims arising from crypto-assets with the exceptions of those that qualify as transferable securities, money-market instruments and units in collective investment undertakings (see recital 16bis). This solution replicates the same solution applied to financial instruments and is consistent with the technology-neutral approach underlying the proposal (see recital 16bis).

The Council General Approach has also sought to clarify its application to claims secured by a tangible asset (e.g. an immovable property). The proposal applies to the assignment of claims, even if they are secured by a security right over a tangible asset, e.g. a pledge or a mortgage (see recital 16aa). However, it does not apply to the transfer of the security right (e.g. the mortgage), nor does it apply to the consequences of failing to comply with the requirements of the lex rei sitae for the resolution of a priority conflict over the secured claim (article 1.1.aa, and recitals 16aa, 16aaa and 16ab). Thus, for example, where under the law of the State where the immovable property is situated or under the authority of which the register is maintained, compliance with certain form or registration requirements for the effectiveness of the transfer of the security right is also required for the assignee to acquire title over the claim itself, the proposal should not apply to the effects of complying or failing to comply with any these requirements when resolving priority conflicts over the secured claim (see recitals 16ii and 16ab).

Finally, as regards its application in time , the Council General Approach has clarified that the proposal only applies to assignments based on contracts concluded on or after the date of application (see article 14). Recital 33b suggests that, unlike the Commission Proposal, it does not apply to a priority conflict between two assignments, one prior to the application of the Regulation and one under the Regulation.

Applicable law: main rule

In line with the Commission proposal, the Council General Approach maintains the law of the assignor’s habitual residence as the general rule and the law of the assigned claim as the special rule (note, however, that the reference to collateral arrangements in recital 19 as part of the justification for this option is misleading, as they now will be covered by the special rule, infra ). As for the general rule, the Council General Approach has linked the relevant time for determining the assignor’s habitual residence to the conclusion of the assignment contract, not to the time when the assignment becomes effective against third parties (this is consistent with the Parliament’s report, infra ).

However, the most relevant amend concerns the special rule. With good reasons, the Council has considerably broadened the number of cases in which the special rule must be applied. Whereas the Commission proposal only included under this rule the assignment of cash accounts and claims arising from financial instrument, the Council General Approach also includes, in addition to others (e.g. e-money accounts or claims arising from crypto-assets), all claims arising out of a loan (“agreements whereby credit is granted in the form of a loan”, see article 4.2 (d)). All loans are now covered by the special rule, i.e. the application of the law governing the assigned claim, so that its relevance in practice has grown exponentially. In fact, it is quantitatively much more important than the general rule. It covers, for example, non-performing loans, syndicated loans, company and intra-group lending or lending-based crowdfunding (see recital 27b). Certain transactions may, however, be difficult to qualify, e.g. the financial leases.

Alongside this important change, the Council General Approach has included new recitals that seek to clarify the identification of the law governing the assigned claim in relation to financial instruments, in particular concluded in financial market infrastructures and systems (recitals 27a, 27i, 27ii and 27a). Unfortunately, the wording of some parts of these recitals is not always clear and easily understandable.

Finally, and also in line with the structure of the Commission proposal, the Council General Approach maintains the possibility to choose between the law of the assignor’s habitual residence and the law of the assigned claim for securitisation. The aim of this flexibility is not to affect the current practice of large operators and, at the same time, to facilitate the expansion of the cross-border securitisation market to smaller operators. The Council has limited itself to including covered bonds within the application of this rule (see Article 4.3 and recital 28); and, as a corollary of the expansion of the special rule, has clarified that the choice of law applies to both cases, i.e. where the default rule is the law of the assignor and where the default rule is the law of the assigned claim, depending on the nature of the claims to be securitised (Article 4.3)

Scope of the applicable law and other provisions

As regards the scope of the applicable law, the text approved by the Council has excluded priority conflicts involving novation (see article 2, recital 17). The final picture may be questionable from a functional perspective. On the one hand, the proposal does not apply to “transfers of contracts, in which both rights and obligations are included, or the novation of contracts including such rights and obligations” (article 2 (c)). And it does not apply to a priority conflict involving novation. But, on the other hand, it does apply to a priority conflict involving the same claim which has been assigned independently and also “as a result of the transfer of the contract from which the claim arises” (article 5 (d)). 

As regards the final provisions, the Council General Approach has, surprisingly, modified the solution to multi-unit States and has opted for the application of the internal conflict of laws provisions as the primary rule (article 9.1), which will complicate unnecessarily the practical application of the future regulation, in particular when the internal conflict of laws are ambiguous or take a different approach. 

The European Parliament adopted its first-reading position, which included 24 amendments to the Commission’s Proposal, on 13 February 2019. The proposal will therefore now enter the trilogue phase and will probably be adopted by the end of this year. This will be the culmination of a longstanding project aimed at establishing a common framework in the EU on the law applicable to the third party effects of assignments of claims, following the failure to achieve this objective in the context of the Rome I Regulation.

Francisco Garcimartín

The European Association of Private International Law

EU Council to Vote on Regulation on Third Party Effects of Assignment of Claims

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The text which should be adopted is an amended version of the 2018 proposal of the European Commission for a Regulation on the law applicable to the third-party effects of assignments of claims, which was adopted by the European Parliament  in 2019 with 24 amendments.

The main features of the new  text  are as follows.

Law of the Habitual Residence of the Assignor

One of the most debated issues was whether the principle should be that third party effects of assignment of claims should be governed by the law of the habitual residence of the assignor or the law of the assigned claim. The Commission had proposed to retain the former, with certain exceptions.

In line with the Commission proposal, the law of the assignor’s habitual residence received more support than the assigned-claim law as it would lead to more predictability for third parties. The law of the assignor’s habitual residence was deemed suitable for bulk assignments subject to different laws and future claims and consistent with Regulation (EU) 2015/848 (Insolvency Regulation).

Law of the Assigned Claim

The list of exceptions, however, has slightly increased. The law of the assigned claim would apply to a longer list of claims in financial markets, but also to credit claims. This last exception will not doubt be criticised. Recital 27(b) clarifies its scope, which seems extensive:

The third-party effects of assignments of claims arising out of agreements whereby credit is granted in the form of a loan should be governed by the law of the assigned claim. This should include credit claims as defined in point (o) of Article 2(1) of Directive 2002/47, often used as financial collateral within the Eurosystem. In order to facilitate the cross-border assignment of claims arising out of syndicated loans and lending-based crowdfunding on secondary financial markets, the third-party effects of the assignment of claims arising out of syndicated loans and lending-based crowdfunding should also be subject to the law of the assigned claim.

It was also thought that the scope of the instrument should be further clarified and restricted. In particular, three matters are excluded from the scope of the future regulation:

– the transfer of financial instruments, including securities and derivatives; – the transfer of crypto-assets; and – the assignment of claims where the claims are not in intangible form but incorporated in a certificate or represented by a book entry.

U.S. flag

FAC Number: 2024-03 Effective Date: 02/23/2024

Subpart 32.8 - Assignment of Claims

Subpart 32.8 - Assignment of Claims

32.800 scope of subpart..

This subpart prescribes policies and procedures for the assignment of claims under the Assignment of Claims Act of1940, as amended, ( 31 U.S.C.3727 , 41 U.S.C.6305 ) (hereafter referred to as "the Act").

32.801 Definitions.

Designated agency , as used in this subpart, means any department or agency of the executive branch of the United States Government (see 32.803 (d)).

No-setoff commitment , as used in this subpart, means a contractual undertaking that, to the extent permitted by the Act, payments by the designated agency to the assignee under an assignment of claims will not be reduced to liquidate the indebtedness of the contractor to the Government.

32.802 Conditions.

Under the Assignment of Claims Act, a contractor may assign moneys due or to become due under a contract if all the following conditions are met:

(a) The contract specifies payments aggregating $1,000 or more.

(b) The assignment is made to a bank, trust company, or other financing institution, including any Federal lending agency.

(c) The contract does not prohibit the assignment.

(d) Unless otherwise expressly permitted in the contract, the assignment-

(1) Covers all unpaid amounts payable under the contract;

(2) Is made only to one party, except that any assignment may be made to one party as agent or trustee for two or more parties participating in the financing of the contract; and

(3) Is not subject to further assignment.

(e) The assignee sends a written notice of assignment together with a true copy of the assignment instrument to the-

(1) Contracting officer or the agency head ;

(2) Surety on any bond applicable to the contract; and

(3) Disbursing officer designated in the contract to make payment.

32.803 Policies.

(a) Any assignment of claims that has been made under the Act to any type of financing institution listed in 32.802 (b) may thereafter be further assigned and reassigned to any such institution if the conditions in 32.802 (d) and (e) continue to be met.

(b) A contract may prohibit the assignment of claims if the agency determines the prohibition to be in the Government’s interest.

(c) Under a requirements or indefinite quantity type contract that authorizes ordering and payment by multiple Government activities, amounts due for individual orders for $1,000 or more may be assigned.

