英文补充资料.docx

Ch 1：Monetary System and Foreign Exchange CaseArgentina： Bad Luck and Failed Currency Policy The devaluation of the Brazilian Real in January 1999 coupled with the Reals steady depreciation during year 2001 greatly impacted Argentine exports aiding to Argentinas five year recession. The IMF in December 2000 provided Argentina with a $13.7 billion USD loan coupled with an international rescue package of $39.7 billion USD. The IMF is currently owed in excess of $14 billion USD, a new IMF deal is a necessity in order for Argentina to regain access to global capital markets. This relief package turned out to be a short term solution as Argentina defaulted on its debt in December 2002 making it the largest sovereign debt default in history. Since 1999, Argentinas economy got caught in a currency jam as Argentinas peso is pegged to the USD in a 1 to 1 ratio in a currency board arrangement. The prolong bull market in the USD that began in 1995 over time made Argentinas exports uncompetitive pariticularly when neighbouring economies currencies were depreciating versus the USD by the late 1990s. Argentina under President Menem was correct to anchor against the USD to reign in inflation and bring stability and growth to Argentina. Where they went wrong is that they stayed on the currency anchor far too long, they should have abandoned it in the mid 1990s to a floating exchange rate regime rather than hanging on. 点评货币的流动、交易和运作，需要相关的法律制度予以规范。如果没有配套的法律规范，则可以会引起重大的社会问题，甚至国际冲突，如上述案例中发生在21世纪初期的阿根廷外汇比索化案，就是货币法律制度不规范所造成不良后果的最好诠释。 Ch 2：International commercial Loan AgreementCaseClause of covenants The Borrower shall: (1) maintain its existence as a corporate or enterprise entity and conduct its business in compliance with all applicable laws and in a proper manner; (2) obtain and maintain all consents required in connection with this Contract and the Security Document and comply with the terms thereof, and take all other necessary action to ensure that the representations and warranties remain true; (3) upon demand of the Bank, maintain insurances on assets related to its business with reputable insurance companies accepted by the Bank and to such extent as it covers all the risks in relation to its business operations; (4) promptly inform the Bank upon becoming aware of the occurrence of any Event of Default or Potential Event of Default, or any other circumstances which may inhibit, delay or affect the Borrower or any Security Party in the performance of its obligations under this Contract and/or the Security Document. In addition, upon demand of the Bank, confirm to the Bank that, save for the circumstances already notified to the Bank, no such event or circumstances have occurred; (5) promptly inform the Bank of details of any litigation, arbitration or administrative proceeding which has or may have a material adverse effect on the Borrowers financial situation or its ability to perform any of its obligations under this Contract or any Security Document; (60 file all tax returns required to be filed with all relevant state agencies and promptly pay all taxes for which it is liable; and (7) other covenants as set forth in the Second Schedule.点评在国际商业贷款合同中，最重要的约定当然是就其按期偿还贷款所作的保证。但是仅仅有借款人的这项保证，还远远不足以使银行获得收回贷款的充分保障。因此贷款人总是要求借款人作出其他各种保证，以便使贷款人对收回贷款能有更大的把握。在各种不同的国际商业贷款法律文件中，有关约定事项（covenants）的内容往往因情况不同而不尽相同。Ch 3：Project FinanceCaseIsuzu Concludes Agreementon 300 Billion-Yen Syndicated Loan Isuzu Motors has signed an agreement on a total of 300 billion yen ($2.85 bil) worth of syndicated loan with Mizuho Corporate Bank as an arranger. Effective February 16th , 2005, the loan consists of 240 billion ($2.29 bil) worth of the term loan arranged to refinance the existing long- term and short-term borrowings, and 62 billion ($590.5 mil) worth of the commitment line planned to complement liquidity. Isuzu also uses this loan to establish a strong financial base to successfully implement its mid-term business plan starting in April 2005.点评为了分散贷款风险，从事国际借贷业务的银行往往组成为一个银团，由银团的每一个成员分别承担贷款总金额的一部分，按照该银团与借款人订立的单一的贷款合同所规定的条件，由银团的代表统一贷给借款人。这种做法称为国际银团贷款或辛迪加贷款，日本五十铃公司2005年初获得3000亿日元银团贷款案就是一个这样的案例。Ch 4：Multi-lender loanCaseWestern Mining Corporation Resources LtdIn 1991 a treaty was made between Australia and the Republic of Indonesia in connection with the Timor Gap. Following the treaty, the Australian Petroleum Submerged Lands Act of 1967 was amended so that certain land was excluded from the area covered by the Petroleum Submerged Lands Act. The exploration permit of the Western Mining Corporation Resources Ltds was reduced in size through the excision of that part in the excluded area. The Australian high court considered that any property right conferred upon the holder of an exploration permit depend entirely upon the statutory scheme established under the Petroleum Submerged Lands Act. Removal of those rights does not entitle a holder to just compensation. 