Part 1 - AL-Tax

International Taxation HandbookCash securitizations now often include replenishment and substitution features.As with the original sale of assets to the securitization vehicle, the replenishmentof assets can be achieved in a manner that is stamp duty neutral. Thatmay not, however, be the case with the substitution of assets (where assets heldby the securitization vehicle of diminished credit quality are exchanged for freshassets with the originator). The reassignment of assets to the originator potentiallyconstitutes a dutiable transfer. Nonetheless, it may be possible through theuse of careful structuring to avoid such a result.ReferencesAli, P.U. (2002). The Law of Secured Finance. Oxford University Press, Oxford.Ali, P.U. and de Vries Robbe, J.J. (2003). Synthetic, Insurance and Hedge Fund Securitisations.Thomson, Sydney.de Vries Robbe, J.J. and Ali, P.U. (2005). Opportunities in Credit Derivatives and SyntheticSecuritisation. Thomson Financial, London.Kravitt, J.H.P. (1996). Securitization of Financial Assets, 2nd edn. Aspen Law & Business, New York.McCormack, G. (1999). Debts and Non-assignment Clauses. Journal of Business Law, 422–445.Schwarcz, S.L. (1993). The Parts are Greater than the Whole: How Securitization of DivisibleInterests can Revolutionize Structured Finance and Open the Capital Markets to Middle-marketCompanies. Columbia Business Law Review, 139–167.Schwarcz, S.L. (1998). The Universal Language of Cross-border Finance. Duke Journal ofComparative and International Law, 8:235–254.Worthington, S. (1996). Proprietary Interests in Commercial Transactions. Clarendon Press, Oxford.110