(d) Any contract of a designated agency (see FAR 32.801 ), except a contract under which full payment has been made, may include a no-setoff commitment only when a determination of need is made by the head of the agency , in accordance with the Presidential delegation of authority dated October 3,1995, and after such determination has been published in the Federal Register. The Presidential delegation makes such determinations of need subject to further guidance issued by the Office of Federal Procurement Policy. The following guidance has been provided:

Use of the no-setoff provision may be appropriate to facilitate the national defense ; in the event of a national emergency or natural disaster; or when the use of the no-setoff provision may facilitate private financing of contract performance. However, in the event an offeror is significantly indebted to the United States , the contracting officer should consider whether the inclusion of the no-setoff commitment in a particular contract is in the best interests of the United States . In such an event, the contracting officer should consult with the Government officer(s) responsible for collecting the debt(s).

(e) When an assigned contract does not include a no-setoff commitment , the Government may apply against payments to the assignee any liability of the contractor to the Government arising independently of the assigned contract if the liability existed at the time notice of the assignment was received even though that liability had not yet matured so as to be due and payable.

32.804 Extent of assignee’s protection.

(a) No payments made by the Government to the assignee under any contract assigned in accordance with the Act may be recovered on account of any liability of the contractor to the Government. This immunity of the assignee is effective whether the contractor’s liability arises from or independently of the assigned contract.

(b) Except as provided in paragraph (c) of this section, the inclusion of a no-setoff commitment in an assigned contract entitles the assignee to receive contract payments free of reduction or setoff for-

(1) Any liability of the contractor to the Government arising independently of the contract; and

(2) Any of the following liabilities of the contractor to the Government arising from the assigned contract:

(i) Renegotiation under any statute or contract clause .

(ii) Fines.

(iii) Penalties, exclusive of amounts that may be collected or withheld from the contractor under, or for failure to comply with, the terms of the contract.

(iv) Taxes or social security contributions.

(v) Withholding or nonwithholding of taxes or social security contributions.

(c) In some circumstances, a setoff may be appropriate even though the assigned contract includes a no-setoff commitment ; e.g.-

(1) When the assignee has neither made a loan under the assignment nor made a commitment to do so; or

(2) To the extent that the amount due on the contract exceeds the amount of any loans made or expected to be made under a firm commitment for financing.

32.805 Procedure.

(a) Assignments.

(1) Assignments by corporations shall be-

(i) Executed by an authorized representative;

(ii) Attested by the secretary or the assistant secretary of the corporation; and

(iii) Impressed with the corporate seal or accompanied by a true copy of the resolution of the corporation’s board of directors authorizing the signing representative to execute the assignment.

(2) Assignments by a partnership may be signed by one partner, if the assignment is accompanied by adequate evidence that the signer is a general partner of the partnership and is authorized to execute assignments on behalf of the partner-ship.

(3) Assignments by an individual shall be signed by that individual and the signature acknowledged before a notary public or other person authorized to administer oaths.

(b) Filing. The assignee shall forward to each party specified in 32.802 (e) an original and three copies of the notice of assignment, together with one true copy of the instrument of assignment. The true copy shall be a certified duplicate or photostat copy of the original assignment.

(c) Format for notice of assignment. The following is a suggested format for use by an assignee in providing the notice of assignment required by 32.802 (e).

Notice of Assignment

To: ___________ [ Address to one of the parties specified in 32.802 (e) ].

This has reference to Contract No. __________ dated ______, entered into between ______ [ Contractor’s name and address ] and ______ [ Government agency, name of office, and address ], for ________ [ Describe nature of the contract ].

Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of1940, as amended, ( 31 U.S.C.3727 , 41 U.S.C.6305 ).

A true copy of the instrument of assignment executed by the Contractor on ___________ [ Date ], is attached to the original notice.

Payments due or to become due under this contract should be made to the undersigned assignee.

Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.

Very truly yours,

__________________________________________________ [ Name of Assignee ]

By _______________________________________________ [ Signature of Signing Officer ]

__________________________________________________ [ Titleof Signing Officer ]

__________________________________________________ [ Address of Assignee ]

Acknowledgement

Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received ____(a.m.) (p.m.) on ______, 20___.

__________________________________________________ [ Signature ]

__________________________________________________ [ Title ]

__________________________________________________ On behalf of

__________________________________________________ [ Name of Addressee of this Notice ]

(d) Examination by the Government. In examining and processing notices of assignment and before acknowledging their receipt, contracting officers should assure that the following conditions and any additional conditions specified in agency regulations, have been met:

(1) The contract has been properly approved and executed.

(2) The contract is one under which claims may be assigned.

(3) The assignment covers only money due or to become due under the contract.

(4) The assignee is registered separately in the System for Award Management unless one of the exceptions in 4.1102 applies.

(e) Release of assignment.

(1) A release of an assignment is required whenever-

(i) There has been a further assignment or reassignment under the Act; or

(ii) The contractor wishes to reestablish its right to receive further payments after the contractor’s obligations to the assignee have been satisfied and a balance remains due under the contract.

(2) The assignee, under a further assignment or reassignment, in order to establish a right to receive payment from the Government, must file with the addressees listed in 32.802 (e) a-

(i) Written notice of release of the contractor by the assigning financing institution;

(ii) Copy of the release instrument;

(iii) Written notice of the further assignment or reassignment; and

(iv) Copy of the further assignment or reassignment instrument.

(3) If the assignee releases the contractor from an assignment of claims under a contract, the contractor, in order to establish a right to receive payment of the balance due under the contract, must file a written notice of release together with a true copy of the release of assignment instrument with the addressees noted in 32.802 (e).

(4) The addressee of a notice of release of assignment or the official acting on behalf of that addressee shall acknowledge receipt of the notice.

Securities and claims ownership

The European Commission is examining the possibility to make conflict of laws rules on securities and claims ownership more consistent across the EU.

When securities are exchanged across borders, it's not always easy for investors, credit providers and other market participants to know which national law applies to these transactions. In this situation, ownership rights cannot be determined with legal certainty.

The same may occur when a creditor transfers a debt claim to someone else in a cross-border situation. Different national rules about third party effects of assignment of debt claims complicate the use of these instruments as collateral and make it difficult for investors to price the risk of debt investments.

Removing legal uncertainties about cross-border transactions in securities and claims is not only important for buyers and sellers; it is also essential for market participants who are not a party to the transaction but who interact with any of the parties and need certainty about who has a right to the securities or claims.

Commission initiatives

The action plan on building a capital markets union , adopted by the Commission in September 2015, envisaged a targeted action on securities ownership rules and third party effects of assignment of claims.

In April 2017 the Commission launched a public consultation ( consultation on conflict of laws rules for third party effects of transactions in securities and claims ) and established an Expert group on conflict of laws regarding securities and claims . The group assisted the Commission by providing specialist advice from experts on private international law and financial markets as a sound basis for policymaking.

In order to consult all interested parties, in February 2017 the Commission published an inception impact assessment providing an overview of the problems to be addressed and the possible solutions. The impact assessment was finalised in 2018.

In March 2018 the Commission proposed the adoption of common conflict-of-laws rules on the third-party effects of assignments of claims . The proposal complements the Rome I Regulation . It provides that, as a rule, the law of the country where the assignor has its habitual residence will govern the third-party effects of the assignment of claims. By introducing legal certainty, the new measures will contribute to promote cross-border investment, enhance access to credit and contribute to market integration.

The Commission's proposal is accompanied by a communication clarifying conflict-of-law rules for securities . In this area, different EU directives (the settlement finality , the winding-up and the financial collateral directives) lay out specific provisions on which national law is applicable to the proprietary effects of cross-border transactions in securities. While broadly similar, these provisions sometimes differ when it comes to details. The communication seeks to clarify the Commission's views on these specific provisions.

Previous work in relation to securities and claims

Previous work of the Commission in this area focused on the harmonisation of substantive securities law. Two expert groups were established by the Commission to

  • analyse the areas of legal uncertainty that make it difficult to hold and transfer securities both domestically and cross-border ( Legal Certainty Group )
  • discuss possible ways to improve legal certainty of securities holding and transactions at EU level ( Securities Law Member States Working Group )

In this context, the Commission also carried out two public consultations to get feedback from EU governments, investors and other stakeholders on possible legislative proposals.

With regard to claims, the question of third party effects of assignment of claims was raised when the Rome Convention was transformed into Regulation (EC) No 593/2008 (also known as the 'Rome I Regulation'). The regulation did not address the issue, but it required the Commission to prepare a report on the matter with a view to completing the gap. The Commission asked the British Institute of International and Comparative Law (BIICL) to carry out a study on the issue and presented its report in September 2016.

  • Commission report on the question of the effectiveness of an assignment or subrogation of a claim against third parties and the priority of the assigned or subrogated claim over the right of another person
  • BIICL study on the question of the effectiveness of an assignment or subrogation of a claim against third parties and the priority of the assigned or subrogated claim over the right of another person
  • 7 December 2016

Advice of the Legal Certainty Group (2006-2008)

Expert group set up by the European Commission to analyse legal certainty issues in EU securities clearing and settlement systems.

