Country Writer: Gilles Saint Marc
assisted by Olivier Moriceau
securitization@gide.com

GIDE LOYRETTE NOUEL
Tel: +33 1 4075 3656
www.gide.com

MARKET STATEMENT

PDF FILE Links to "Modernising and securing the French
securitisation market: Recent Amendments to the French Securitisation Law" ARTICLE UPLOADED June 17,2003

Legal change to drive French securitisation market in 2003. ARTICLE UPLOADED April 8,2003

SECURITISATION LAWYERS AT THIS FIRM
 

FIRM PROFILE

Gide Loyrette Nouel is one of the most prestigious independent law firms in Europe. It is the leading international French firm with 82 partners and over 400 associates drawn from over 28 different nationalities. Operating out of 16 offices in 15 different countries world-wide, the Firm offers some of the most respected specialists in each of the various sectors of national and international business law.

The Firm has offices in Europe (Brussels, Bucharest, Budapest, Istanbul, London, Moscow, Paris, Prague and Warsaw), North America (New York), Asia (Beijing, Hanoi and Shanghai), the Middle East (Riyadh) and North Africa (Casablanca and Tunis).

Gide Loyrettte Nouel's commitment to quality and creativity enables it to provide each client with service tailored to its needs, regardless of its size, country of origin or area of business. It is one of the few law firms in France to offer legal assistance in all the principal areas of business law.

The firm works in close co-operation with governments, international organisations and international financial institutions and with leading law firms in the countries where it does not have offices.

SECURITISATION GROUP PROFILE

The securitisation group consists of 3 partners and 16 associates from the banking and finance department of Gide Loyrette Nouel. The group specialises in all types of asset-backed securities and defeasance transactions.

The group is involved in structuring all types of transactions including credit card and trade receivables, consumer loans, mortgage loans, local government loans, corporate financing, leasing, bonds, bad debt and property assets. The group has a substantial documentation practice, drafting and negotiating agreements and transactional documentation.

In addition, the group is involved in structuring complex transactions using securitisation mechanisms including non consolidated financing, credit derivatives, structured finance, project financing, real estate portfolios purchasing, perpetual bonds repackaging, banking activities transfers and tax driven structures. For certain specialist legal areas, the group draws on the expertise of its other departments (tax, corporate, real estate, etc.) as necessary.

The group maintains close relations with the relevant French authorities including the French Treasury, the Banque de France and the Commission des Op³rations de Bourse, and regularly advises these institutions of any legislative changes affecting securitisation transactions.

The group is recognised as the leader in the area of securitisation by rating agencies, arrangers and originators. Its practice is unique in terms of the number and size of the transactions it has structured and negotiated using both French domestic securitisation (fonds commun de creances) and offshore securitization.

The group was elected "Capital Markets Team of the Year" in 2001 by "Legal Business" and "Best Securitisation Team of the Year" in 2002 by "D³cideurs Juridiques & Financiers". The group has the strongest team of securitisation lawyers in Paris and includes some of the most respected authors on French securitisation.

Many of the lawyers of the securitisation group began their legal careers working in international banks or accounting firms. Almost all of the partners and associates of the group have been educated or trained in the United States or in the United Kingdom, or have practised law in one of these countries. All the lawyers are bilingual in French and English and some are multilingual (German, Italian, Spanish Dutch and Hindi). All documentation generated by the securitisation group can be drafted in French or English.

SECURITISATION MARKET STATEMENT

See below for any updates to this original article uploaded on September 2, 2002

France has one of the most advanced securitisation markets in Europe.

Over the course of the last few years, various legislative developments have taken place in France in order to meet the increasing demands of a growing investor base, financial institutions and private corporations.

The original French legislation on securitisation was implemented in 1988. This allowed credit institutions, insurance companies and the 'Caisse des d³pªts et consignations' (a public financial institution) to sell their receivables to a vehicle called the ïFonds Commun de Cr³ancesÍ or FCC (equivalent of the SPV), which would be financed by issuing units on the market.

In subsequent years the scope of this legislation was extended to allow an FCC to purchase any type of receivable, including future receivables, from commercial companies and denominated in any currency. There was also the creation of 'Umbrella FCC's' and the ability for an FCC to purchase new receivables and to issue securities from time to time. (See article below)

In addition to these domestic transactions under the 1988 legislation, some companies opt to set up their transactions offshore using ordinary French legal provisions. This method allows companies to securitise assets which do not qualify as 'receivables' under the 1988 legislation and also means companies gain broader access to the international capital markets.

Offshore securitisation is generally a two-fold process: first, the transfer of the receivables from France so as not to contravene the French Banking Act and second, the acquisition of the receivables by the offshore vehicle pursuant to the law of the jurisdiction of the conduit.

The receivables may be transferred either by using the simplified method created under the 1981 Dailly Act, whereby a 'bordereau' (transfer form) is signed. Alternatively, subrogation may be used. (See article below)
Occasionally companies use a combination of the above, whereby receivables are transferred to an FCC in France and then acquired by an offshore vehicle in Jersey or Luxembourg for example.

As more and more companies make use of these securitisation techniques, France continues to experience a significant growth in its securitisation market.
France is home to some of the most innovative securitisation transactions, for example, France handled the first securitization in Europe involving cruise liners and was also involved in the financing of inventories of champagne. The diversity of these new asset types and the nature of the structures employed demonstrates the market's willingness to adapt.

For a more detailed guide to securitisation under the 1988 legislation and to offshore securitisation, please click on the relevant link below:

[link to the article ñFrench Securitisation Law and Practiceî]
[link to the article ñMain Features of Offshore Securitisation Transactionsî]
[link to the article PDF FILE "Modernising and securing the French
securitisation market: Recent Amendments to the French Securitisation Law"]


SECURITISATION LAWYERS AT THIS FIRM