SPAIN Law and Practice Contributed by: Jaime de la Torre and Jaime Juan Rodríguez, Cuatrecasas
4.14 Other Principal Laws and Regulations
and perfection of consumer loans. However, according to Law 16/2011, if a loan is assigned by the original lender and said lender is no longer the servicer, a notification to the customer shall be completed. In addition, as outlined in 3.3 Principal Perfec- tion Provisions , certain regional regulations require notification to borrowers if those bor - rowers are qualified as consumers and the loans meet certain requirements. 4.10 SPEs or Other Entities Securitisation in Spain is regulated under Law 5/2015, according to which Spanish securitisa - tion transactions can only be carried out spe - cifically through a securitisation fund ( fondo de titulización ) (the SPE). Please see 2.7 Bond/Note Trustees regarding the main features of an SPE established under the Spanish Securitisation Law. 4.11 Activities Avoided by SPEs or Other Securitisation Entities As explained in 4.10 SPEs or Other Entities , securitisation in Spain is only carried out through SPEs, which are managed by sociedad gestora de fondos de titulización (SGFTs), whose sole purpose is to manage such securitisation SPEs in Spain and abroad. 4.12 Participation of Government- Sponsored Entities In general, government-sponsored entities do not participate in the securitisation market. 4.13 Entities Investing in Securitisation Securitisations can have a wide variety of inves - tor profiles, including credit institutions, invest - ment funds, insurance companies and other institutional investors.
The following domestic laws have incidental rel - evance in securitisations carried out in Spain. • Royal Legislative Decree 1/2020 (the “Span - ish Insolvency Law”) sets out the domestic legal framework regulating insolvency. On the one hand, the law affects the bankruptcy- remoteness nature of Spanish SPEs, as set forth in 6.1 Insolvency Laws ; on the other hand, depending on the underlying asset, it affects the insolvency regime of the debtors vis-à-vis the SPE. • Royal Decree of 24 July 1889 (the “Civil Code”) establishes the basic private and civil law regulations in Spain, which are relevant in terms of executing documentation and struc - turing the transfer of assets to the SPE. 5. Synthetic Securitisation 5.1 Synthetic Securitisation Regulation and Structure In Spain, synthetic securitisation transactions are permitted under both Law 5/2015 and the Securitisation Regulation. Securitisation trans - actions are those where the risk is transferred from the originator to the investors by means of derivatives instruments or guarantees, without transferring the exposures being securitised. In particular, Law 5/2015 (article 19) establishes that: • SPEs may synthetically securitise loans and other credit rights by contracting credit derivatives with third parties and/or grant - ing financial guarantees to the holders of the loans or credit rights; and
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