Consultations on the harmonisation of substantive securities law (2009-2011)

Summaries of responses to consultations on the harmonisation of securities law carried out by the European Commission in 2009 and 2011.

Related links

Public consultation on Building a Capital Markets Union (closed June 2015)

UNIDROIT convention on substantive rules for intermediated securities ('Geneva convention')

Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary

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Assignment of claims and securities ownership

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In contract law, a claim gives a person (the creditor) the right to receive a sum of money or to obtain the performance of an obligation by another person (the debtor). According to the Commission, claims can be classified in three categories:

  • 'traditional claims' or receivables. If a retailer sells a product on credit, the product is acquired by the customer but the payment will only come in the future. This money to be received by the company is a traditional claim;
  • claims arising from financial instruments (sometimes referred to as 'financial claims'). An investor buying a company's bond, obtains the right to either fixed or variable instalments on a specific date or dates. The investor has a financial claim; and
  • cash credited to an account in a bank. An account holder depositing money in a bank (the creditor) has a claim against the bank (the debtor).

An assignment is a transfer of property or ownership rights from one person to another. The assignment of a claim is a mechanism, allowing a creditor, the assignor, to transfer his right to claim a debt to another person, the assignee. This mechanism is used by companies to obtain liquidity (factoring), gain access to credit (collateralisation), or optimise the use of their capital (securitisation).

The proprietary elements or third-party effects of an assignment of claims refer in general to who has ownership rights over a claim and, in particular, to (i) which requirements must be fulfilled by the assignee in order to ensure that the assignee acquires legal title over the claim after the assignment (for example, registration of the assignment in a public register, written notification of the assignment to the debtor), and (ii) how to resolve priority conflicts, that is, conflicts between several competing claimants as to who owns the claim after a cross-border assignment (for example, between two assignees where the same claim has been assigned twice, or between an assignee and a creditor of the assignor in the event of an insolvency).

The Commission proposal concerns the third-party (or proprietary) effects of the assignment of the above-mentioned claims. It does not cover the transfer of the contracts (for example derivative contracts), in which both rights (or claims) and obligations are included, or the novation of contracts including such rights and obligations.

On 11 July 2018, the European Economic and Social Committee adopted in plenary its Opinion on the Commission proposal. The Opinion was published on 25 July.

The JURI Committee in the European Parliament appointed Pavel Svoboda (EPP, Czech Republic) as rapporteur for the file. On 3 May 2018, the committee draft report was published. On 4 June, amendments were tabled. On 10 July, the report was adopted by the Committee and the decision was taken to start interinstitutional negotiations. On 17 July, the report was tabled for plenary. It was adopted in plenary on 13 February 2019.

The report concludes that

  • The conflict of laws rules laid down in the regulation should govern the effects of assignments of claims in respect of third parties, for example, a creditor of the assignor, excluding the debtor.
  • Regulation (EU) 2015/848 on insolvency proceedings contains rules relating to applicable law. For that reason, assignments done in the course of a collective proceeding according to that regulation should be excluded from the scope of application of this Regulation. 
  • The third-party effects of an assignment shall be governed by the law of the country in which the assignor has its habitual residence at the time of the conclusion of the assignment contract.
  • The overriding mandatory provisions shall apply to the law of the Member State where the assignment has to be or has been performed, insofar as those overriding mandatory provisions render the performance of the assignment contract unlawful.

Some provisions were deleted, especially those providing that the assignor and the assignee may choose the law applicable to the assigned claim as the law applicable to the third-party effects of an assignment of claims in view of a securitisation.

On 7 June 2021, the Council  approved mandate for negotiations.  The Council agrees that the law of the country where creditors ('assignors') have their habitual residence would apply regardless of which member state's courts or authorities examine the case,. Nevertheless, for certain assignments in the text, such as the assignment of cash claims and claims in financial markets, the Council concluded that the law of the assigned claim would be more suitable.

Interinstitutional trilogue negotiations are ongoing.

References:

  • EP Legislative Observatory, Law applicable to the third-party effects of assignments of claims, 2018/0044 (COD)
  • European Commission, Proposal for a Regulation on the law applicable to the third-party effects of assignments of claims , COM(2018)0096
  • European Economic and Social Committee, Opinion on the Commission proposals COM(2018) 92 final, COM(2018) 96 final and COM(2018) 110 final
  • Council of the European Union - General Approach .

Further reading:

  • European Parliament, EPRS, Law applicable to the third-party effects of assignments of claims , Briefing, September 2022.

Author: Issam Hallak, Members' Research Service, [email protected]

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The third-party effects of cross-border assignments of claims – Draft EU Regulation aiming to achieve legal certainty

Archived - BRU city visual 14

The objective of the CMU is to remove barriers to cross border investments and to lower the costs of funding. The EC has stated that the completion of the CMU is an urgent priority and it has expressed its commitment to put in place all building blocks of the CMU by mid-2019. 

With respect to cross- border transactions in claims, the proposal of the EC consists of a draft Regulation on the law applicable to the third-party effects of an assignment of claims ( 1 )  (the Regulation ). It aims to reduce existing legal uncertainty through the adoption of EU wide, uniform conflict of laws rules, i.e. by providing EU wide uniform answers to the question which country's law applies to the third-party effects of assignments of claims in cross-border transactions. According to the EC, enhancing legal certainty will result in promotion of cross-border investment, access to cheaper credit and market integration.

The Regulation defines the term "assignment" as 'a voluntary transfer of a right to claim a debt against a debtor'. The term includes outright transfers of claims, contractual subrogation, transfers of claims by way of security and pledges or other security rights over claims.

Assignment of claims or granting security over claims   is often used by companies to obtain liquidity and have access to financing, such as factoring, secured loans or securitisation. Banks and companies more generally also use the assignment of claims to optimise the use of their capital (in other words, 'freeing up capital'), in particular by means of “true sale” securitisation transactions.

At the moment, the law applicable to the contractual relationship between the assignor (the original creditor) and assignee (the creditor of the claim after the assignment) as well as the effects of the assignment on the relationship between the assignee and the debtor is already determined in a uniform way by the Rome I Regulation: the national law that governs the assigned claim. ( 2 )

However, no conflict of laws rules have to date been adopted at a EU level on the law that should govern the third-party effects of assignment of or security over claims. The third-party effects relate to who has ownership rights over a claim, especially to: (i) which requirements must be fulfilled by the assignee to ensure that he acquires legal title over the claim as a consequence the assignment; and (ii) how to resolve priority conflicts between the assignee and third parties, e.g. (a) in case  a claim has been assigned twice (whether by accident or on purpose); or (b) when facing the assignor’s creditors in case of insolvency of the assignor.

Currently these issues must be resolved by national conflict of law rules on third-party effects of assignment of claims at a Member State level. The Member States have conflict rules that diverge substantially: e.g. the law governing the assigned/pledged claim, the law governing the assignment/pledge contract or the law of the habitual residence of the assignor/pledgor. The inconsistency in these rules often results in uncertainty as to which law parties need to comply with to achieve the desired third-party effects of the assignment. Courts in different Member States may thus arrive at different results as to the law that is to be applied and possibly thereby apply different and potentially conflicting formal requirements to recognise third-party effectiveness. The impact of the uncertainty and the risk of unhelpful outcomes in potential litigation or insolvency proceedings is further enhanced by the diversity of transactions and situations where an assignment of claims is used. In practice assignments can be effected by way of sale or for collateralisation, can apply to one or a limited number of related claims or to a large portfolio (e.g. securitisation or intra-group factoring) and may involve a wide range of different types of claims (invoices, loan receivables, bank account receivables, claims arising from financial instruments or securities, future claims). In many cases three jurisdictions may be involved, i.e. where each of the assignor, the assignee and the debtor of the claim are resident in different jurisdictions (not necessarily all Member-States). Many more jurisdictions may be involved if multiple claims are assigned with debtors resident in different jurisdictions. Finally, for many larger or regulated financial transactions where the assignment of claims is a key feature (e.g. multi-jurisdictional trade receivables purchase programmes, securitisation, capital relief transactions) formal legal opinions are often required to confirm the third party effects of the assignments.

The Regulation wants to reduce this type of uncertainty and complexity through the adoption of EU wide, uniform conflict of laws rules on the third-party effects of assignment of claims. Below, we will discuss the most important provisions of the Regulation.

Article 1 – Scope

Article 1 (1) stipulates that the Regulation applies, in situations involving a conflict of laws, to the third-party effects of assignments of claims in civil and commercial matters. It takes into account the scope of the Rome I Regulation. Article 1 (2) excludes certain assignments from the scope of the Regulation, to a great extent similar to the obligations excluded from the scope of the Rome I Regulation.

Article 2 – Definitions

The Regulation defines the term "claim" as 'the right to claim a debt of whatever nature, whether monetary or non-monetary, and whether resulting from a contractual or a non-contractual obligation'. According to the EC, the definition is a codification of the general understanding of what a claim is under the Rome I Regulation.

