The book focuses on four main topics:
(i) the enforcement of debt securities held through intermediaries, including the ‘no look through’ principle and the difficulties this poses in terms of investor rights;
(ii) voting and governance issues where equity securities are held through an intermediary;
(iii) conflict of law issues, which are heightened by the increasing growth and internationalisation of securities trading and finance; and
(iv) the future of securities holding and settlement and, in particular, whether and how the system should be reformed.
Fuller details of the contents of the book can be read in a shortened version of the introduction. In the conclusion to the book the threads of the discussions and analyses in the previous chapters are drawn together by the editors. The balance of advantages and disadvantages for intermediated holdings is considered, and the potential approaches to tackling the difficulties that have arisen are examined closely. The potential for the law to intervene in this area is analysed, both at a national level (the problems arising in English law are considered) and also at transnational level, either via substantive harmonisation or an agreed conflict of law approach. The role of the market to provide solutions is also examined. Finally, the possibility of alternatives to, or considerable change to, the current intermediated system is considered.
This book makes some very significant contributions to the literature in this area. Not only is it a critical analysis of the current position of all parties within the intermediated system, of the reasons for the system and of its advantages and disadvantages, it examines a wide range of possible responses to the consequences of the current system, legal, market-based and technological, and looks forward to the future. Unlike some of the other books in the area, it has a particular focus on English law, but it also grapples with the issues thrown up by cross-border holdings, and recognises the importance that international portfolios play in the capital markets. It makes an important contribution to the debate in this critically important area of law and market practice, and will be valuable for policy makers, as well as lawyers and market participants.
The blog post ‘Intermediation and Beyond’ was originally published at the Oxford Business Law Blog.