点评政治风险是因借款人所在国发生某些政治性的意外事件而引起的风险。当签订合同时的基础情况己经发生意想不到的变化，使当事人履行合同变得相当艰难或根本没有可能，大多数国家的法律制度都规定可以免除合同当事人的义务。发生在澳大利亚的国际项目融资案中Western Mining Corporation Resources Ltd 所面临的政治风险就是一个的典型案例。Ch 5：Securities law and IPO CasePenalties under U.S. Securities laws Any person convicted of the violations under the 1934 Act is subject to a maximum fine of $ 1,000,000 and a maximum of ten years imprisonment. Under the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA), the maximum criminal penalties for insider trading are a $ 1,100,000 fine ($ 2,500,000 for corporations) and ten years imprisonment. Criminal penalties may be imposed in addition to civil penalties and disgorgement. 点评萨班斯奥克斯利法案颁布以来，美国对违反信息披露、进行内幕交易和证券欺诈等违反证券法行为的处罚（Penalties）越来越严厉。 Ch 6：Letter of CreditCaseBank Negara Indonesia v. Lariza (Singapore) Private Ltd.Facts: Lariza was the beneficiary of a transferable irrevocable sight letter of credit issued by Bank Negara in 1980. The credit was subject to UCP 400. Lariza requested the bank to transfer part of the credit to one of its own suppliers of palm oil for the purpose of fulfilling its obligations to the supplier under the relevant contract of sale. The bank refuse to so. Consequently, Lariza was ordered to pay damages to its supplier for breach of contract. Lariza sued the bank for breach of contract under the transferable credit and sought damages and indemnity against the bank. The trial judge gave judgment for Lariza. The bank appealed to the Privy Council. Decision: The credit was subject to UCP 400, which provided that the transferablity of a transferable credit was subject to the banks consent as to the specific manner and extent of a transfer. No such consent was given in the present case. The bank was thus not liable. 点评可转让信用证是指开证行根据申请人的申请在信用证上特别注明“可转让”字样的信用证。对于可转让信用证，受益人有权将议付来证的全部或部分金额转让给另一个或两个以上的第三者（即第二受益人）使用的信用证。UCP500规定，只有开证行明确注明“可转让”的信用证才能转让， 可转让信用证只能转让一次，信用证转让后由第二受益人办理交货，原证的受益人，即第一受益人，仍需负责买卖合同项下卖方的责任。Bank Negara Indonesia v. Lariza (Singapore) Private Ltd. 就是一个有关可转让信用证的比较典型的案例。Ch 7：Asset SecuritizationCaseFirst rated securitisation of a private equity fund to open new funding doorsRating agency Standard and Poors recently rated the first offer of structured notes by a private equity fund. A release of 4th June by the rating agency says that it rated the first structured notes issued by a leveraged fund and backed by pools of private equity investments. The transaction, Prime Edge Capital PLC, totaled Euros 150 million; the rated senior notes have a stated maturity of 12 years and the unrated junior notes have a maturity of 24 years. The senior notes have been credit-enhanced by insurance wrap by Allianz Risk Transfer N.V. Prime Edge will use the proceeds it receives from this public transaction to make investments in more than 20 different private equity funds. Prime Edge Management Ltd., as the investment advisor, will be responsible for allocating these funds based on certain established investment parameters and diversification guidelines, monitoring the performances, and reporting the valuations of its investments. The Wall Street Journal of 5th June described this transaction as a move expected to have a far-reaching effect on money managers, making venture-capital and buyout funds available to bond investors. Securitisation of private equity funds marks the coming together of debt and equity -reinforcing the dictum that as markets develop, more and more things tend to converge 点评资产证券化是指将已经存在的贷款和应收账款等转化为可流动的转让工具的过程,例如将批量贷款进行证券化销售，或者将小额、非市场化且信用质量相异的资产进行结构性重组，汇集组合成资产池，重新包装为具有流动性的债务证券。资产证券化的方式层出不出不穷，如本案所涉及的就是一种创新性证券化。Ch 8：International financial security CaseGE Capital Corp. v. Dredge Boat ChickasawBy 1999, Jesco desired to acquire the Dredge Chickasaw, a non-functional vessel in disrepair. In light of the vessels attractive purchase price, Jesco sought financial assistance to purchase and repair the Dredge Chickasaw. Jesco obtained a $ 1.8 million loan to buy the vessel in exchange for a mortgage secured by G.E. Capital, the legal successor in interest to Phoenixcor. G.E. Capital also agreed to loan Jesco $ 1.2 million to repair the Dredge Chickasaw. Without the additional $ 1.2 million loan needed to get the vessel in working order, G.E. Capital understood that Jesco would be unable to satisfy its mortgage payments. G.E. Capital filed this lawsuit alleging that Jesco defaulted on the aforementioned loans, as modified, made to Jesco for the purchase of the three vessels at issue. On January 29, 2002, G.E. Capital filed a motion for summary judgment, arguing that no genuine issu