双层SPV资产证券化的法律逻辑与风险规制

Legal Logic and Risk Regulation of Double-layer SPV Property Securitization

独具中国特色的双层SPV资产证券化,通过构造信托受益权作为合规基础资产帮助企业融资,是金融中介推动下形成的,复合商业理性与法律动因的金融创新。该模式的实质是回归企业主体信用的担保融资,但其可能存在被滥用于帮助企业加杠杆融资及监管套利,危及金融安全的风险,以及因信息披露和责任约束不到位,难以有效保护投资者的风险。有必要在肯定双层SPV资产证券化商业价值的基础上将其纳入企业资产证券化框架监管,予以贯彻必要原则和穿透原则,提升信息披露透明度并建立有效的约束规则,回应这一复杂法律构造的风险传导机制,助力其健康发展。

Asset Securitization with two-tier SPVs is a financial innovation promoted by financial intermediaries in China with commercial rationality and legal motivation which helps companies financing by constructing the trust beneficiary as an underlying asset for compliance.The essence of this model is a guaranteed financing based on corporate credit which may not only have the risk of being misused to help corporate increase leverage and conduct regulatory arbitrage threatening financial security,but also have the risk of not able to protect investor effectively because the information disclosure and related liability constraints are not in place.It is necessary to incorporate the two-tier SPVs asset securitization into the regulatory framework of corporate asset securitization based on the affirmation of this model’s commercial value to assist its health development,by implementing the principles of necessity and look-through,improving the transparency of information disclosure and establishing effective binding rules to respond to the risk transmission mechanism under its complex legal structure.