2012 Fiscal Year Final Research Report
The gatekeeper's liability of credit rating agencies for disclosure under Securities codes -- the reform and the applicability to Japan's legal framework
| Project/Area Number |
23830111
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| Research Category |
Grant-in-Aid for Research Activity Start-up
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| Allocation Type | Single-year Grants |
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| Research Field |
Civil law
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| Research Institution | Osaka University of Economics and Law |
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Principal Investigator |
OSAWA Kazundo 大阪経済法科大学, 法学部, 准教授 (70613355)
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| Project Period (FY) |
2011 – 2012
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| Keywords | 1933 年証券法 / 発行開示(虚偽記載)責任 / structured finance products / デューディリジェンス / representations and warranty, credit rating / ipso facto clause andant-deprivation / swap and derivatives transactions |
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| Research Abstract |
Structured finance products is well-known to have played a key role to cause the credit market to collapse in and after 2007. The analysis focuses on the deficient rule and practice that excepted credit rating agencies from the disclosure liability and the historical background that developed the liability excuse therefor with respect to those debt securities. The liability excuse brought about dozens of lawsuits against credit rating agencies, with regard to which the cause of action is discussed. It also gives comparative analysis of enforceability of the ipso facto clause and anti-deprivation principle -- U.S. and U.K. law -- in events of bankruptcy occurring to the specially formed securities offering entity engaged in derivatives transactions that accord with the I.S.D.A. Master Agreement. The note discusses the likelihood of thehegatekeeper's liability reform and the manner of application to Japan's legal framework.
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