The Regulation extends to 'traditional claims' (i.e. arising from a contractual relationship), 'financial claims' (i.e. arising from derivative contracts), and 'cash credited to a credit institution' (i.e. cash standing to bank accounts). It does not cover the transfer or novation of contracts (whereby both the rights and the obligations under a contract are transferred) nor the trading in financial instruments and the clearing and settlement of these instruments.

The Regulation defines the term 'habitual residence" for companies and other bodies, corporate or unincorporated as 'the place of central administration; for an individual acting in the course of his business activity, his principal place of business'. The explanatory memorandum to the Regulation mentions that this definition is line with and will generally coincide with the concept of the 'centre of main interest' (COMI) used in the Insolvency Regulation. ( 3 )

Article 3 – Universal application

The Regulation has universal application, meaning that the national law designated as the applicable law can be either the laws of a Member State or those of a third country. More generally, it will apply where the assignment is connected with one or more jurisdictions that are not Member States.

Article 4 – Applicable law

The general rule is set out in article 4 (1): the law that governs the third-party effects of assignments of claims is the law of the country where the assignor has its habitual residence at the relevant time. Article 4 (1) also addresses the issue of 'conflit mobile', by stipulating that in case of a change in habitual residence between two assignments of the same claim, the relevant time will be the moment on which the first of the two assignments becomes effective.

Conflicts regarding priority between assignees/pledgees and third parties (in particular creditors of the assignor/pledgor) will typically arise in an insolvency of the assignor/pledgor.

Article 4 (2) provides for three exceptions: (i) for claims arising from financial instruments ( 4 ), the law of the assigned claim; (ii) for cash credited to an account in a credit institution, the law of the assigned claim; and (iii) for securitisations ( 5 ), an option to choose the law of the assigned claim instead of the law of the habitual assignor’s residence. The motivation for each of these exceptions is summarily set out in the explanatory memorandum. The reason given for cash credited to a bank account, is that in today's market practice it is generally assumed that the claim is governed by the law of the country where the credit institution is based. For financial claims arising from financial instruments, it is assumed that the governing law should be the same as the law governing the underlying contract, because having a uniform governing law for all aspects of such complex contracts, is deemed necessary to preserve the stability and functioning of the financial markets.

Article 5 – Scope of the applicable law

The Regulation determines the term "third-party effects" as 'proprietary effects, that is, the right of the assignee to assert his legal title over a claim assigned to him towards other assignees or beneficiaries of the same or functionally equivalent claim, creditors of the assignor and other third parties'.

Article 5 of the Regulation further sets out the scope of the "third-party effects" in an non-exhaustive list. The two main topics in order to determine whether the assignee has acquired title are (i) the effectiveness against third parties other than the debtor (in particular which formalities might be required to achieve effectiveness) and (ii) priority issues, including priority between an assignee and another beneficiary of the same claim, also where the claim was subject to a novation or transfer of contract.

Article 6 and 7 – Overriding mandatory provisions and public policy

The Regulation provides for an exception for overriding mandatory provisions of law and a public policy exception, similar to the ones found in the Rome I Regulation.

Observations

Habitual residence vs. COMI

The general rule as set out in the Regulation is that the law of the country where the assignor has its habitual residence governs the third-party effects of assignments of claims. By choosing the habitual residence as the relevant factor for its conflict of laws rule, the Regulation seeks consistency with the approach taken in the Insolvency Regulation (COMI) and by doing so in addition could achieve further alignment of EU legislation. This alignment would facilitate the predictability of the outcome of assignment transactions and the resolution of cross border insolvencies. However, the definitions are not fully aligned. In addition, the presumption that the habitual residence of a corporate debtor is that of its registered office – as is the case for determining the COMI – is not included in the Regulation. This will potentially lead to conflicts in the future where a person's habitual residence differs from its COMI.

Syndication

With respect to syndication, the proposal notes that if a lender assigns its participation in a loan made to a borrower, the third-party effects of an assignment by a lender of his share will be governed by the lenders' habitual residence. Consequently, if lenders in a syndicate have different habitual residences, various laws could apply to the assignment of participations of the syndicated loan. Whilst trades in the secondary market are often done by way of novation or transfer of contracts, a transfer by way of assignment is also frequently used. The Regulation could therefore have an effect on the trading in syndicated loans on the secondary market as market participants may have to deal with various governing laws, depending on the habitual residence of the relevant lender. It would perhaps have been appropriate to include an exemption for syndicated loans, similar to the exemption made under the Regulation with respect to securitisation transactions.

Bank accounts

The Regulation includes an exemption for assignment of bank account claims  by providing that the law applicable to the assigned claim shall govern the third-party effects of an assignment. In practice this means the governing law of the bank account agreement between the bank and its customer. Where for this special type of claim this solution is certainly to be preferred over the choice for the habitual residence, it would have been better and more logical to align this exception with article 4 (4) of the EAPO Regulation ( 6 ) by making the third-party effects of such assignment subject to the law of the Member State in which the bank account is maintained and which in most cases can simply be determined by the IBAN of the relevant account pursuant to the EAPO Regulation. This would also constitute an important alignment of EU law for dealing with conflicts between different proprietary entitlements (assignments, security interests, freezing orders, trusts) in relation to bank accounts.

Financial instruments

The particular nature of financial instruments and their role in financial markets does seem to warrant particular treatment. However, for such instruments there is a strong market practice to select English or New York law as their governing law. The new conflict of laws rule will thus risk to impose additional costs on EU assignors outside the UK (or NY) to make sure their assignments comply with these foreign systems of law (including adequate English or NY law advice and legal opinions).

Overriding mandatory provisions

The Regulation aims to harmonise the conflict of laws rules, in particular the requirements to ensure the effectiveness of the assignment/pledge such as registration or publication requirements. However, in the explanatory notes on article 6, the registration of the assignment in a public register is mentioned as an example of overriding mandatory principles. This leads to uncertainty as based on this provision, there may still be additional requirements in other jurisdictions other than the jurisdiction where the assignor/pledgor has its habitual residence. It would have been helpful if the Regulation would have explicitly excluded registration or publication requirements in other jurisdictions ( 7 ). The aim of creating legal certainty is therefore not sufficiently achieved.

Dutch/Belgian observations

From a Dutch law perspective, the coming into effect of the Regulation would mean a departure of its current conflict of laws rules based on the law governing the assignment contract. The choice for the habitual residence is consistent with the current Belgian conflict of laws rule, which has since its introduction in 2004 received a lot of praise, in particular in view of the fact that Belgium has a very open economy (many debtors abroad and many different laws governing claims).

The harmonisation of conflict of laws rules adopted at a EU level on the law applicable to the third-party effects of assignment of claims is desirable and required in order to increase legal certainty and reduce costs for cross-border financing .

Assignments of or security over claims by their nature involve tri-lateral relationships (assignor/pledgor, assignee/pledgee, debtor) and often even more jurisdictions due to different debtors being resident in different jurisdictions. Finding conflict rules that always satisfy the different (private or national) interests is clearly impossible, although the Regulation has important merits. One must wonder whether it would not be a more effective approach not to focus on conflict of laws, but to follow the highly successful example of the full harmonisation approach of the EU financial collateral directive. ( 8 )

[1] Proposal for a Regulation of the European Parliament and of the Council on the law applicable to the third-party effects of assignments of claims ( COM/2018/096 final - 2018/044 (COD)) .

[2] Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I Regulation), in particular article 14.

[3] Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (Insolvency Regulation).  

[4] As such term is defined in Section C, Annex I of the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, OJ L 173, 12.6.2014, p. 349–496, i.e. including derivatives and securities traded on financial markets.

[5] Unfortunately the term “securitisation” is not defined in the Regulation, whereas a number of definitions are used in other EU (financial) legislation.

[6] Regulation (EU) No 655/2014 of the European Parliament and of the council of 15 May 2014 establishing a European Account Preservation Order procedure to facilitate cross-border debt recovery in civil and commercial matters (EAPO Regulation).

[7] Article 6 could e.g. result in mandatory rules of the forum of the jurisdiction of the debtor being applied, also for assignments where a large number of debtors in a large number of jurisdictions would be involved.

[8] Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral arrangements.

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Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on the law applicable to the third-party effects of assignments of claims - Outcome of the European Parliament's first reading, (Strasbourg, 11 to 14 February 2019) - Main contents

Kerngegevens, more information.

Council of the European Union

Brussels, 20 February 2019 (OR. en)

Interinstitutional File: 2018/0044(COD)  i

CODEC 347 JUSTCIV 42 ECOFIN 133 EJUSTICE 16 COMPET 118 IA 47 PE 31

INFORMATION NOTE

From: General Secretariat of the Council

To: Permanent Representatives Committee/Council

Subject: Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND

OF THE COUNCIL on the law applicable to the third-party effects of assignments of claims

(Strasbourg, 11 to 14 February 2019)

  • I.   INTRODUCTION

The rapporteur, Pavel SVOBODA (EPP, CZ), presented a report on the proposal for a Regulation

on behalf of the Committee on Legal Affairs. The report contained 24 amendments (No 1-24) to the

proposal. No other amendments were tabled.

