Assignment in European Private International Law

The assignment of contractual rights is of immense importance for the world of business and finance. Never before have assignments taken place on such a large scale as is the case in the contemporary securitisation market. Many receivables-based financial transactions, such as securitisations, are cross-border transactions. It is therefore often crucial to determine which law governs the proprietary aspects of assignment. The European Commission has, in its "Proposal for a Regulation on the law applicable to contractual obligations", formulated a new conflict rule referring the enforceability of an assignment as against third parties to the law of the assignor's residence. In this book, it will be demonstrated that the solution which has been adopted by the Commission is inadequate for receivables-based cross-border transactions. The authors argue that a cross-border assignment should, instead, be governed by the law chosen by the assignor and the assignee and, in the absence of a choice, by the law applicable to the assigned claim. The most important policy behind the Commission's conflict rule, i.e. that the assignor's creditors should be able to look to the assignor's law for registration requirements, can be realised in subtler ways, in particular by means of a special conflict rule for public filing systems. The Annexes contain the full texts of the Commission's Proposal, the UN Convention on the Assignment of Receivables and Chapter 11 of the Principles of European Contract Law (Assignment of Claims).