SWEDEN Law and Practice Contributed by: Albert Wållgren, Henrik Ossborn and Lionardo Ojeda, Advokatfirman Vinge KB
As a result of the above, for a Swedish com - pany that is not a bank or a financial institu - tion, it is crucial that any debt issued pursuant to a securitisation transaction not be held by or transferred to a private person or a company that is not a financial institution. Therefore, Swedish securitisation documents contain strict provi - sions regarding the transfer and assignment of debt, limiting such transfers and/or assignments to so-called eligible institutions. It should be noted, however, that although an issuer can avoid being subject to the licence requirements under the Banking and Financ - ing Business Act, in most situations it will (as outlined in 3.4 Principal Covenants ) be subject to the registration requirements under the Cur - rency Exchange and Other Financial Operations (Reporting Duty) Act ( Lag (1996:1006) om val - utaväxling och annan finansiell verksamhet ). 4.12 Participation of Government- Sponsored Entities No Swedish government-sponsored entities specifically target Swedish securitisations, though Swedish pension funds and other man - agers of public funds are occasionally seen as investors in Swedish securitisations. However, European institutions such as the European Investment Fund have been involved in Swedish securitisation transactions by providing guaran - tees through their credit enhancement opera - tions in order to facilitate and enhance access to finance for SMEs. 4.13 Entities Investing in Securitisation Investors are usually: • major national or international banks; • asset managers such as funds and pension funds; or • other credit institutions.
All these entities are subject to the regulatory landscape under which they operate. 4.14 Other Principal Laws and Regulations No further information is available on this topic. 5. Synthetic Securitisation 5.1 Synthetic Securitisation Regulation and Structure Swedish law does not explicitly regulate syn - thetic securitisations – ie, securitisations where the transfer of risk is achieved through the use of credit derivatives or guarantees, and the expo - sures being securitised remain exposures of the originator. However, synthetic securitisations are admissi - ble in Sweden subject to the EU legal regime – in this case, the Securitisation Regulation and the applicable capital adequacy and liquidity regu - lation (CRR/CRD), which are directly applicable in Sweden. 6. Structurally Embedded Laws of General Application 6.1 Insolvency Laws Swedish securitisations are structured to ensure that the issuer is bankruptcy-remote from the originator and its creditors, and that the inves - tors in the securitisations are exposed only to the assets and liabilities that form part of the securitisation. Navigating Swedish insolvency laws is central to achieving this, with key focus areas including: • limiting the number of potential creditors of the issuer;
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