When it voted on 13 February 2019, the plenary adopted amendments No 1 to 24 to the proposal for

a Regulation.

The Commission's proposal as thus amended constitutes the Parliament's first-reading position

which is contained in its legislative resolution as set out in the Annex hereto 1 .

1 The version of the Parliament's position in the legislative resolution has been marked up to indicate the changes made by the amendments to the Commission's proposal. Additions to the Commission's text are highlighted in bold and italics. The symbol " ▌" indicates deleted text.

Law applicable to the third-party effects of assignments of claims ***I

European Parliament legislative resolution of 13 February 2019 on the proposal for a regulation of the European Parliament and of the Council on the law applicable to the third party effects of assignments of claims ( COM(2018)0096  i – C8-0109/2018 – 2018/0044(COD)  i )

(Ordinary legislative procedure: first reading)

The European Parliament ,

– having regard to the Commission proposal to Parliament and the Council ( COM(2018)0096  i ),

– having regard to Article 294(2) and Article 81(2) of the Treaty on the Functioning of the

European Union, pursuant to which the Commission submitted the proposal to Parliament (C8-0109/2018),

– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

– having regard to the opinion of the European Central Bank of 18 July 2018 2 ,

– having regard to the opinion of the European Economic and Social Committee of 11 July

– having regard to Rule 59 of its Rules of Procedure,

– having regard to the report of the Committee on Legal Affairs (A8-0261/2018),

  • 1.  Adopts its position at first reading hereinafter set out;
  • 2.  Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;
  • 3.  Instructs its President to forward its position to the Council, the Commission and the national parliaments.

2 OJ C 303, 29.8.2018, p. 2.

3 OJ C 367, 10.10.2018, p. 50.

Amendment 1

Proposal for a regulation

Text proposed by the Commission Amendment

  • (3)  The proper functioning of the (3) The proper functioning of the internal market requires , in order to internal market requires - in order to improve the predictability of the outcome improve the predictability of the outcome of litigation, certainty as to the law of litigation, legal certainty as to the law applicable and the free movement of applicable and the free movement and judgments , for the conflict of law rules in recognition of judgments - for the conflict the Member States to designate as the of law rules in the Member States to applicable law the same national law designate as the applicable law the same irrespective of the Member State of the national law irrespective of the Member court in which an action is brought. State of the court in which an action is brought.

Amendment 2

  • (11)  Conflict of laws rules governing the (11) No harmonised set of rules on the

third-party (or proprietary) effects of conflict of laws governing the third-party

assignments of claims do not currently effects of assignments of claims currently

exist at Union level. These conflict of laws exist at Union level. These conflict of laws

rules are laid down at Member State level, rules are laid down at Member State level,

but they are inconsistent and often unclear. but they are inconsistent - being based on

In cross-border assignments of claims, the different connecting factors to determine

inconsistency of national conflict of laws the applicable law - and therefore unclear ,

rules leads to legal uncertainty as to which especially in those countries where such

law applies to the third-party effects of the rules are not governed by separate

assignments. The lack of legal certainty legislative provisions . In cross-border

creates a legal risk in cross-border assignments of claims, the inconsistency of

assignments of claims which does not exist national conflict of laws rules leads to legal

in domestic assignments as different uncertainty as to which law applies to the

national substantive rules may be applied third-party effects of the assignments. The

depending on the Member State whose lack of legal certainty creates a legal risk in

courts or authorities assess a dispute as to cross-border assignments of claims which

the legal title over the claims. does not exist in domestic assignments as

different national substantive rules may be

applied depending on the Member State

whose courts or authorities assess a dispute

as to the legal title over the claims ;

implicitly, the outcome of a priority

conflict as to who owns a claim further to

a cross-border assignment will vary,

depending on the national law applied .

Amendment 3

  • (12)  If assignees are not aware of the legal (12) If assignees are not aware of the legal

risk or choose to ignore it, they may face risk or choose to ignore it, they may face

unexpected financial losses. Uncertainty unexpected financial losses. Uncertainty

about who has legal title over the claims about who has legal title over the claims

assigned on a cross-border basis can have assigned on a cross-border basis can have

knock-on effects and deepen and prolong knock-on effects and deepen and prolong

the impact of a financial crisis. If assignees the impact of a financial crisis. If assignees

decide to mitigate the legal risk by seeking decide to mitigate the legal risk by seeking

specific legal advice, they will incur higher specific legal advice, they will incur higher

transaction costs not required for domestic transaction costs not required for domestic

assignments. If assignees are deterred by assignments.

the legal risk and choose to avoid it, they

may forego business opportunities and

market integration may be reduced.

Amendment 4

Recital 12 a (new)

(12a) This legal risk can also act as a deterrent. Assignees and assignors may choose to avoid it, thereby allowing business opportunities to pass. This lack of clarity does not therefore appear to be in line with the objective of market integration and the principle of free movement of capital enshrined in Articles 63 to 66 Treaty on the Functioning of the European Union.

Amendment 5

  • (13)  The objective of this Regulation is to (13) The objective of this Regulation is to

provide legal certainty by laying down provide legal certainty by laying down

common conflict of laws rules designating common conflict of laws rules designating

which national law applies to the thirdwhich national law applies to the thirdparty

effects of assignments of claims. party effects of assignments of

claims , increasing cross-border claims

transactions, so as to encourage cross border

investment in the Union and

facilitate access to finance for firms -

including small and medium-sized

enterprises (SMEs) - and consumers .

Amendment 6

Recital 14 a (new)

(14a) This Regulation is not intended to alter the provisions of Regulation (EC) No 593/2008 regarding the proprietary effect of a voluntary assignment as between assignor and assignee or as between assignee and debtor.

Amendment 7

  • (15)  The conflict of laws rules laid down (15) The conflict of laws rules laid down in this Regulation should govern the in this Regulation should govern the effects proprietary effects of assignments of of assignments of claims in respect of third claims as between all parties involved in parties, for example, a creditor of the the assignment (that is, between the assignor , excluding the debtor . assignor and the assignee and between the assignee and the debtor) as well as in respect of third parties (for example, a creditor of the assignor).

Amendment 8

  • (16)  The claims covered by this (16) The claims covered by this Regulation are trade receivables, claims Regulation include trade receivables, arising from financial instruments as claims arising from financial instruments defined in Directive 2014/65  i /EU on as defined in Directive 2014/65  i /EU of the

markets in financial instruments 44 and cash European Parliament and of the

credited to an account in a credit Council 44 and cash credited to an account institution. Financial instruments as in a credit institution. Financial instruments defined in Directive 2014/65  i /EU include as defined in Directive 2014/65  i /EU include securities and derivatives traded on securities and derivatives traded on financial markets. While securities are financial markets. While securities are assets, derivatives are contracts which assets, derivatives are contracts which include both rights (or claims) and include both rights (or claims) and obligations for the parties to the contract. obligations for the parties to the contract.

___________________ ___________________

44 Directive 2014/65  i /EU of the European 44 Directive 2014/65  i /EU of the European

Parliament and of the Council of 15 May Parliament and of the Council of 15 May 2014 on markets in financial instruments 2014 on markets in financial instruments and amending Directive 2002/92/EC  i and and amending Directive 2002/92/EC  i and Directive 2011/61  i /EU, OJ L 173, Directive 2011/61  i /EU (OJ L 173, 12.6.2014, p. 349–496. 12.6.2014, p. 349).

Amendment 9

  • (17)  This Regulation concerns the third(17) This Regulation concerns the thirdparty effects of the assignment of claims. It party effects of the assignment of claims. does not cover the transfer of the contracts In particular, it covers the transfer of the (such as derivative contracts), in which contracts (such as derivative contracts), in both rights (or claims) and obligations are which both rights (or claims) and included, or the novation of contracts obligations are included, or the novation of including such rights and obligations. As contracts including such rights and this Regulation does not cover the obligations. transfer or the novation of contracts, trading in financial instruments, as well as the clearing and the settlement of these instruments, will continue to be governed by the law applicable to contractual obligations as laid down in the Rome I Regulation. This law is normally chosen by the parties to the contract or is designated by non-discretionary rules applicable to financial markets.

Amendment 10

  • (18)  Matters governed by the Financial (18) Matters governed by Directive

Collateral Directive 44 , the Settlement 2002/47/EC of the European Parliament Finality Directive 45 , the Winding-Up and of the Council 44 , Directive 98/26/EC  i Directive 46 and the Registry of the European Parliament and of the Regulation 47 should not be affected by this Council 45 , Directive 2001/24/EC  i of the

Regulation. European Parliament and of the Council 46 and Commission Regulation (EU) No 389/201 3 47 should not be affected by this Regulation , since the scope of the conflict of laws rules contained in this Regulation and that of the conflict of laws rules contained in those three Directives do not therefore overlap .

_________________ _________________

44 Directive 2002/47/EC  i of the European 44 Directive 2002/47/EC  i of the European

Parliament and of the Council of 6 June Parliament and of the Council of 6 June 2002 on financial collateral arrangements, 2002 on financial collateral arrangements OJ L 168, 27.6.2002 , p. 43 –50 . ( OJ L 168, 27.6.2002, p. 43 ) .

