Private international law aspects of security transactions

Abstract

Trading in securities is one of today's most internationalised businesses and this immediately brings the subject of securities transactions within the field of study of private international law. Starting off from a definition of the subject matter and placing it in perspective within the wider area of private international corporations law, the work goes on to analyse the concept of the governing law of a corporation or !ex societatis which, it is argued, constitutes the applicable law for the effectiveness of a securities transaction with respect to the corporation which has issued the securities in question, as distinct from the applicable law which governs the contractual relationship between the parties to the transaction themselves. Having laid the foundations, three classes of securities are considered: those which are not freely transferable, others which are freely transferable but in registered, immobilised or dematerialised form, and finally bearer securities. The last chapter deals with jurisdiction over corporations and securities transactions.