45 Directive 98/26/EC  i of the European 45 Directive 98/26/EC  i of the European Parliament and of the Council of 19 May Parliament and of the Council of 19 May 1998 on settlement finality in payment and 1998 on settlement finality in payment and securities settlement systems , OJ L 166, securities settlement systems ( OJ L 166, 11.6.1998, p. 45 –50 . 11.6.1998, p. 45 ) .

46 Directive 2001/24/EC  i of the European 46 Directive 2001/24/EC  i of the European

Parliament and of the Council of 4 April Parliament and of the Council of 4 April 2001 on the reorganisation and winding up 2001 on the reorganisation and winding up of credit institutions , OJ L 125, 5.5.2001, of credit institutions ( OJ L 125, 5.5.2001, p. 15 –23 . p. 15).

47 Commission Regulation (EU) No 47 Commission Regulation (EU) No 389/2013  i of 2 May 2013 establishing a 389/2013 of 2 May 2013 establishing a Union Registry pursuant to Directive Union Registry pursuant to Directive 2003/87/EC  i of the European Parliament 2003/87/EC of the European Parliament and of the Council, Decisions No and of the Council, Decisions No 280/2004/EC and No 406/2009/EC of the 280/2004/EC and No 406/2009/EC of the European Parliament and of the Council European Parliament and of the Council and repealing Commission Regulations and repealing Commission Regulations (EU) No 920/2010  i and No 1193/2011, OJ (EU) No 920/2010  i and No 1193/2011 ( OJ L 122, 3.5.2013 , p. 1–59. L 122, 3.5.2013, p. 1 ) .

Amendment 11

  • (25)  In accordance with market practice (25) In accordance with market practice and the needs of market participants, the and the needs of market participants, the third-party effects of certain assignments of third-party effects of certain assignments of claims should, as an exception, be claims should, as an exception, be governed by the law of the assigned claim, governed by the law of the assigned claim, that is, the law that governs the initial that is, the law that governs the initial contract between the creditor and the contract between the creditor and the debtor from which the claim arises . debtor which gives rise to the claim.

Amendment 12

  • (28)   Flexibility should be provided in the deleted determination of the law applicable to the third-party effects of assignments of claims in the context of a securitisation in order to cater for the needs of all securitisers and facilitate the expansion of the cross-border securitisation market to smaller operators. Whilst the law of the assignor’s habitual residence should apply as the default rule to the third-party effects of assignments of claims in the context of a securitisation, the assignor (originator) and the assignee (special purpose vehicle) should be able to choose that the law of the assigned claim should apply to the third-party effects of the assignment of claims. The assignor and the assignee should be able to decide that the third-party effects of the assignment of claims in the context of a securitisation should remain subject to the general rule of the assignor’s habitual residence or to choose the law of the assigned claim in function of the structure and characteristics of the transaction, for example the number and location of the originators and the number of laws which govern the assigned claims.

Amendment 13

Text proposed by the Commission Amendment (29) Priority conflicts between assignees (29) Priority conflicts between assignees of the same claim may arise where the of the same claim may arise where the third-party effects of the assignment have third-party effects of the assignment have been subject to the law of the assignor’s been subject to the law of the assignor’s habitual residence in one assignment and to habitual residence in one assignment and to the law of the assigned claim in another the law of the assigned claim in another assignment. In such cases, the law assignment. In such cases, the law applicable to resolve the priority conflict applicable to resolve the priority conflict should be the law applicable to the thirdshould be the law applicable to the thirdparty effects of the assignment of the claim party effects of the assignment of the claim which has first become effective against which has first become effective against third parties under its applicable law. third parties under its applicable law.

Where both assignments of claims become

effective against third parties at the same

time, the law of the assignor’s habitual

residence should prevail.

Amendment 14

  • (30)  The scope of the national law (30) The scope of the national law designated by this Regulation as the law designated by this Regulation as the law applicable to the third-party effects of an applicable to the third-party effects of an assignment of claims should be uniform. assignment of claims should be uniform. The national law designated as applicable The national law designated as applicable should govern in particular (i) the should govern in particular (i) the effectiveness of the assignment against effectiveness of the assignment against third parties, that is, the steps that need to third parties, that is, the steps and be taken by the assignee in order to ensure procedures that need to be followed by the that he acquires legal title over the assigned assignee in order to ensure that he acquires claim (for example, registering the legal title over the assigned claim (for assignment with a public authority or example, registering the assignment with a registry, or notifying the debtor in writing public authority or registry, or notifying the of the assignment); and (ii) priority issues, debtor in writing of the assignment); and that is, conflicts between several claimants (ii) priority issues, that is, the resolution of as to who has title over the claim (for conflicts between several claimants as to example, between two assignees where the who has title over the claim following a same claim has been assigned twice, or cross-border assignment (for example, between an assignee and a creditor of the between two assignees where the same assignor). claim has been assigned twice, or between an assignee and a creditor of the assignor).

Amendment 15

  • (34)  This Regulation respects the (34) This Regulation respects the fundamental rights and observes the fundamental rights and observes the principles recognised in the Charter of principles recognised in the Charter of Fundamental Rights of the European Fundamental Rights of the European Union. In particular, this Regulation seeks Union. In particular, this Regulation seeks to promote the application of Articles 17 to promote the application of Articles 17 and 47 concerning, respectively, the right and 47 concerning, respectively, the right to property and the right to an effective to property and the right to an effective remedy and to a fair trial. remedy and to a fair trial , as well as Article 16 concerning the freedom to conduct a business .

Amendment 16

Article 1 – paragraph 1 – subparagraph 1

This Regulation shall apply, in situations This Regulation shall apply, in situations

involving a conflict of laws, to the thirdinvolving a conflict of laws, to the thirdparty

effects of assignments of claims in party effects of assignments of claims in

civil and commercial matters. civil and commercial matters other than

third-party effects to the debtor of the

claim assigned.

Amendment 17

Article 1 – paragraph 1 a (new)

1a. This Regulation is without prejudice to Union and national law on consumer protection.

Amendment 18

Article 1 – paragraph 2 – point b

(b) assignment of claims arising from (b) assignment of claims arising from matrimonial property regimes, property matrimonial property regimes, property regimes of relationships deemed by the law regimes of relationships deemed by the law applicable to such relationships to have applicable to such relationships to have comparable effects to marriage , and wills comparable effects to marriage including and succession; registered partnerships, wills and succession;

Amendment 19

Article 1 – paragraph 2 – point f a (new)

(fa) assignment of claims in the course of a collective proceeding under Regulation (EU) 2015/848.

Amendment 20

Article 2 – paragraph 1 – point e

(e) 'third-party effects' means (e) 'third-party effects' means the right of

proprietary effects, that is, the right of the the assignee to assert his legal title over a

assignee to assert his legal title over a claim assigned to him towards other

claim assigned to him towards other assignees or beneficiaries of the same or

assignees or beneficiaries of the same or functionally equivalent claim, creditors of

functionally equivalent claim, creditors of the assignor and other third parties,

the assignor and other third parties; excluding the debtor ;

Amendment 21

Article 2 – paragraph 1 – point h

(h) ‘cash’ means money credited to an deleted account in a credit institution in any currency;

Amendment 22

Article 4 Article 4

Applicable law Applicable law

  • 1.  Unless otherwise provided for in this 1. Unless otherwise provided for in this Article, the third-party effects of an Article, the third-party effects of an assignment of claims shall be governed by assignment of claims shall be governed by the law of the country in which the the law of the country in which the assignor has its habitual residence at the assignor has its habitual residence at the material time. time of the conclusion of the assignment contract .

Where the assignor has changed its Where the assignor has changed its habitual residence between two habitual residence between two assignments of the same claim to different assignments of the same claim to different assignees, the priority of the right of an assignees, the priority of the right of an assignee over the right of another assignee assignee over the right of another assignee shall be governed by the law of the shall be governed by the law of the habitual residence of the assignor at the habitual residence of the assignor at the time of the assignment which first became time of the assignment which first became effective against third parties under the law effective against other third parties under designated as applicable pursuant to the the law designated as applicable pursuant first subparagraph. to the first subparagraph.

  • 2.  The law applicable to the assigned 2. Notwithstanding paragraph 1 of this

claim shall govern the third-party effects of Article, the law applicable to the assigned

the assignment of: claim shall govern the third-party effects of

the assignment of:

(a) cash credited to an account in a (a) money credited to an account in a credit institution; credit institution;

(b) claims arising from a financial (b) claims arising from financial instrument . instruments .

  • 3.   The assignor and the assignee may choose the law applicable to the assigned claim as the law applicable to the third party effects of an assignment of claims in view of a securitisation.

The choice of law shall be made expressly in the assignment contract or by a separate agreement. The substantive and formal validity of the act whereby the choice of law was made shall be governed by the chosen law.

  • 4.  A priority conflict between assignees 4. A priority conflict between assignees

of the same claim where the third-party of the same claim where the third-party

effects of one of the assignments are effects of one of the assignments are

governed by the law of the country in governed by the law of the country in

which the assignor has its habitual which the assignor has its habitual

residence and the third-party effects of residence and the third-party effects of

other assignments are governed by the law other assignments are governed by the law

of the assigned claim shall be governed by of the assigned claim shall be governed by

the law applicable to the third-party effects the law applicable to the third-party effects

of the assignment of the claim which first of the assignment of the claim which first

became effective against third parties under became effective against third parties under

its applicable law. its applicable law. Where both

assignments become effective against

third parties at the same time, the law of

the country in which the assignor’s

habitual residence is situated shall

Amendment 23

Article 6 – paragraph 2 a (new)

2a. Effect shall be given to the overriding mandatory provisions of the law of the Member State where the assignment has to be or has been performed, insofar as those overriding mandatory provisions render the performance of the assignment contract unlawful.

Amendment 24

Article 14 – paragraph 2

  • 2.  The law applicable pursuant to this 2. The law applicable pursuant to this

Regulation shall determine whether the Regulation shall determine whether the

rights of a third party in respect of a claim rights of a third party in respect of a claim

assigned after the date of application of this assigned after the date of application of this

Regulation have priority over the rights of Regulation have priority over the rights of

another third person acquired before this another third person acquired before this

Regulation becomes applicable. Regulation becomes applicable. In the

case of competing claims based on

assignments, the law applicable pursuant

to this Regulation shall determine the

rights of the respective assignees, solely in

respect of assignments concluded after ...

[the date of application of this

Regulation].

  • original article: 'Proposal for a REGULATION OF THE EUROPEAN PARLIAME...'
  • COM(2018)96 - Law applicable to the third-party effects of assignments of claims

The EU Monitor enables its users to keep track of the European process of lawmaking, focusing on the relevant dossiers. It automatically signals developments in your chosen topics of interest. If you are a registered user you can login. Apologies to unregistered users, we can no longer add new users.This service will discontinue in the near future.

A newsletter briefing on the health-care policy debate in Washington.

U.S. launches probe into organ collection organizations

assignment of claims proposal

with research by McKenzie Beard

Good morning, and happy Monday. Today’s top story comes from a trio of Washington Post reporters: Lenny Bernstein , an indomitable journalist who retired from The Washington Post in December after a 23-year tenure, returns to your inboxes today to deliver a scoop with colleagues Mark Johnson and Lisa Rein . Not a subscriber? Sign up here .

Today’s edition: Many congressional Republicans who have come out in support of fertility treatments co-sponsor a bill protecting life “at conception.” Details on California Gov. Gavin Newsom’s (D) latest foray into red-state abortion politics. But first …

Federal authorities have launched a wide-ranging investigation of the nonprofit organizations that collect organs for transplant in the United States, according to six people familiar with the inquiry. 

The probe is seeking to determine whether organ procurement organizations (OPOs) in at least five states have been overbilling the government for their costs, among other concerns. Notably, U.S. attorneys and investigators from the Department of Health and Human Services , alongside the inspector general's office of the Department of Veterans Affairs , are spearheading the effort.

The investigation has been underway for at least several months, but recent developments indicate the probe is intensifying. In a significant move, investigators from the VA inspector general were “dispatched” to the offices and homes of 10 chief executives of organ procurement organizations at the beginning of February “as part of an inquiry,” according to a notice that Steve Miller , chief executive of the Association of Organ Procurement Organizations , sent to his membership.

Serious deficiencies in the nationwide organ transplant system have been the subject of increasing government scrutiny in recent years. But an investigation led by federal prosecutors — which carries the possibility of criminal charges — could be the gravest threat yet to the status quo in the troubled, multibillion-dollar organ transplant industry.

The Association of Organ Procurement Organizations “is aware the Department of Veterans Affairs Office of the Inspector General has made inquiries of some OPOs,” Jenny Daigle , a spokeswoman for the trade association, said in an email. She added that the association hasn’t been contacted by the agency.

A closer look 

The nation’s 56 OPOs play a pivotal role in collecting organs, mainly kidneys, from deceased donors in hospitals and facilitating their transportation to the 250 U.S. medical centers that perform transplants. Each organization holds a government-backed monopoly over a designated area of the country.

Some groups have failed for years to collect enough organs to meet demand, yet none have been decertified by the Centers for Medicare and Medicaid Services — though this may soon change. New benchmarks set by the agency will allow it to weed out poor performers starting in 2026. 

Financially, transplant centers cover certain costs of OPOs, and Medicare reimburses them for additional expenses they say they have incurred for activities like organ acquisition and transportation. Transplant centers are then reimbursed by both public and private payers, depending on the patient.

A primary thrust of the investigation appears to be whether any of the nonprofits have violated the federal False Claims Act by knowingly billing the federal government for unallowable costs. Additionally, investigators are delving into allegations of kickbacks within the closely knit and lightly regulated realm of U.S. medical procurement.

The probe is also examining whether six organ procurement organizations have engaged in fraudulent billing practices targeting both VA and Medicare.

“Organ procurement executives have acted with complete impunity for decades,” said Greg Segal , co-founder of Organize , an activist group that seeks widespread reform of the transplant industry. “They should not be above the law.”

You can read Lenny, Mark and Lisa’s full report here . 

Reproductive wars

Republicans who say they support ivf backed a bill protecting life ‘at conception’.

Many of the congressional Republicans who have come out in support of in vitro fertilization since the Alabama Supreme Court ruled that frozen embryos are children and people can be held liable for destroying them have co-sponsored an abortion ban that echoes arguments made in the controversial decision, The Post’s Mariana Alfaro reports. 

The details: The congressional proposal, dubbed the Life at Conception Act , would define a “human being” as “each member of the species homo sapiens at all stages of life,” including fertilization or cloning. It would also extend equal protection under the 14th Amendment to the unborn. Notably, the bill has no carve-out for processes such as IVF, meaning access to the procedure would not be protected. 

The legislation is co-sponsored by 125 Republicans in the House , including Speaker Mike Johnson (R-La.), who, in the wake of the Alabama ruling, told The Post that he supports efforts to allow IVF treatments because he believes “the life of every single child has inestimable dignity and value.”

On our radar: Several lawmakers are now scrambling to introduce bills that would protect fertility treatments. Yet, Sen. Tammy Duckworth (D-Ill.), who utilized IVF to conceive her children, said yesterday that “not a single Republican” has spoken to her about a bill she introduced that would safeguard access to IVF and other assisted reproductive technology services nationwide. 

  • “ Let’s make it clear: Republicans will say whatever they need to say to try to cover themselves on this ,” Duckworth said on ABC News ’s “ This Week .” “Let’s see if they vote for it when we bring it to the floor.” 

In other news related to the Alabama Supreme Court ruling …

  • Alabama Attorney General Steve Marshall (R) has “ no intention ” of prosecuting IVF providers or families who use their services, according to his chief counsel, Katherine Robertson .
  • At least one major embryo shipping company has paused all activity in Alabama until there is more clarity around the decision, Sarah Kliff reports for the New York Times . 

Newsom escalates abortion rights push in red states

California Gov. Gavin Newsom (D) is kicking off an advertising campaign pushing back against Republican-led efforts to restrict out-of-state travel for abortions and other reproductive health care. 

The six-figure ad campaign and an online petition effort are set to launch today , beginning with a TV commercial targeting two bills under consideration in Tennessee. There, lawmakers are debating whether to make it a felony for an adult to help a minor get an abortion without parental consent, Newsom said yesterday on NBC News ’s “ Meet the Press .”

  • The effort is being paid for by Campaign for Democracy , a political action committee that Newsom launched last spring . 
  • The group plans to run similar ads in other states where travel bans are being considered , such as in Alabama, Mississippi and Oklahoma. 

Key context: This isn’t the first time Newsom has waded into red-state politics. The Democratic governor, who is widely viewed as a potential future White House contender, previously aired TV ads and billboards promoting California as an abortion sanctuary in states where the procedure is restricted. 

California Gov. Gavin Newsom (D): 

Republicans across the country are trying to ban women from traveling to seek reproductive care. pic.twitter.com/DWyqYDkAvf — Gavin Newsom (@GavinNewsom) February 25, 2024

Meanwhile, across the country …

In the District: The Justice Department said the D.C. government may be violating federal disability law by sending police rather than trained mental health responders to 911 calls for psychiatric emergencies, The Post’s Rachel Weiner reports. 

In Oregon: State officials will no longer require prescription drug companies to compile annual reports on price increases, a key provision of a transparency law enacted in 2018 that the pharmaceutical industry argued was unconstitutional, Ed Silverman reports for Stat . 

📅 Welcome back! The House and Senate are both in session this week.

What we’re watching: Congress has until Friday night to figure out how to extend federal finances to avert a partial government shutdown. Lawmakers will start the week under serious time constraints, after negotiations between House and Senate leaders slowed over the weekend because of disagreements about Republican policy demands. 

Remember, funding for 20 percent of the federal government, including the Food and Drug Administration , will lapse on March 2 without action. A deadline for the remaining 80 percent looms just a week later. 

On tap today: Health and Human Services Secretary Xavier Becerra will travel to Jackson, Miss., to tout the Biden administration’s progress toward expanding access to health care in rural areas as part of the president’s Investing in America tour, according to an announcement shared with The Health 202. 

On Wednesday: The Senate Budget Committee will hold a hearing on the economic impacts of restricting reproductive freedom; a Senate Armed Services subcommittee will hear testimony on traumatic brain injuries and blast exposure care. 

Meanwhile, at the agencies, independent advisers to the Centers for Disease Control and Prevention are expected to vote on whether vulnerable groups should again be offered the chance to get a coronavirus booster shot this spring, among other vaccine recommendations. 

On Thursday: A House Energy and Commerce subcommittee will consider legislative proposals to support patients with rare diseases. 

And at The Post, our colleagues will speak with FDA Commissioner Robert M. Califf and other experts in health care about the ongoing challenges around rare diseases. 

Health reads

Alabama embryo ruling may have devastating effect on cancer patients (By Sabrina Malhi | The Washington Post)

As Medicaid shrinks, clinics for the poor are trying to survive ( By Noah Weiland | The New York Times)

One of the last abortion doctors in Indiana (By Peter Slevin | The New Yorker)

Doctors can be the worst patients. And doctors? pic.twitter.com/LYKzAVeOl3 — DocSchmidt (@schmidt_doc) February 14, 2024

Thanks for reading! See you tomorrow.

assignment of claims proposal

IMAGES

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COMMENTS

  1. Assignment of claims

    Proposal for a Regulation on the law applicable to the third-party effects of assignments of claims English (283.33 KB - HTML) Download 12 MARCH 2018 Impact assessment Assignment of Claims English (1.79 MB - PDF)

  2. Assignment of Claims and Proprietary Effects: Overview of Doctrinal

    The Commission's proposal - for which it has made a strong case shared by this writer - is a 'mixed approach combining the law of the assignor's habitual ... - both those based on codifications and those based on judge-made rules - traditionally designed rules on the assignment of claims to a large extent with an emphasis on ...

  3. Assignments of claims: Council approves mandate for negotiations

    The assignment of a claim refers to a situation where a creditor transfers the right to claim a debt to another person in exchange for a payment. This system is used by companies, for instance, to obtain liquidity and access to credit.

  4. law applicable to third-party effects of assignments of claims: the UN

    Where, after making an assignment, the assignor moves its place of business or central administration to another State, and then makes a second assignment of the same claims, the question arises as to the law of which State governs the third-party effectiveness and priority of the assignments: the law of the State of the assignor's initial or ...

  5. Law applicable to the third-party effects of assignments of claims

    The assignment of a claim refers to a situation where a creditor (the assignor) transfers the right to claim a debt from the debtor to another person (the assignee) who then becomes a creditor vis-a-vis the debtor (replacing in this role the original creditor). This mechanism is used by companies to obtain liquidity and access credit.

  6. PDF Law applicable to the third-party effects of assignments of claims

    The assignment of a claim refers to a situation where a creditor (the assignor) transfers the right to claim a debt from the debtor to another person (the assignee) who then becomes a creditor vis-a-vis the debtor (replacing in this role the original creditor). This mechanism is used by companies to obtain liquidity and access credit.

  7. PDF Regulation on Assignments of Claims

    The proposal for a Regulation of the European Parliament and of the Council on the law applicable to the third-party effects of assignments of claims1 was presented by the Commission on 12 March 2018 based on Article 81(2) of the Treaty on the Functioning of the European Union and subject to the ordinary legislative procedure.

  8. (PDF) Assignment of Claims and Proprietary Effects: Overview of

    Assignment of Claims and Proprietary Effects: Overview of Doctrinal Debate and the EU Commission's Proposal CC BY Authors: Herbert Kronke Abstract Both the 1980 Rome Convention and the Rome I...

  9. Proposed EU assignment law regulation and its impact on receivables

    The latest text version of this proposal dates from 28 May 2021. As it did with the Rome 1 regulation, the European Commission has decided to regulate this matter by way of a regulation, which has direct effect in the member states. ... As a result, the assignment of claims resulting from the commodities contract or the loan will need to be ...

  10. Assignments of claims: Council approves mandate for negotiations

    The assignment of a claim refers to a situation where a creditor transfers the right to claim a debt to another person in exchange for a payment. This system is used by companies, for instance, to obtain liquidity and access to credit.

  11. Texts adopted

    The report concluded that a proposal of uniform rules regarding the third-party effects of assignment of claims would allow determining with legal certainty which national law should apply to the third-party effects of the assignment of claims, which would contribute to achieving greater legal certainty in cases of cross-border mobilisation of ...

  12. Council Amends Commission Proposal on the Law applicable to the ...

    Whereas the Commission proposal only included under this rule the assignment of cash accounts and claims arising from financial instrument, the Council General Approach also includes, in addition to others (e.g. e-money accounts or claims arising from crypto-assets), all claims arising out of a loan ("agreements whereby credit is granted in ...

  13. EUR-Lex

    The report concluded that a proposal of uniform rules regarding the third-party effects of assignment of claims would allow determining with legal certainty which national law should apply to the third-party effects of the assignment of claims, which would contribute to achieving greater legal certainty in cases of cross-border mobilisation of ...

  14. EU Council to Vote on Regulation on Third Party Effects of Assignment

    The text which should be adopted is an amended version of the 2018 proposal of the European Commission for a Regulation on the law applicable to the third-party effects of assignments of claims, which was adopted by the European Parliament in 2019 with 24 amendments. The main features of the new text are as follows. One of the most debated ...

  15. Subpart 32.8

    Under the Assignment of Claims Act, a contractor may assign moneys due or to become due under a contract if all the following conditions are met: (a) The contract specifies payments aggregating $1,000 or more. (b) The assignment is made to a bank, trust company, or other financing institution, including any Federal lending agency.

  16. Third-Party effects of the assignment of claims: new momentum from the

    6 Cf. the country reports in the Study on the question of effectiveness of an assignment or subrogation of a claim against third parties and the priority of the assigned or subrogated claim over a right of another person, Final Report prepared by the British Institute of International and Comparative Law ("BIICL-Study").

  17. PDF Assignment of Claims and Proprietary Effects: Overview of Doctrinal

    assignment of a claim against another person (the debtor) shall be governed by the law that applies to the contract between assignor and assignee under this Regulation. ... Proposal on the law applicable to the third-partyeffects of assignmentof claims (COM (2018) 89 final). 7. Explanatory Memorandum to the Proposal (n 6) 'Article 5: Scope of ...

  18. Securities and claims ownership

    In March 2018 the Commission proposed the adoption of common conflict-of-laws rules on the third-party effects of assignments of claims. The proposal complements the Rome I Regulation. It provides that, as a rule, the law of the country where the assignor has its habitual residence will govern the third-party effects of the assignment of claims.

  19. Carriages preview

    The assignment of a claim is a mechanism, allowing a creditor, the assignor, to transfer his right to claim a debt to another person, the assignee. This mechanism is used by companies to obtain liquidity (factoring), gain access to credit (collateralisation), or optimise the use of their capital (securitisation).

  20. Proposal of the EC of a Regulation on the law applicable to ...

    With respect to cross- border transactions in claims, the proposal of the EC consists of a draft Regulation on the law applicable to the third-party effects of an assignment of claims (the Regulation). It aims to reduce existing legal uncertainty through the adoption of EU wide, uniform conflict of laws rules, i.e. by providing EU wide uniform ...

  21. PDF Directorate-General for Justice and Consumers European Commission

    assignment of claims by promoting uniform conflict of laws rules throughout the European Union. Our specific points in relation to the proposal are as follows: 1. We support the approach taken by the Commission in the Claims Proposal, which we understand is intended to apply the law of the assigned claim to (a) cash credited to

  22. Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

    The assignor and the assignee should be able to decide that the third-party effects of the assignment of claims in the context of a securitisation should remain subject to the general rule of the assignor's habitual residence or to choose the law of the assigned claim in ... claim assigned. Amendment 17. Proposal for a regulation. Article 1 ...

  23. Law applicable to the third-par ty effects of assignments of claims ***I

    third-party effects of assignment of claims. However, Article 27(2) of that Regulation required the Commission to submit to the European Parliament, the Council and the European Economic and Social Committee a report on the ... a proposal to amend that Regulation and an assessment of the impact of the provisions to be introduced. (5) On 18 ...

  24. U.S. launches probe into organ collection organizations

    A primary thrust of the investigation appears to be whether any of the nonprofits have violated the federal False Claims Act by knowingly billing the federal government for unallowable costs.

  25. PMBC on Instagram: " Cross Platform Exclusive PRE-PUB DAY GIVEAWAY here

    4 likes, 18 comments - pelotonmomsbookclub on February 25, 2024: " Cross Platform Exclusive PRE-PUB DAY GIVEAWAY here and on IG We're so happy to give away f..."